UNITED STATES
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
June 5, 2007
Date of Report (Date of earliest event reported)
Ciena Corporation
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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0-21969
(Commission File
No.)
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23-2725311
(IRS Employer
Identification No.) |
1201 Winterson Road, Linthicum, Maryland 21090
(Address of principal executive offices) (Zip Code)
(410) 865-8500
Registrant’s telephone number, including area code:
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:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On June 5, 2007, Ciena Corporation (the “Company”) entered into an Underwriting Agreement (the
“Underwriting Agreement”) with Deutsche Bank Securities Inc. under which the Company agreed to
issue and sell $450,000,000 aggregate principal amount of 0.875% Convertible Senior Notes due 2017
(the “Notes”) in a public offering pursuant to the Company’s registration statement on Form S-3
(SEC File No. 333-143490) and a related prospectus supplement dated June 6, 2007 (the “Prospectus
Supplement”). The Company also granted Deutsche Bank Securities Inc. an option to purchase up to
an additional $50,000,000 in principal amount of Notes from us at the offering price less the
underwriting discount, which Deutsche Bank Securities exercised on June 6, 2007. The Company
estimates that the proceeds from the sale of the Notes will be approximately $488.4 million, after
deducting the underwriting discount and offering expenses. The Notes will be issued pursuant to an
indenture to be entered into between the Company and The Bank of New York, as trustee. The above
description of the Underwriting Agreement is qualified in its entirety by reference to the
Underwriting Agreement, which is filed as an exhibit to this report and is incorporated into this
Item 1.01 by reference.
Item 3.02. Unregistered Sales of Equity Securities.
Under the Underwriting Agreement described above, the Company has agreed to sell up to
$500,000,000 aggregate principal amount of Notes. The Notes are convertible into up to
approximately 13,107,700 shares of our common stock, subject to adjustments as described in the
Prospectus Supplement. The terms on which the Notes are convertible into our common stock are
described in the section of the Prospectus Supplement entitled “Description of the
Notes—Conversion of Notes”, which description is incorporated into this Form 8-K by reference. To
the extent that any common stock is issued upon conversion of the Notes, it will be issued in
transactions anticipated to be exempt from registration under the Securities Act of 1933 by virtue
of Section 3(a)(9) thereof, because no commission or other remuneration is expected to be paid in
connection with conversion of the Notes and issuance of the stock.
Item 9.01. Financial Statements and Exhibits.
Exhibit No.
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1.01
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Underwriting Agreement dated June 5, 2007 between the Company and Deutsche Bank
Securities Inc. |
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5.01
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Opinion of Hogan & Hartson L.L.P. regarding the legality of the Notes |
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23.01
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Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.01) |