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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
May 3, 2004
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 File No.) (IRS Employer
of incorporation) 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)
Item 5. Other Events and Regulation FD Disclosure.
On May 3, 2004, CIENA Corporation issued a press release announcing the
completion of its acquisitions of Catena Networks, Inc. and 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 May 3, 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: May 3, 2004 By: /s/ Russell B. Stevenson, Jr.
Russell B. Stevenson, Jr.
Senior Vice President, General Counsel and
Secretary
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EXHIBIT 99.1
CIENA Completes Acquisitions of Catena Networks and Internet Photonics
Marking the Latest Steps in Its Expansion beyond Optical
LINTHICUM, Md.--(BUSINESS WIRE)--May 3, 2004--
Portfolio Now Includes Next-Generation Voice, Video and Data
Service Delivery Platforms
CIENA(R) Corporation (NASDAQ:CIEN), a leading provider of global network
solutions, today announced the completion of its acquisitions of Catena
Networks, Inc. and Internet Photonics, Inc. pursuant to the terms of merger
agreements announced on February 19, 2004.
"The addition of Catena and Internet Photonics accelerates CIENA's expansion
beyond optical infrastructure, furthering our transformation into a
comprehensive networking and service delivery partner for our customers," said
Gary Smith, CIENA's president and CEO. "CIENA can now offer customers integrated
solutions that span from the optical core of their networks to the very point at
which revenue is generated -- where they create and deliver the next-generation
of voice, video and data services to both enterprises and consumers.
"We are very pleased to have the Catena and Internet Photonics teams on
board, and we are excited about the new opportunities they bring to CIENA, our
customers, shareholders and employees," said Smith.
Transaction Terms
In the Catena transaction, CIENA acquired all outstanding shares of Catena's
common and preferred stock, and assumed all outstanding employee stock options
in exchange for approximately 75.9 million shares of CIENA's common stock.
In the Internet Photonics transaction, CIENA acquired all outstanding shares
of Internet Photonics' common and preferred stock, and assumed all outstanding
employee stock options in exchange for approximately 24.1 million shares of
CIENA's common stock. The number of CIENA shares was determined based on the
average closing price of CIENA common stock for the 10 days prior to the signing
of the merger agreement on February 18, 2004.
For accounting purposes, the value of both transactions will be determined
using a five-day average of the closing price of CIENA's common stock beginning
on February 17, 2004, two trading days prior to CIENA's announced intention to
acquire the companies. The majority of the CIENA common shares issued in the
transactions are not subject to lock-up provisions and therefore are freely
tradable effective with the close.
Organization
Combined, Catena and Internet Photonics add approximately 380 employees to
CIENA. Effective immediately, Catena becomes CIENA's Broadband Access Group, led
by former Catena CEO, Jim Hjartarson. Internet Photonics becomes part of CIENA's
Metro and Enterprise Services Group (MESG) led by James Frodsham who recently
joined CIENA. Frodsham's previous experience includes more than 10 years at
Nortel where he held several senior level positions.
Facilities Synergies
CIENA expects to consolidate several CIENA, Catena and Internet Photonics
facilities and as a result, will take on no incremental long-term facilities
with the acquisitions.
-- CIENA will consolidate its existing Kanata, Ontario operations into
Catena's Kanata facility.
-- Catena's Research Triangle Park, N.C. operations will be
consolidated into CIENA's existing Research Triangle Park
facility.
-- CIENA's Red Bank, N.J. operations will be consolidated into
Internet Photonics' Shrewsbury, N.J. facility.
-- Internet Photonics' Marlborough, Mass. operations will be
consolidated into CIENA's existing Acton, Mass. facility.
Following these facility consolidations CIENA will operate
development centers in Alpharetta, Ga., Linthicum, Md., Acton, Mass.,
Shrewsbury, N.J., Research Triangle Park, N.C. and Kanata, Ontario.
CIENA previously announced its intent to close its San Jose, Calif.
facility by September 30, 2004.
About Catena
Catena is a leader in the broadband access market with more than 6,000
integrated broadband access solutions deployed with Regional Bell Operating
Companies (RBOCs), major Independent Operating Companies (IOCs) and Competitive
Local Exchange Carriers (CLECs). These solutions provide POTS, DSL and Packet
Voice capability on every line and integrate the functions of a Next Generation
Digital Loop Carrier (NGDLC), a video-enabled Digital Subscriber Line Access
Multiplexer (DSLAM), a fiber multiplexer and a packet-ready (VoIP) media
gateway.
About Internet Photonics
Internet Photonics is leading supplier of carrier-grade optical Ethernet
transport and switching solutions. Internet Photonics' current customers include
seven of the top ten cable providers in the U.S., including Adelphia,
Cablevision and Cox Communications, as well as carriers such as TDS Metrocom who
use Internet Photonics' solutions to deploy Ethernet private-line services.
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.
NOTE TO INVESTORS
This press release contains certain forward-looking statements based on
current expectations, forecasts and assumptions of CIENA (the Company) that
involve risks and uncertainties. Forward-looking statements in this release,
including but not limited to the addition of Catena and Internet Photonics
accelerates CIENA's expansion beyond optical infrastructure, furthering our
transformation into a comprehensive networking and service delivery partner for
our customers; CIENA expects to consolidate several CIENA, Catena and Internet
Photonics facilities and as a result, will take on no incremental long-term
facilities with the acquisitions; CIENA will consolidate its existing Kanata,
Ontario operations into Catena's Kanata facility; Catena's Research Triangle
Park, N.C. operations will be consolidated into CIENA's existing Research
Triangle Park facility; CIENA's Red Bank, N.J. operations will be consolidated
into Internet Photonics' Shrewsbury, N.J. facility; and, Internet Photonics'
Marlborough, Mass. operations will be consolidated into CIENA's existing Acton,
Mass. facility, are based on information available to the Company as of the date
hereof. The Company's actual results could differ materially from those stated
or implied in such forward-looking statements, due to risks and uncertainties
associated with the Company's business, which include the risk factors disclosed
in the Company's Report on Form 10-Q filed with the Securities and Exchange
Commission on February 19, 2004. Forward-looking statements include statements
regarding the Company'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. The Company assumes no
obligation to update the information included in this press release, whether as
a result of new information, future events or otherwise.
CONTACT: CIENA Corporation
Press: Aaron Graham, 877-857-7377
email: pr@ciena.com
or
Investor: Suzanne DuLong or Jessica Towns, 888-243-6223
email: ir@ciena.com