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 19, 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) Exhibit Index on Page 2TABLE OF CONTENTS Item 5. Other Events and Regulation FD Disclosure - ------------------------------------------------- SIGNATURES EXHIBIT INDEX EX-99.1 Text of Press Release - -------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE On August 19, 2004, CIENA Corporation issued a press release announcing that Michael J. Rowny has been elected to CIENA's board of directors. The text of the press release is furnished as Exhibit 99.1 to this Report. Exhibits -- The following exhibit is furnished as part of this Report: Exhibit 99.1 -- Text of Press Release filed under Item 5 by CIENA Corporation, dated August 19, 2004. -2-
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 Dated: August 19, 2004 By: /s/ Russell B. Stevenson, Jr. ---------------------------------------------- Senior Vice President, General Counsel and Secretary -3-
Exhibit 99.1 Michael J. Rowny Joins CIENA Board of Directors LINTHICUM, Md.--(BUSINESS WIRE)--Aug. 19, 2004--CIENA(R) Corporation (NASDAQ:CIEN) today announced that Michael J. Rowny, chairman of Rowny Capital and former president and CEO of MCI's International Ventures, Alliances and Correspondent group, has joined CIENA's board of directors as its tenth member and eighth independent director. "Michael's vast business and leadership experience will be a solid addition to CIENA's board as the company works through the challenges associated with its ongoing business transformation, recent portfolio expansion and resulting market repositioning," said Patrick Nettles, CIENA's executive chairman. Since 1999, Rowny, 54, has served as chairman of Rowny Capital, a private equity company focusing on broadband, Internet, electronic commerce and related businesses. From 1994 to 1999, he was CEO of MCI Communications Corporation's International Ventures, Alliances and Correspondent group. In this role, Rowny led MCI's international operations and managed business development for the corporation worldwide, including acquisitions and divestitures. He also served as MCI's acting CFO; senior vice president, finance; and treasurer. His extensive career has included positions as executive vice president, CFO and Director of ICF Kaiser International; Chairman and CEO of Ransohoff Company; CEO of Hermitage Holding Company; Vice President, Strategic Planning and Ventures of The Bendix Corporation; Deputy Staff Director for The White House; Assistant to the Ambassador for U.S. Trade Negotiations and Professional Staff Member for the U.S. Senate Finance Committee. "CIENA is a great company with an excellent leadership team. While, along with most of its competitors, CIENA has suffered the effects of the extraordinarily challenging conditions in the telecommunications industry, it has taken significant steps to deal with those conditions and to set the stage for a return to profitability," said Rowny. "I am pleased to join CIENA's board of directors, and I look forward to being a part of CIENA's future as an industry leader." Rowny currently serves as Chairman of the board of directors for Step 9 Software Corporation and as a member of the board of directors of Intelliden. Mr. Rowny earned a Bachelor of Science degree in management from the Sloan School at the Massachusetts Institute of Technology. He also holds a J.D. in corporate law from Georgetown University and remains a member of the District of Columbia Bar Association. ABOUT CIENA CIENA Corporation delivers innovative network solutions to the world's largest service providers, cable operators 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. CONTACT: CIENA Corporation Investor Contacts: Suzanne DuLong or Jessica Towns (888) 243-6223 email: ir@ciena.com or Press Contacts: Aaron Graham or Nicole Anderson (877) 857-7377 email: pr@ciena.com