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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
February 19, 2004
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Date of Report (Date of earliest event reported)
CIENA Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-21969 23-2725311
(State or other (Commission File No.) (IRS Employer Identification No.)
jurisdiction
of incorporation)
1201 Winterson Road, Linthicum, Maryland 21090
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(410) 865-8500
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Not applicable
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(Former name or former address, if changed since last report)
Item 5. Other Events and Regulation FD Disclosure.
On February 19, 2004, CIENA Corporation issued a press release announcing its
intent to acquire Internet Photonics, Inc. The press release is being furnished
hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
99.1 Press Release dated February 19, 2004.
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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: February 19, 2004 By: /s/ Russell B. Stevenson Jr.
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Russell B. Stevenson, Jr.
Senior Vice President,
General Counsel and Secretary
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Exhibit 99.1
CIENA Announces Intent to Acquire Internet Photonics; Expands
Broadband Service Offerings with Carrier-Grade Ethernet Solutions
LINTHICUM, Md.--(BUSINESS WIRE)--Feb. 19, 2004--CIENA(R) Corporation
(NASDAQ: CIEN), a leading global provider of innovative network solutions, today
announced a definitive agreement under which CIENA will acquire privately held
Internet Photonics, Inc. With offices in Shrewsbury, N.J. and Marlborough,
Mass., Internet Photonics is a leading supplier of carrier-grade optical
Ethernet transport and switching solutions.
"At a time when carriers are keenly focused on next-generation broadband
service delivery, the acquisition of Internet Photonics expands CIENA's solution
portfolio targeting multiservice operators and traditional carriers with the
addition of a flexible platform for carrier-grade Gigabit Ethernet solutions,"
said Gary Smith, CIENA's president and CEO.
"In the cable market, optical Ethernet is the underlying infrastructure for
the new 'triple-play' of bundled services, as well as video-on-demand,
voice-over-IP and HDTV. It also improves the access speeds of existing services
like cable modem Internet access," Smith said. "This same carrier-class Ethernet
switching and transport infrastructure also can help traditional telecom
carriers provide new high-speed Ethernet services faster and at lower cost."
"When combined with CIENA's global reach, financial strength and current
solution set, Internet Photonics' leading broadband solutions become even more
compelling and comprehensive," said Gregory Koss, president and CEO of Internet
Photonics. "In addition to the current product and customer synergies, we also
see the potential to apply Internet Photonics' flexible, low-cost transport
infrastructure to enhance CIENA's current metropolitan and enterprise
solutions."
Internet Photonics' customers include six of the top ten cable operators in
the U.S., including significant deployments by Cablevision and Adelphia, as well
as carriers such as TDS Metrocom, who use Internet Photonics' solutions to
deploy Ethernet private-line services.
The Optical Ethernet Market
Industry analyst Infonetics Research estimates the worldwide Ethernet
services market in which Internet Photonics participates will grow from
approximately $2.9 billion in 2003 to $7.5 billion by 2007.
"Internet Photonics' approach gives low capital and operational costs to
carriers and cable operators, as well as a rapid return on investment even on
minimal service take rates," said Michael Howard, principal analyst at
Infonetics Research. "As a result, Internet Photonics has several major
operators as customers. Internet Photonics' initial success in the growing cable
transport market gives CIENA a new and attractive customer set, and CIENA's
market presence, sales channel, and global support should enhance Internet
Photonics' momentum."
Internet Photonics' Product Overview
Access
LIGHTSTACK MXA is a low-cost access device deployed at the customer premise
or local CO/hub providing a managed demarcation point between the operator
network and the customer and delivering Ethernet and/or SONET/SDH services.
LIGHTSTACK MX is an aggregation node that resides at the customer premise,
hub, head-end, or central office and provides multiplexing of up to 8 GbE onto
10GigE wavelengths in a single stackable 1.75" high unit.
Aggregation
LIGHTSTACK GSLAM integrates optical transport, access service aggregation,
switching, and add/drop multiplexing functionality. It connects with the MXA and
MX making it an ideal means to collect, aggregate, and switch access circuits.
The platform's ability to crossconnect 64 Gigabit Ethernet connections provides
port scalability and bandwidth capacity needed to support major cable headends
or carrier COs.
Transport
LIGHTHANDLER is a 40 wavelength passive optical add/drop and bi-directional
optical amplifier that interfaces into existing SONET/SDH and DWDM networks to
flexibly scale services capacity.
Management
LIGHTSTACK NCS offers a carrier-grade network configuration and service
monitoring NMS. Its ability to simplify the tasks of network service
provisioning, fault isolation, and performance monitoring makes it a powerful
tool for enabling cable operators and carriers to profitably offer new Ethernet
based services.
Transaction Terms and Timing
Under the terms of the acquisition agreement, Internet Photonics will merge
into CIENA, and all the outstanding shares of Internet Photonics common and
preferred stock, and employee stock options will be exchanged for shares of
CIENA common stock. Based on the average closing price of CIENA common stock for
the ten trading days prior to the signing of the merger agreement, the number of
CIENA shares to be issued is 24.4 million, and the value of the transaction is
approximately $150 million. Internet Photonics' employee stock options will be
converted into options to purchase CIENA shares.
CIENA expects the transaction to qualify as a tax-free reorganization. This
transaction is subject to various conditions and approval by appropriate
government agencies. The boards of directors of both CIENA and Internet
Photonics, and a majority of the Internet Photonics' shareholders have approved
the transaction. It is expected that this transaction will close by the end of
CIENA's third fiscal quarter 2004. For accounting purposes, the value of the
transaction will be determined using a five-day average of CIENA's common
stock's closing price beginning on February 17, 2004.
Following completion of the transaction, Internet Photonics will become part
of CIENA's Metro and Enterprise Solutions group and will continue to operate
from its Shrewsbury, N.J. and Marlborough, Mass. locations.
Morgan Stanley served as financial advisor to CIENA on this transaction.
CSFB served as financial advisor to Internet Photonics.
Live Conference Call/Web Broadcast
Separately today, CIENA also announced its intent to acquire Catena
Networks, Inc., as well as results for its fiscal first quarter. In conjunction
with these announcements, CIENA will host a discussion with investors and
financial analysts today, Thursday, February 19, 2004 at 8:30 a.m. (Eastern).
The live broadcast of the discussion will be available via CIENA's homepage at
www.CIENA.com. An archived version of the discussion will be available shortly
following the conclusion of the live broadcast on the Investor Relations page of
CIENA's website at: www.CIENA.com/investors.
ABOUT CIENA
CIENA Corporation delivers innovative network solutions to the world's
largest service providers and enterprises, increasing the cost-efficiency of
current services while enabling the creation of new carrier-class data services
built upon the existing network infrastructure. Additional information about
CIENA can be found at www.ciena.com.
ABOUT INTERNET PHOTONICS
Internet Photonics, Inc. is an innovative growth company delivering the
first carrier-grade Intelligent Wavelength Platforms, which allow network
operators (service providers and cable MSOs) to sell profitable high-bandwidth
data services alongside existing legacy services. For more information, please
visit www.internetphotonics.com.
This press release includes certain "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. The forward-looking statements in this document
include statements about future financial and operating results and the proposed
CIENA/Internet Photonics transaction. These statements are based on our
expectations and are naturally subject to uncertainty and changes in
circumstances. Actual results could vary materially from these expectations. The
following factors, among others, could cause actual results to differ materially
from those described herein: inability to obtain, or meet conditions imposed
for, governmental and other approvals for CIENA's acquisition of Internet
Photonics, including approval by the stockholders of Internet Photonics; the
risk that the CIENA and Internet Photonics businesses will not be integrated
successfully; the costs related to the merger; and other economic, business,
competitive and/or regulatory factors affecting CIENA's and Internet Photonics'
business generally. More detailed information about these and other factors is
set forth in CIENA's Quarterly Report on Form 10-Q for the quarter ended January
31, 2004. CIENA is under no obligation (and expressly disclaims any such
obligation) to update or alter its forward-looking statements, whether as a
result of new information, future events or otherwise.
CIENA, its directors, executive officers and certain other members of
management and employees may be soliciting proxies from Internet Photonics
stockholders. Internet Photonics, Inc., its directors, executive officers and
certain other members of management and employees may be soliciting proxies from
Internet Photonics stockholders.
INVESTORS ARE URGED TO READ THE PROXY STATEMENT - PROSPECTUS RELATING TO THE
FOREGOING TRANSACTION THAT CIENA EXPECTS TO FILE WITH THE SEC BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION. THE PROXY STATEMENT - PROSPECTUS AND OTHER
DOCUMENTS FILED WITH THE SEC BY CIENA MAY BE OBTAINED, WHEN THEY BECOME
AVAILABLE, FOR FREE AT THE SEC'S WEB SITE, WWW.SEC.GOV. THE PROXY
STATEMENT-PROSPECTUS AND THESE OTHER DOCUMENTS MAY ALSO BE OBTAINED FOR FREE
FROM CIENA OR INTERNET PHOTONICS. REQUESTS TO CIENA MAY BE DIRECTED TO CIENA,
1201 WINTERSON RD., LINTHICUM, MD, 21090-2205, ATTENTION: INVESTOR RELATIONS.
REQUESTS TO INTERNET PHOTONICS MAY BE DIRECTED TO: INTERNET PHOTONICS, INC.,
1030 BROAD STREET, SHREWSBURY, NJ 07702, ATTENTION: STEVE WASZAK, CHIEF
FINANCIAL OFFICER.
CONTACT: CIENA Corporation
Press Contacts:
Denny Bilter or Aaron Graham, 877-857-7377
pr@ciena.com
or
Investor Contacts:
Suzanne DuLong or Jessica Towns, 888-243-6223
ir@ciena.com