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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
SCHEDULE 13D A-2
Under the Securities Exchange Act of 1934
CIENA CORPORATION
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
171779 10 1
(CUSIP Number)
Margaret Maxwell Zagel
Secretary
Tellabs, Inc.
4951 Indiana Avenue
Lisle, Illinois 60532-1698
(630) 378-8800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 13, 1998
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D A-2, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box:
( ).
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities
of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
(Continued on following pages)
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SCHEDULE 13D A-2
CUSIP No. 171779 10 1
1 NAME OF
REPORTING
PERSON
Tellabs, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ( ) (b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
NA
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
(a) ( ) (b) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
(a) ( ) (b) ( )
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
CO
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Item 1. Security and Issuer
-------------------
The class of equity securities to which this Statement
relates is the common stock, $.01 par value per share
("CIENA Common Stock"), of CIENA Corporation, a Delaware
corporation ("CIENA"). CIENA's principal executive offices
are located at 920 Elkridge Landing Road, Linthicum,
Maryland 21090.
Item 2. Identity and Background
-----------------------
This Statement is filed by Tellabs, Inc., a Delaware
corporation ("Tellabs"), whose principal business address is
4951 Indiana Avenue, Lisle, Illinois 60532-1698. Tellabs'
principal business is to design, manufacture, market and
service voice and data transport and network access systems.
During the past five years, Tellabs has not been convicted
in a criminal proceeding (excluding traffic violations or
similar misdemeanors), nor has it been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
Set forth below are the names, principal occupations and
business addresses of the executive officers and directors
of Tellabs. With the exception of Jukka Harju, who is a
citizen of Finland, each executive officer and director
listed below is a citizen of the United States of America.
During the past five years, none of the executive officers
or directors has been convicted in a criminal proceeding
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(excluding traffic violations or similar misdemeanors), or
has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect
to such laws.
Executive Officers of Tellabs:
NAME POSITION WITH TELLABS
- ---- ---------------------
Michael J. Birck(1) President, Chief Executive Officer and
Director, Tellabs, Inc.
Charles C. Cooney(1) Vice President, Sales and Service,
Tellabs Operations, Inc.
J. Thomas Gruenwald(2) Vice President, Strategic Resources, Tellabs
Operations, Inc.
Peter A. Guglielmi(2) Executive Vice President, Chief Financial
Officer and Treasurer, Tellabs, Inc., and
Tellabs Operations, Inc. and Director,
Tellabs, Inc.
Jukka Harju(3) Vice President and General Manager, Tellabs
Oy; Vice President, Tellabs International,
Inc.
Brian J. Jackman(1) President, Tellabs Operations,Inc; Executive
Vice President and Director, Tellabs, Inc.
J. Peter Johnson(2) Vice President, Finance and Treasury,
Assistant Secretary and Controller, Tellabs,
Inc., and Tellabs Operations, Inc.
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John C. Kohler(2) Vice President, Manufacturing, Tellabs
Operations, Inc.
Harvey R. Scull(1) Vice President, Advanced Business
Development, Tellabs Operations, Inc.
Richard T. Taylor(1) Senior Vice President and General Manager,
Digital Systems Division, Tellabs
Operations, Inc.
John E. Vaughan(1) President, Tellabs International, Inc.;
Executive Vice President, Tellabs, Inc.
Margaret Maxwell Zagel(1) Vice President, General Counsel and
Secretary, Tellabs Operations, Inc.;
Secretary, Tellabs, Inc.
(1) The business address of this executive officer is 4951 Indiana
Avenue, Lisle, Illinois 60532-1698.
(2) The business address of this executive officer is 1000 Remington
Boulevard, Bolingbrook, Illinois 60440
(3) The business address of this executive officer is Sinikalliontie 7,
FIN-02630, Espoo, Finland.
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Directors of Tellabs:
- --------------------
PRINCIPAL OCCUPATION, ADDRESS OF
NAME EMPLOYER AND BUSINESS ADDRESS OF DIRECTOR
- ----- -----------------------------------------
Michael J. Birck President and Chief Executive Officer of
Tellabs, Inc., 4951 Indiana Avenue Lisle,
Illinois 60532-1698.
John D. Foulkes, Ph.D. Director of Engineering Studies (retired)
University of Puget Sound; Professor
(retired) University of Washington, 1256
S. Halsey Drive, Coupeville, Washington
98239.
Peter A. Guglielmi Executive Vice President, Chief Financial
Officer and Treasurer, Tellabs, Inc., and
Tellabs Operations, Inc., 1000 Remington
Boulevard, Bolingbrook, Illinois 60440.
Brian J. Jackman President, Tellabs Operations, Inc,
Executive Vice President, Tellabs, Inc.,
4951 Indiana Avenue Lisle, Illinois
60532-1698.
Frederick A. Krehbiel Chief Executive Officer and Chairman of
the Board, Molex Incorporated, 2222
Wellington Court, Lisle, Illinois 60532.
Stephanie Pace Marshall,Ph.D. President, Illinois Mathematics and
Science Academy, 1500 W. Sullivan Road,
Aurora, Illinois 60506-1000.
William F. Souders Chairman and Chief Executive Officer
(retired), Emery Air Freight Corporation,
formerly Executive Vice President, Xerox
Corporation, 100 First Stamford Place,
Suite 402, Stamford, Connecticut
06904-2340.
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Jan H. Suwinski Professor of Strategy and Operations
Management-Johnson School, Cornell
University; Executive Vice President
(retired), Opto-Electronics Group, Corning
Incorporated; Chairman (retired) Siecor
Corporation, 451 Sheffield Road, Ithaca,
New York 14850.
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
Not applicable.
Item 4. Purpose of Transaction
----------------------
On September 13, 1998, Tellabs, Inc., a Delaware corporation
("Tellabs"), and CIENA Corporation, a Delaware corporation
("CIENA"), entered into a termination agreement dated as of
September 13, 1998 ("Termination Agreement") for the purpose
of terminating that certain Agreement and Plan of Merger
(the "Merger Agreement") between Tellabs, CIENA and White
Oak Merger Corp., a Delaware corporation. Such Termination
Agreement, among other things, provides for the termination
of those certain stockholder agreements between key execu-
tives and directors of CIENA and Tellabs, which terminated
any interest Tellabs may have been deemed to have acquired
over such persons CIENA Common Stock. A Copy of the
Termination Agreement is included as Exhibit 1 hereto and
the description of the Termination Agreement contained
herein is qualified in its entirety by reference to such
exhibit, which is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) - (c) Upon execution of the Termination Agreement described
in Item 4 above, Tellabs no longer has any interest in
the subject CIENA Common Stock.
(d) Not applicable.
(e) Not applicable
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Item 6. Contracts, Arrangements, Understanding or Relationships
with Respect to Securities of the Issuer.
-----------------------------------
Not applicable.
Item 7. Material to be Filed as Exhibits.
--------------------------------
1 Termination Agreement among Tellabs, Inc. and CIENA
Corporation dated as of September 13, 1998.
(Incorporated by reference to Exhibit 2.6 of Tellabs,
Inc.'s current Report on Form 8-K (filed on September
14, 1998)).
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
TELLABS, INC.
Dated: September 15, 1998 By: /s/ Margaret Maxwell Zagel
--------------------------
Margaret Maxwell Zagel
Secretary
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EXHIBIT INDEX
- -------------
Exhibit No. Description
- -----------------------
1 Termination Agreement among Tellabs, Inc. and CIENA Corporation
dated as of September 13, 1998. (Incorporated by reference to
Exhibit 2.6 of Tellabs, Inc.'s Current Report on Form 8-K (filed
on September 14, 1998)).
