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
Date of Report (Date of earliest event reported) August 17, 1998
TELLABS, INC.
(Exact name of registrant as specified in charter)
Delaware 0-9692 36-3831568
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
4951 Indiana Avenue, Lisle, Illinois 60532
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (630) 378-8800
N/A
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On August 14, 1998, Tellabs, Inc. (the "Company") and CIENA Corporation
("CIENA") issued a joint press release announcing preliminary fiscal
third quarter results for CIENA, reaffirmations of their recommendations
in favor of the previously announced proposed merger from the Boards of
Directors of the Company and CIENA, and a clarification of information
previously reported in the proxy material. Further details are
contained in a copy of the press release attached hereto as Exhibit
20.9, which is incorporated by reference herein.
Also, the Company hereby provides an additional correction to its Proxy
Statement dated July 21, 1998:
On Page 10, "Selected Consolidated Financial Data of CIENA",
gross profit for the six months ended April 30, 1998 and 1997
was $164,915 and $92,623, respectively. This information,
previously reported in CIENA's Forms 10-Q for the respective
periods, supersedes the gross profit amounts set forth in the
Proxy Statement which were incorrect due to a clerical error.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits
Exhibit 20.9 - Joint press release issued by Tellabs, Inc. and
CIENA Corporation on August 14, 1998.
SIGNATURE
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 hereunto duly authorized.
TELLABS, INC.
August 17, 1998 s\ J. Peter Johnson
---------------------
J. Peter Johnson
Vice President, Controller
and Chief Accounting Officer
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NEWS RELEASE EXHIBIT 20.9
FOR IMMEDIATE RELEASE CONTACT: Thomas P. Scottino
08/14/98 (630) 378-7504
CIENA ANNOUNCES PRELIMINARY FISCAL THIRD QUARTER
RESULTS; TELLABS AND CIENA REAFFIRM BOARDS'
RECOMMENDATIONS IN FAVOR OF MERGER
CIENA Clarifies Certain Matters
Lisle, Ill., and Linthicum, Md. - CIENA today announced that it
expects revenue of approximately $129 million for its third fiscal
quarter ended August 1, 1998. This compares with $121.8 million in
revenue reported for the third fiscal quarter of 1997. Net income for
the quarter is expected to be in the range of 13 cents to 15 cents
per share, exclusive of one-time charges associated with CIENA's
previously announced settlement with Pirelli. This compares with net
income for the third fiscal quarter of 1997 of 34 cents per share.
Patrick Nettles, president and chief executive officer of CIENA,
said, "We regularly face the risk of revenue fluctuation. There was an
unexpected late-quarter delay of receipt of an order of more than $25
million from an existing customer. Additionally, we believe the
anticipated change to calendar quarter reporting resulted in some
shifting of orders out of the fiscal third quarter."
Nettles continued, "Turning to the bottom line, during the third quarter
our gross margins were impacted by price concessions offered to a large
customer in return for volume commitments. This reduced gross margins
below our expected business model for the quarter."
"It is too soon to predict the extent of the impact our continued
market penetration efforts might have on results for the balance of the
year," concluded Nettles. "The quarter's results are evidence that
until we are able to more meaningfully diversify our customer base,
CIENA's results for a given quarter could be significantly impacted by
customer mix."
"We knew going into this merger that CIENA's business does not come
without risks and short-term volatility," said Tellabs President and CEO
Michael J. Birck. "We continue to believe in the long-term, strategic
value of this transaction. CIENA's optical products and expertise,
coupled with Tellabs' array of existing and pending transport products
and systems, comprise a formidable product base that far outweighs
short-term revenue and earnings variations. And despite CIENA's fiscal
third quarter shortfall, we believe that our earlier guidance regarding
third and fourth quarter results for the combined company remains
appropriate."
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The Boards of both companies, meeting separately this week, reaffirmed
their unanimous recommendations in favor of the merger.
Assuming the merger is approved on August 21, 1998, and closed shortly
thereafter, the combined company expects to report results for the
calendar third quarter in either the third or fourth week of October.
AT&T CLARIFICATION
CIENA also noted that, as previously reported on the proxy material
relating to the proposed merger, AT&T has indicated that it has
determined not to deploy CIENA's 16-channel DWDM. This does not exclude
the possibility that AT&T would deploy other 16-channel or
higher-capacity systems. CIENA is not aware to what extent AT&T will do
so.
CIENA (NASDAQ: CIEN) is a leader of open architecture, dense wavelength
division multiplexing systems for long-distance and local exchange
carriers. Through its Alta subsidiary, CIENA also provides a range of
engineering, furnishing and installation (EF&I) for telecommunications
service providers in the areas of transport, switching and wireless
communications.
Tellabs designs, manufactures, markets and services voice and data
transport and access systems. The company's products are used worldwide
by the providers of communications services. Tellabs, Inc., stock is
listed on the Nasdaq Stock Market (TLAB).
NOTE TO INVESTORS
Forward-looking statements in this release are based on information
available to both companies as of the date hereof. The actual results
of CIENA or Tellabs could differ materially from those stated or implied
by such forward-looking statements, due to risks and uncertainties
associated with their respective businesses, which include among others,
dependence by CIENA on its major customers and their spending patterns
and competition. The ability of Tellabs and CIENA to successfully
integrate operations following the merger will also significantly impact
future results. The forward-looking statements should be considered in
the context of these and other risk factors disclosed in the Tellabs
Registration Statement on Form S-4, as filed with the Securities and
Exchange Commission on July 21, 1998, and CIENA's Form 10-Q, as filed
with Securities and Exchange Commission on May 21, 1998.
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