View:
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
Date of report (Date of earliest event reported) August 8, 2006
----------------------
Ciena Corporation
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware
- --------------------------------------------------------------------------------
(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)
(410) 865-8500
- --------------------------------------------------------------------------------
(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):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 - OTHER EVENTS
On August 8, 2006, Ciena Corporation and Nortel issued a press release
announcing that the companies have reached an agreement to settle two patent
lawsuits between the companies that have been pending in the U.S. District Court
for the Eastern District of Texas. The text of the press release is attached to
this Form 8-K as Exhibit 99.1.
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
(c) The following exhibit is being filed herewith:
Exhibit Number Description of Document
-------------- -----------------------
Exhibit 99.1 Text of Press Release dated August 8, 2006,
issued by Ciena Corporation and Nortel, announcing
the settlement of pending patent litigation
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: August 8, 2006 By: /S/ Russell B. Stevenson, Jr.
------------------------------------------
Russell B. Stevenson, Jr.
Senior Vice President, General Counsel and
Secretary
EXHIBIT 99.1
Ciena and Nortel Announce Settlement of Pending Litigation
LINTHICUM, Md. & TORONTO--(BUSINESS WIRE)--Aug. 8, 2006--Ciena(R)
Corporation (NASDAQ:CIEN), the network specialist, and Nortel (NYSE/TSX:NT)
announced today that the companies have reached an agreement to settle two
patent lawsuits between the companies that have been pending in the U.S.
District Court for the Eastern District of Texas.
Pursuant to the settlement, the parties entered into a long-term patent
cross-license agreement. Both the original lawsuit brought by Ciena against
Nortel in January 2005 and a second patent infringement case filed by Nortel
against Ciena in April 2006 are to be dismissed.
ABOUT CIENA
Ciena Corporation is the network specialist, focused on expanding the
possibilities for its customers' networks while reducing their cost of ownershi
The Company's systems, software and services target and cure specific network
pain points so that telcos, cable operators, governments and enterprises can
best exploit the new applications that are driving their businesses forward. For
more information, visit www.ciena.com.
ABOUT NORTEL
Nortel is a recognized leader in delivering communications capabilities
that enhance the human experience, ignite and power global commerce, and secure
and protect the world's most critical information. Our next-generation
technologies, for both service providers and enterprises, span access and core
networks, support multimedia and business-critical applications, and help
eliminate today's barriers to efficiency, speed and performance by simplifying
networks and connecting people with information. Nortel does business in more
than 150 countries. For more information, visit Nortel on the Web at
www.nortel.com. For the latest Nortel news, visit www.nortel.com/news.
Certain statements in this press release may contain words such as "could",
"expects", "may", "anticipates", "believes", "intends", "estimates", "targets",
"envisions", "seeks" and other similar language and are considered
forward-looking statements or information under applicable securities
legislation. These statements are based on Nortel's current expectations,
estimates, forecasts and projections about the operating environment, economies
and markets in which Nortel operates. These statements are subject to important
assumptions, risks and uncertainties, which are difficult to predict and the
actual outcome may be materially different. Further, actual results or events
could differ materially from those contemplated in forward-looking statements as
a result of the following (i) risks and uncertainties relating to Nortel's
restatements and related matters including: Nortel's most recent restatement and
two previous restatements of its financial statements and related events; the
negative impact on Nortel and NNL of their most recent restatement and delay in
filing their financial statements and related periodic reports; legal judgments,
fines, penalties or settlements, or any substantial regulatory fines or other
penalties or sanctions, related to the ongoing regulatory and criminal
investigations of Nortel in the U.S. and Canada; any significant pending civil
litigation actions not encompassed by Nortel's proposed class action settlement;
any substantial cash payment and/or significant dilution of Nortel's existing
equity positions resulting from the finalization and approval of its proposed
class action settlement, or if such proposed class action settlement is not
finalized, any larger settlements or awards of damages in respect of such class
actions; any unsuccessful remediation of Nortel's material weaknesses in
internal control over financial reporting resulting in an inability to report
Nortel's results of operations and financial condition accurately and in a
timely manner; the time required to implement Nortel's remedial measures;
Nortel's inability to access, in its current form, its shelf registration filed
with the United States Securities and Exchange Commission (SEC), and Nortel's
below investment grade credit rating and any further adverse effect on its
credit rating due to Nortel's restatements of its financial statements; any
adverse affect on Nortel's business and market price of its publicly traded
securities arising from continuing negative publicity related to Nortel's
restatements; Nortel's potential inability to attract or retain the personnel
necessary to achieve its business objectives; any breach by Nortel of the
continued listing requirements of the NYSE or TSX causing the NYSE and/or the
TSX to commence suspension or delisting procedures; (ii) risks and uncertainties
relating to Nortel's business including: yearly and quarterly fluctuations of
Nortel's operating results; reduced demand and pricing pressures for its
products due to global economic conditions, significant competition, competitive
pricing practice, cautious capital spending by customers, increased industry
consolidation, rapidly changing technologies, evolving industry standards,
frequent new product introductions and short product life cycles, and other
trends and industry characteristics affecting the telecommunications industry;
the sufficiency of recently announced restructuring actions, including the
potential for higher actual costs to be incurred in connection with these
restructuring actions compared to the estimated costs of such actions and the
ability to achieve the targeted cost savings and reductions of Nortel's unfunded
pension liability deficit; any material and adverse affects on Nortel's
performance if its expectations regarding market demand for particular products
prove to be wrong or because of certain barriers in its efforts to expand
internationally; any reduction in Nortel's operating results and any related
volatility in the market price of its publicly traded securities arising from
any decline in its gross margin, or fluctuations in foreign currency exchange
rates; any negative developments associated with Nortel's supply contract and
contract manufacturing agreements including as a result of using a sole supplier
for key optical networking solutions components, and any defects or errors in
Nortel's current or planned products; any negative impact to Nortel of its
failure to achieve its business transformation objectives; additional valuation
allowances for all or a portion of its deferred tax assets; Nortel's failure to
protect its intellectual property rights, or any adverse judgments or
settlements arising out of disputes regarding intellectual property; changes in
regulation of the Internet and/or other aspects of the industry; Nortel's
failure to successfully operate or integrate its strategic acquisitions, or
failure to consummate or succeed with its strategic alliances; any negative
effect of Nortel's failure to evolve adequately its financial and managerial
control and reporting systems and processes, manage and grow its business, or
create an effective risk management strategy; and (iii) risks and uncertainties
relating to Nortel's liquidity, financing arrangements and capital including:
the impact of Nortel's most recent restatement and two previous restatements of
its financial statements; any inability of Nortel to manage cash flow
fluctuations to fund working capital requirements or achieve its business
objectives in a timely manner or obtain additional sources of funding; high
levels of debt, limitations on Nortel capitalizing on business opportunities
because of credit facility covenants, or on obtaining additional secured debt
pursuant to the provisions of indentures governing certain of Nortel's public
debt issues and the provisions of its credit facilities; any increase of
restricted cash requirements for Nortel if it is unable to secure alternative
support for obligations arising from certain normal course business activities,
or any inability of Nortel's subsidiaries to provide it with sufficient funding;
any negative effect to Nortel of the need to make larger defined benefit plans
contributions in the future or exposure to customer credit risks or inability of
customers to fulfill payment obligations under customer financing arrangements;
any negative impact on Nortel's ability to make future acquisitions, raise
capital, issue debt and retain employees arising from stock price volatility and
further declines in the market price of Nortel's publicly traded securities, or
any future share consolidation resulting in a lower total market capitalization
or adverse effect on the liquidity of Nortel's common shares. For additional
information with respect to certain of these and other factors, see Nortel's
Annual Report on Form10-K/A, Quarterly Report on Form 10-Q and other securities
filings with the SEC. Unless otherwise required by applicable securities laws,
Nortel disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
*Nortel, the Nortel logo and the Globemark are trademarks of Nortel
Networks.
CONTACT: Ciena Corporation
Press Contact:
Nicole Anderson, (410) 694-5786
pr@ciena.com
or
Investor Contact:
Jessica Towns, (888) 243-6223
ir@ciena.com
or
Nortel
Press Contact:
Jay Barta, (972) 685-2381
jbarta@nortel.com