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): October 3, 2019
(Exact name of registrant as specified in its charter)
Commission File Number: 001-36250
(State or other jurisdiction of incorporation)
(Address of principal executive offices)
(IRS Employer Identification No.)
(Zip Code)
Registrant's telephone number, including area code: (410 ) 694-5700
Not Applicable
(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)) | |||
Securities registered pursuant to Section 12(b) of the Act: | ||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 8.01 – OTHER EVENTS
On October 3, 2019, Ciena Corporation ("Ciena") issued a press release announcing that it has entered into a definitive agreement to acquire privately-held Centina Systems, Inc., a provider of service assurance analytics and network performance management solutions. The transaction is expected to close during Ciena’s fiscal first quarter 2020 and is subject to customary closing conditions. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
This report contains certain forward-looking statements that are based on Ciena's current expectations, forecasts, information and assumptions and that involve inherent risks and uncertainties. Actual results or outcomes may differ materially from those stated or implied because of risks and uncertainties, including those detailed in Ciena's most recent annual and quarterly reports filed with the Securities and Exchange Commission. Forward-looking statements include statements regarding Ciena's expectations, beliefs, intentions or strategies, including the timing of the closing of the acquisition of Centina Systems, Inc., and can be identified by words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "will," and "would" or similar words. Ciena assumes no obligation to update any forward-looking information included in this report.
ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS
(d) | Exhibits. | |||
Exhibit Number | Description of Document | |||
Exhibit 99.1 | ||||
Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
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: October 3, 2019 | By: | /s/ David M. Rothenstein |
David M. Rothenstein | ||
Senior Vice President, General Counsel and Secretary | ||
FOR IMMEDIATE RELEASE
Ciena Announces Intent to Acquire Centina
Industry-leading service assurance and network performance management capabilities strengthen Blue Planet’s Intelligent Automation Solutions
HANOVER, Md. - October 3, 2019 - Ciena® Corporation (NYSE: CIEN) has entered into a definitive agreement to acquire privately-held Centina, a leading provider of service assurance analytics and network performance management solutions. Centina’s industry-leading technology and engineering expertise will be integrated into Blue Planet, a division of Ciena.
The acquisition of Centina is intended to accelerate Blue Planet’s software strategy of providing closed-loop, intelligent automation solutions that help communications service providers improve operational agility while delivering a highly differentiated customer experience. Specifically, the Centina solution will expand Blue Planet’s assurance capabilities by collecting and collating fault, event, and performance data from multiple vendors and network layers, including virtual domains such as NFV as well as more traditional optical, Ethernet and IP/MPLS networks and services. Integrating Centina’s robust service assurance capabilities with Blue Planet Multi-Domain Service Orchestration (MDSO) and Blue Planet Inventory (BPI) will allow continuous optimization of service performance, quality and availability on a proactive basis by resolving problems automatically before they impact the service and user experience.
“The acquisition of Centina advances Blue Planet’s position as an emerging leader in operational support systems (OSS), focused on closed-loop automation. By continuously monitoring the performance of services, Centina’s multi-layer, multi-domain service assurance solution will help our customers resolve issues more quickly and optimize network performance,” said Rick Hamilton, senior vice president of Blue Planet. “This is a key step to achieving more adaptive networks that are critical in today’s digital society where the customer experience is the ultimate differentiator.”
The transaction is expected to close by the end of calendar 2019 and is subject to customary closing conditions.
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About Ciena
Ciena (NYSE: CIEN) is a networking systems, services and software company. We provide solutions that help our clients create the Adaptive Network in response to the constantly changing demands of their users. By delivering best-in-class networking technology through high-touch consultative relationships, we build the world’s most agile networks with automation, openness and scale. For updates on Ciena, follow us on Twitter @Ciena, LinkedIn, the Ciena Insights blog, or visit www.ciena.com.
About Blue Planet
Blue Planet, a division of Ciena (NYSE: CIEN), provides market-leading intelligent automation software and specialized professional services to help clients modernize their IT and network operations. Driven by policy and AI-based insights, Blue
Planet delivers the closed-loop automation tools needed to align IT and networking processes-critical to facilitating digital transformation. For updates on Blue Planet, visit www.blueplanet.com.
Note to Ciena Investors
You are encouraged to review the Investors section of our website, where we routinely post press releases, SEC filings, recent news, financial results, and other announcements. From time to time we exclusively post material information to this website along with other disclosure channels that we use. This press release contains certain forward-looking statements that are based on our current expectations, forecasts, information and assumptions. These statements involve inherent risks and uncertainties. Actual results or outcomes may differ materially from those stated or implied, because of risks and uncertainties, including those detailed in our most recent annual and quarterly reports filed with the SEC. Forward-looking statements include statements regarding our expectations, beliefs, intentions or strategies and can be identified by words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "will," and "would" or similar words. Ciena assumes no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.