UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
April 4, 2007
Ciena Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 0-21969 | 23-2725311 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 1201 Winterson Road, Linthicum, MD | 21090 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(410) 865-8500
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
ITEM
5.02 – DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(b) On April 4, 2007, Joseph R. Chinnici, Senior Vice President, Finance and Chief
Financial Officer of Ciena,
announced that he plans to resign from his position with the company effective on or before December 31, 2007.
The text of Ciena’s press release relating to this announcement is set forth as Exhibit 99.1 to this Report and is
incorporated by reference into this item.
(e)
On April 5, 2007, Ciena entered into a separation agreement with Mr. Chinnici, providing certain compensation benefits in
connection with his resignation and agreement to assist in the transition of his responsibilities to a successor.
The agreement contemplates Mr. Chinnici’s resignation on or before December 31, 2007, provided that he shall no longer
serve as Ciena’s Chief Financial Officer following the commencement of employment of his successor. Until his
employment terminates, Mr. Chinnici will be entitled to continue (a) to receive his current salary and benefits;
(b) to participate in Ciena’s incentive bonus program; and (c) to vest as to outstanding equity awards in accordance
with their existing terms.
Upon the termination of his employment, Ciena will make a lump sum severance payment to Mr. Chinnici equal to his
$350,000 annual salary, plus an annualized bonus payment under Ciena’s incentive bonus plan equaling 75% of his base salary.
In addition, fifty percent of any then unvested stock options and
restricted stock units held by Mr. Chinnici will immediately become vested and
exercisable. Following his resignation, Ciena will continue to provide Mr. Chinnici medical and dental benefits until the
earlier of December 31, 2008 or the date he becomes eligible for comparable coverage from another employer. Mr. Chinnici will
also receive certain tax preparation services and continued coverage under Ciena’s directors and officers insurance policy.
ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS
(d) The following exhibit is being filed herewith:
| Exhibit Number | Description of Document | |
Exhibit
99.1
|
Text of Press Release dated April 4, 2007 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Ciena Corporation |
||||
| Date: April 5, 2007 | By: | /S/ Russell B. Stevenson, Jr. | ||
| Russell B. Stevenson, Jr. | ||||
| Senior Vice President, General Counsel and Secretary | ||||
EXHIBIT 99.1
| Press Contact: | Nicole Anderson | |||||
| Ciena Corporation | ||||||
| (410) 694-5786 | ||||||
| pr@ciena.com | ||||||
| Investor Contact: | Jessica Towns | |||||
| Ciena Corporation | ||||||
| (888) 243-6223 | ||||||
| ir@ciena.com |
FOR IMMEDIATE RELEASE
Ciena Announces CFO Plans to Step Down By the End of Calendar 2007
LINTHICUM, Md. — April 4, 2007 —
CienaÒ
Corporation (NASDAQ: CIEN),
the network specialist, today announced that Joseph Chinnici, senior vice president, finance and chief financial officer,
plans to resign from his position by the end of the current calendar year. The Company announced it has begun
a search for his successor.
“With Ciena’s return to profitability and steady progress toward a normalized operating model, it is time for
me to make the change I’ve contemplated for some time,” said Chinnici. “I decided to announce my intentions
in order to allow sufficient time to facilitate the transition to my successor and to address effectively Ciena’s
outstanding corporate objectives for this fiscal year. I am very proud of the exceptionally strong organization I’ve
assembled and I have every confidence that they have the financial discipline, controls and expertise necessary to support
the Company’s continued growth.”
Commenting on Chinnici’s contributions during his tenure, Ciena’s President and CEO Gary Smith said, “During
the last 12 years Joe has helped see Ciena through both positive and challenging times. While he will be missed
personally and professionally, I’m confident the strength of his organization and the processes he’s put in place
will make for a smooth transition to his successor.”
NOTE TO INVESTORS
This press release contains certain forward-looking statements based on current expectations, forecasts and assumptions that involve risks and uncertainties. These statements are based on information available to the Company as of the date hereof; and Ciena’s actual results could differ materially from those stated or implied, due to risks and uncertainties associated with its business, which include the risk factors disclosed in its Report on Form 10-Q filed with the Securities and Exchange Commission on March 2, 2007. Forward-looking statements include statements regarding Ciena's expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” and “would” or similar words. Ciena assumes no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.
This press release contains certain forward-looking statements based on current expectations, forecasts and assumptions that involve risks and uncertainties. These statements are based on information available to the Company as of the date hereof; and Ciena’s actual results could differ materially from those stated or implied, due to risks and uncertainties associated with its business, which include the risk factors disclosed in its Report on Form 10-Q filed with the Securities and Exchange Commission on March 2, 2007. Forward-looking statements include statements regarding Ciena's expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” and “would” or similar words. Ciena assumes no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.
About Ciena
Ciena Corporation is the network specialist, focused on expanding the possibilities for its customers’ networks while reducing their cost of ownership. The Company’s systems, software and services target and cure specific network pain points so that telcos, cable operators, governments and enterprises can best exploit the new applications that are driving their businesses forward. For more information, visit www.ciena.com.
Ciena Corporation is the network specialist, focused on expanding the possibilities for its customers’ networks while reducing their cost of ownership. The Company’s systems, software and services target and cure specific network pain points so that telcos, cable operators, governments and enterprises can best exploit the new applications that are driving their businesses forward. For more information, visit www.ciena.com.
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