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1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 21, 1998 ------------------------------------- Date of Report (Date of earliest event reported) CIENA Corporation ----------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-21969 23-2725311 - ------------------------------------------------------------------------ (State or other jurisdiction (Commission (IRS Employer of incorporation) File No.) Identification No.) 1201 Winterson Road, Linthicum, Maryland 21090 --------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (410) 865-8500 --------------------------------------------------- Not applicable ---------------------------------------------------- (Former name or former address, if changed since last report) Exhibit Index on Page 4 2 Item 5. Other Events. - ------- ------------- CIENA Corporation and Tellabs, Inc. agreed on August 21, 1998 to adjourn their respective shareholder meetings until September 9, 1998. Further details are included in a copy of the press release, which is attached hereto as Exhibit 99.1 and incorporated by reference herein. On August 21, 1998, CIENA Corporation issued another press release providing certain additional information relating to the events surrounding the postponement of the meetings. This press release is attached hereto as Exhibit 99.2 and incorporated by reference herein. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. - ------- ------------------------------------------------------------------- 99.1 Press Release, dated August 21, 1998. 99.2 Press Release, dated August 21, 1998. -2- 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. CIENA Corporation Date: August 24, 1998 By: /s/ G. Eric Georgatos ------------------------------- G. Eric Georgatos Vice-President, General Counsel and Secretary -3- 4 EXHIBIT INDEX -4-
Exhibit No. Description - ----------- ----------- 99.1 Press Release, dated August 21, 1998. 99.2 Press Release, dated August 21, 1998.
1 EXHIBIT 99.1 PRESS RELEASE, DATED AUGUST 21, 1998. FOR IMMEDIATE RELEASE INVESTOR CONTACT: - --------------------- Suzanne DuLong CIENA Corporation (888) 243-6223 ir@ciena.com ------------ PRESS CONTACT: Denny Bilter CIENA Corporation (800) 921-1144 CIENA ANNOUNCES AT&T DECISION RE 40 CHANNEL TESTING LINTHICUM, MD - AUGUST 21, 1998 -- CIENA Corporation (NASDAQ: CIEN) today announced that it had been informed this morning by AT&T that AT&T will not pursue further evaluation of CIENA's DWDM systems. In view of the timing of AT&T's decision, CIENA will adjourn its pending stockholder meeting, scheduled for today, at which stockholders are to vote on the proposed merger with Tellabs, Inc. The stockholder meeting will be reconvened on Wednesday, September 9 at 11:00 am Eastern time, at the Company's Linthicum offices. The Company indicated it would have further comments soon, but wanted to disseminate news of the decision promptly. -5-
1 EXHIBIT 99.2 PRESS RELEASE, DATED AUGUST 21, 1998. FOR IMMEDIATE RELEASE INVESTOR CONTACT: - --------------------- Suzanne DuLong CIENA Corporation (888) 243-6223 ir@ciena.com ------------ PRESS CONTACT: Denny Bilter CIENA Corporation (800) 921-1144 CIENA RESPONDS TO AT&T DECISION REGARDING DWDM SYSTEM EVALUATIONS EXPRESSES DISAPPOINTMENT WITH DECISION, BUT NO CHANGE TO LONG-TERM BUSINESS OUTLOOK LINTHICUM, MD - AUGUST 21, 1998 - CIENA Corporation (NASDAQ:CIEN) today provided further comment in response to a communication received from AT&T in which AT&T indicated that it will not pursue further evaluation of CIENA's dense wavelength division multiplexing (DWDM) systems. "The timing of this morning's phone call from AT&T was troubling and surprising in light of the imminent CIENA and Tellabs' shareholder meetings, and the news is of course disappointing," said Patrick Nettles, CIENA's president and chief executive officer. "I want to assure CIENA's customers, stockholders, employees and competitors that we at CIENA aren't easily discouraged." Nettles continued, "We believed that AT&T's decision would be viewed as important by the market and therefore necessitated immediate disclosure and the subsequent adjourning of the CIENA special shareholder meeting. However, we see nothing that changes CIENA's business outlook as described in the joint CIENA/Tellabs proxy statement." Nettles concluded, "We continue to believe that CIENA is the market leader for high-capacity DWDM systems and that our future prospects remain strong." CIENA has shared this information with Tellabs. The Board of Directors of CIENA continues to recommend shareholders' approval of the merger with Tellabs in the terms described in the proxy statement. NOTE TO INVESTORS -6- 2 Forward-looking statements in this release are based on information available to the company as of the date hereof. The actual results of CIENA could differ materially from those stated or implied by such forward-looking statements, due to risks and uncertainties associated with its businesses, which include among others, dependence on its major customers and their spending patterns and competition. The forward-looking statements should be considered in the context of these and other risk factors disclosed in the Tellabs Registration Statement on Form S-4, as filed with the Securities and exchange Commission on July 21, 1998 and CIENA's Form 10-Q filed with the Securities and Exchange Commission on May 21, 1998. -7-