UNITED STATES
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

Ciena Corporation

(Exact Name of Registrant as Specified in Its Charter)

(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)

(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 — ELECTION OF DIRECTOR

(d) On May 27, 2009, the Board of Directors of Ciena Corporation (“Ciena”) increased the size of the Board to nine directors and appointed Patrick T. Gallagher, 54, to fill the newly created vacancy in Class III of the Board. The term of office for Class III directors does not expire until the 2012 annual meeting. However, in accordance with Ciena’s Amended and Restated Bylaws, Mr. Gallagher will stand for election by shareholders at the 2010 annual meeting to serve the remainder of the Class III term. Mr. Gallagher was also appointed on May 27, 2009 to serve on the Audit Committee of Ciena’s Board.

Mr. Gallagher is currently Chairman of Ubiquisys Ltd., a leading developer and supplier of femtocells for the global 3G mobile wireless market. From January 2008 until February 2009, Mr. Gallagher was Chairman of Macro 4 Plc, a FTSE-listed global software solutions company, and from May 2006 until March 2008, he was Vice Chairman of Golden Telecom Inc., a NASDAQ-listed facilities-based provider of integrated communications in Russia and the CIS. From 2004 until October 2007, Mr. Gallagher was a member of the Supervisory Board of Getronics NV, a Dutch listed global information and communications technology solutions and services company. From 2003 until 2005, Mr. Gallagher was Executive Vice Chairman and served as Chief Executive Officer of FLAG Telecom Ltd., a global telecommunications company that owns and manages a subsea optical fiber network. From 1985 to 2002, Mr. Gallagher held senior management positions at BT Group plc, including as Group Director of Strategy & Development, President of BT Europe and a member of the BT Executive Committee. Mr. Gallagher also serves on the board of directors of Harmonic Inc., a provider of broadcast and on-demand video delivery solutions, and Sollers JSC, a Russian automobile manufacturer and distributor.

Consistent with Ciena’s standard, non-employee director compensation program, on May 27, 2009, the Board granted Mr. Gallagher a restricted stock unit award representing 7,688 shares of Ciena common stock, based upon a delivered value of $83,333 ($100,000 prorated to reflect the election date). This award will vest in equal annual installments over a three-year period from the date of grant. Mr. Gallagher will also be eligible to receive cash compensation for his service on the Board of Directors and any committees to which he may subsequently be appointed in the form of the retainers and, if applicable, meeting fees, as set forth under the heading “Director Compensation —Cash Compensation” in Ciena’s proxy statement for its 2009 annual meeting filed with the SEC on February 2, 2009.

A copy of the press release announcing the appointment of Mr. Gallagher to the Board of Directors is furnished as Exhibit 99.1.

ITEM 9.01 — EXHIBITS

     (c) The following exhibit is being filed herewith:

Exhibit Number		Description of Document
Exhibit 99.1		Text of Press Release dated May 28, 2009, issued by Ciena Corporation.

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.

Exhibit 99.1

		Press Contact:		Nicole Anderson Ciena Corporation (877) 857—7377 pr@ciena.com
		Investor Contact:		Suzanne DuLong Ciena Corporation (888) 243-6223 ir@ciena.com

Patrick Gallagher Joins Ciena Board of Directors

LINTHICUM, Md. — May 28, 2009 — Ciena^® Corporation (NASDAQ: CIEN), the network specialist, today announced that Patrick T. Gallagher, current Chairman of Ubiquisys Ltd., a leading developer and supplier of femtocells for the global 3G mobile wireless market, has been appointed to Ciena’s Board of Directors. Mr. Gallagher also serves on the board of directors of Harmonic Inc., a provider of broadcast and on-demand video delivery solutions, and Sollers JSC, a Russian automobile manufacturer and distributor.

From January 2008 until February 2009, Mr. Gallagher was Chairman of Macro 4 plc, a global software solutions company, and from May 2006 until March 2008, served as Vice Chairman of Golden Telecom Inc., a leading facilities-based provider of integrated communications in Russia and the CIS.

“Patrick’s vast knowledge of telecommunications industry dynamics and his understanding of the needs of our customers, coupled with his leadership experience, will be a strong addition to our Board as we continue to navigate through today’s challenging market landscape,” said Gary Smith, president and chief executive officer at Ciena.

“Despite volatile market realities, Ciena continues to enhance its strategic capabilities and competitive positioning, and I look forward to contributing to the Company’s business objectives as it maintains an agile operating model while positioning itself to emerge even stronger when the environment improves,” said Gallagher.

From 2003 until 2005, Mr. Gallagher, 54, was Executive Vice Chairman and served as Chief Executive Officer of FLAG Telecom Group, a global telecommunications company that owns and manages a subsea optical fiber network. Prior to that role, he held senior management positions during a 17-year tenure at British Telecom starting in 1985, including Group Director of Strategy & Development, President of BT Europe and a member of the BT Executive Committee. Before joining BT, Mr. Gallagher spent eight

years with Racal Electronics, managing international communications projects in Europe, the Middle East and South America. He holds a Bachelor of Arts degree in Economics, with honors, from Warwick University.

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About Ciena

Ciena specializes in practical network transition. We offer leading network infrastructure solutions, intelligent software and a comprehensive services practice to help our customers use their networks to fundamentally change the way they compete. With a global presence, Ciena leverages its heritage of practical innovation to deliver maximum performance and economic value in communications networks worldwide. We routinely post recent news, financial results and other important announcements and information about Ciena on our website. For more information, visit www.ciena.com.

Note to Ciena 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, which Ciena filed with the Securities and Exchange Commission on September 5, 2008. 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.