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) January 22, 2008
Ciena Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 0-21969 |
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23-2725311 |
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(IRS Employer Identification No.) |
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| 1201 Winterson Road, Linthicum, MD |
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21090 |
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(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):
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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
Agreement and Plan of Merger
On January 22, 2008, Ciena Corporation, a Delaware corporation (“Ciena”), entered into a definitive
Agreement and Plan of Merger (the “Merger Agreement”) with World Wide Packets, Inc., a Delaware
corporation (“World Wide Packets”), Wolverine Acquisition Subsidiary, Inc., a Delaware corporation
and wholly owned subsidiary of Ciena (“Merger Sub”), and Daniel Reiner, as Stockholders’
Representative. The Merger Agreement provides that, upon the terms and conditions set forth
therein, Merger Sub will be merged with and into World Wide Packets, with World Wide Packets
continuing as the surviving corporation and a wholly owned subsidiary of Ciena (the “Merger”). The
Merger Agreement and the transaction contemplated thereby were approved by the boards of directors
of Ciena and World Wide Packets, and approved by World Wide Packets’ stockholders. Approval of the
Merger by Ciena’s stockholders is not required. A copy of the Merger Agreement is attached hereto
as Exhibit 2.1 and incorporated herein by reference.
Under the terms of the Merger Agreement, upon the closing of the Merger, World Wide Packets’ equity
holders will receive, subject to certain adjustments described below, total cash consideration of
approximately $200 million and approximately 3.4 million shares of Ciena common stock, par value
$0.01 per share (the “Merger Consideration”). Of this amount, $20 million and 340,000 shares of
Ciena common stock shall be placed into escrow for a period of one year as security for the
indemnification obligations of World Wide Packets’ stockholders under the Merger Agreement. The
Merger Consideration is subject to reduction based on World Wide Packets’ debt level at closing and
World Wide Packets’ transaction expenses related to the Merger.
Upon the closing of the transactions contemplated by the Merger Agreement, Ciena will assume all
then outstanding World Wide Packets options and substitute them for options to acquire shares of
Ciena common stock. World Wide Packets warrants that are not exercised prior to the closing of the
Merger (“Assumed Warrants”) will be converted into the right to receive, on the same terms and
conditions as were applicable under such Assumed Warrants prior to the Merger, cash and a number of
shares of Ciena common stock equivalent to the amount the holder of such Assumed Warrant would have
received per share of World Wide Packets stock had such Assumed Warrant been exercised immediately
prior to the Merger (the “Per Share Warrant Consideration”). Ciena has agreed to register for
resale following the closing of the Merger all shares issued in the Merger to stockholders of World
Wide Packets and issuable to holders of Assumed Warrants. Under the terms of the Merger Agreement,
Ciena has also agreed to register on Form S-8 following the closing of the Merger shares of Ciena
common stock issuable to holders of assumed options.
Ciena, World Wide Packets and Merger Sub have made customary representations, warranties and
covenants in the Merger Agreement. The closing of the Merger is subject to customary closing
conditions, including the expiration or termination of applicable waiting periods under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and any applicable foreign antitrust laws.
Item 3.02. Unregistered Sales of Equity Securities
The information set forth in Item 1.01 above is incorporated into this Item 3.02 by reference.
Pursuant to the Merger Agreement, at the effective time of the Merger, Ciena will issue, as a
portion of the Merger Consideration, up to 3.4 million shares of Ciena common stock (including
shares of Ciena common stock issuable upon the exercise of Assumed Warrants) to certain of World
Wide Packets’ stockholders and to holders of Assumed Warrants. The exact number of shares of
Ciena common stock to be issued in the Merger is subject to adjustment as described in Item 1.01
above.
The exercise periods of the Assumed Warrants range from 5 to 10 years from their original date of
issuance by World Wide Packets and the exercise prices of the Assumed Warrants range from $0.13 to
$1.08 per share of World Wide Packets stock. The foregoing exercise prices would continue to apply
with respect to the Per Share Warrant Consideration following the Merger.