<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________
SCHEDULE 13D A
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)
June 2, 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,
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
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
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 6,913,025*
REPORTING
PERSON WITH 9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
6,913,025*
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,913,025*
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)
6.8%
14 TYPE OF REPORTING PERSON
CO
*Reporting Person disclaims beneficial ownership of all shares.
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
(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,
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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.
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.
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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.
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Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
The Stockholder Agreements described in Item 4 of this
Statement were entered into by Tellabs and the Stockholders
listed in Item 4 as an inducement to Tellabs to enter into
the Merger Agreement described in Item 4. Except as set
forth in the preceding sentence, Tellabs has paid no
consideration in connection with entering into the
Stockholder Agreements.
Item 4. Purpose of Transaction
----------------------
On June 2, 1998, Tellabs, Inc., a Delaware corporation
("Tellabs"), White Oak Merger Corp., a Delaware corporation
and a wholly-owned subsidiary of Tellabs ("Sub"), and CIENA
Corporation, a Delaware corporation ("CIENA"), entered into
an Agreement and Plan of Merger (the "Merger Agreement"),
providing for the merger of Sub with and into CIENA (the
"Merger"), with CIENA surviving the Merger and becoming a
wholly-owned subsidiary of Tellabs. Pursuant to the Merger
Agreement, by virtue of the Merger each outstanding share of
CIENA Common Stock will be converted into the right to
receive 1.0 share of common stock, $.01 par value per share,
of Tellabs. Pursuant to the Merger Agreement, the directors
of Sub immediately prior to the consummation of the Merger
will become the directors of CIENA upon the effectiveness of
the Merger. At the effective time of the Merger, in
accordance with the Merger Agreement, the Third Restated
Certificate of Incorporation of CIENA shall be amended to
provide that the authorized capital stock of CIENA will be
1,000 shares of CIENA Common Stock and the present Amended
and Restated Bylaws of CIENA will remain in effect. It is
anticipated that, following the consummation of the Merger,
the CIENA Common Stock will be delisted from the Nasdaq
National Market and the CIENA Common Stock will be
terminated from registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, as amended. A copy of
the Merger Agreement is included as Exhibit 1 hereto and the
description of the Merger Agreement contained herein is
qualified in its entirety by reference to such exhibit,
which is incorporated herein by reference.
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Concurrently with the execution of the Merger Agreement, in
order to induce Tellabs to enter into the Merger Agreement,
Billy Oliver, Patrick Nettles, Jon Bayless, Michael Zak,
Harvey Cash, Clifford Higgerson and Stephen Bradley, who are
all of the current directors of CIENA and Steve Chaddick and
Lawrence Huang, who are key executive officers of CIENA
(collectively, the "Stockholders") and who own (or have the
right to acquire pursuant to outstanding options) an
aggregate of 6,913,025 (approximately 6.8%) of the
outstanding shares of CIENA Common Stock, entered into
stockholder agreements (the "Stockholder Agreements") with
Tellabs.
The Stockholder Agreements provide, among other things,
that: (a) at the stockholders meeting of CIENA to be held to
approve and adopt the Merger Agreement (or at any
adjournment thereof) or in any other circumstances upon
which a vote, consent or other approval with respect to the
Merger or the Merger Agreement is sought, the Stockholder
shall vote (or cause to be voted) the shares of CIENA Common
Stock owned by such Stockholder as of the date of the
Stockholder Agreement and any other shares of capital stock
of CIENA acquired by such Stockholder after the date of the
Stockholder Agreement and during the term of the Stockholder
Agreement (the "Subject Shares") in favor of the Merger, the
adoption of the Merger Agreement and the approval of the
terms thereof and each of the other transactions
contemplated by the Merger Agreement; (b) at any meeting of
stockholders of CIENA or at any adjournment thereof or in
any other circumstances upon which the Stockholder's vote,
consent or other approval is sought, the Stockholder shall
vote (or cause to be voted) the Subject Shares against any
amendment of the Third Restated Certificate of Incorporation
of CIENA or the Amended and Restated Bylaws of CIENA which
amendment would in any manner impede, frustrate, prevent or
nullify the Merger, the Merger Agreement or any of the other
transactions contemplated by the Merger Agreement or change
in any manner the voting rights of any class of capital
stock of CIENA; (c) the Stockholder agrees not to (i) sell
(with certain limited exceptions), transfer, pledge, assign
or otherwise dispose of (including by gift) (collectively,
"Transfer"), or enter into any contract, option or other
arrangement (including any profit-sharing arrangement) with
respect to the Transfer of the Subject Shares to any person
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or (ii) enter into any voting arrangement, whether by proxy,
voting agreement or otherwise, in relation to the Subject
Shares, and agrees not to commit or agree to take any of the
foregoing actions; (d) the Stockholder shall not (i)
directly or indirectly solicit, initiate, or knowingly
encourage the submission of, any Takeover Proposal (as
defined in the Merger Agreement) or (ii) directly or
indirectly participate in any discussions or negotiations
regarding, or furnish to any person any information with
respect to, or take any other action to facilitate any
inquiries or the making of any proposal that constitutes or
may reasonably be expected to lead to, any Takeover
Proposal; and (e) the Stockholder agrees to use all
reasonable efforts to take, or cause to be taken, all
actions, and to do, or cause to be done, and to assist and
cooperate with Tellabs in doing, all things necessary,
proper or advisable to consummate and make effective, in the
most expeditious manner practicable, the Merger and the
other transactions contemplated by the Merger Agreement.
The obligations of the Stockholders under the Stockholder
Agreements terminate upon the earlier of the termination of
the Merger Agreement or the effective time of the Merger.
A copy of the form of Stockholder Agreement entered into
between Tellabs and each such Stockholder is filed as
Exhibit 2 hereto, and the description of the Stockholder
Agreements contained herein is qualified in its entirety by
reference to such exhibit, which is incorporated herein by
reference.
In connection with the Merger Agreement, Tellabs and CIENA
also entered into a Stock Option Agreement, dated as of June
2, 1998 (the "Stock Option Agreement") pursuant to which
CIENA granted Tellabs an option to purchase up to 19.9% of
CIENA's Common Stock upon the occurrence of certain
specified events, including, but not limited to, the
acquisition of 20% or more of CIENA's Common Stock by any
party other than Tellabs.
Further details regarding the Stock Option Agreement are
contained in the copy of the Stock Option Agreement filed as
Exhibit 3 hereto and the description of the Stock Option
Agreement contained herein is qualified in its entirety by
reference to such exhibit, which is incorporated herein by
reference.
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Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) - (c) By reason of the Stockholder Agreements, Tellabs
may be deemed to be the beneficial owner of, in
the aggregate, 6,913,025 shares (the "Shares") of
CIENA Common Stock and may be deemed to have
shared power to vote or direct the vote of the
Shares or shared power to dispose or direct the
disposition of the Shares. The Shares represent
approximately 6.8% of the outstanding shares of
CIENA Common Stock, based upon the number of
shares outstanding as of May 28, 1998. By virtue
of the limited nature of the Stockholder
Agreements, Tellabs expressly disclaims
beneficial ownership of the Shares. Except as
described in this Schedule 13D A, neither Tellabs
nor, to the best knowledge of Tellabs, any of the
persons listed in Item 2 above beneficially owns
any shares of CIENA Common Stock. Except as
described in this Schedule 13D A, neither Tellabs
nor, to the best of its knowledge, any of the
persons listed in Item 2 above has effected any
transactions in CIENA Common Stock during the
past 60 days.
(d) Not applicable.
(e) Not applicable
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Item 6. Contracts, Arrangements, Understanding or Relationships with
Respect to Securities of the Issuer.
-----------------------------------
As described in Item 4, Tellabs presently anticipates that
it will acquire the entire equity interest in CIENA pursuant
to the Merger Agreement.
Other than the Merger Agreement, the Stockholder Agreements
and the Stock Option Agreement described in Item 4 and
attached as Exhibits to this Statement, to the best
knowledge of Tellabs, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between
the persons listed in Item 2 of this Statement and any
person with respect to CIENA Common Stock.
Item 7. Material to be Filed as Exhibits.
--------------------------------
1 Agreement and Plan of Merger dated as of June 2, 1998
among Tellabs, Inc., White Oak Merger Corp. and CIENA
Corporation (Incorporated by reference to Exhibit 2.2 of
Tellabs, Inc.'s Current Report on Form 8-K (filed on
June 4, 1998)).
2 Form of Stockholder Agreement dated as of June 2, 1998
entered into between Tellabs, Inc. and certain
stockholders of CIENA Corporation (including a schedule
listing each such stockholder and the number of shares
of common stock of CIENA Corporation owned by such
stockholder as set forth in the Stockholder Agreement
entered into by such stockholder).
3 Stock Option Agreement between Tellabs, Inc. and CIENA
Corporation dated June 2, 1998 (incorporated by reference
to Exhibit 2.3 of Tellabs, Inc.'s Current Report on Form
8-K (filed on June 4, 1998).
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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: July 9, 1998 By: /s/ Margaret Maxwell Zagel
--------------------------
Margaret Maxwell Zagel
Secretary
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EXHIBIT INDEX
- -------------
Exhibit No. Description
- -----------------------
1 Agreement and Plan of Merger dated as of June 2, 1998 among Tellabs,
Inc., White Oak Merger Corp. and CIENA Corporation (Incorporated by
reference to Exhibit 2.2 of Tellabs, Inc.'s Current Report on Form
8-K (filed on June 4, 1998)).
2 Form of Stockholder Agreement dated as of June 2, 1998 entered into
between Tellabs, Inc. and certain stockholders of CIENA Corporation
(including a schedule listing each such stockholder and the number
of shares of common stock of CIENA Corporation owned by such
stockholder as set forth in the Stockholder Agreement entered into
by such stockholder).
3 Stock Option Agreement between Tellabs, Inc. and CIENA Corporation
dated June 2, 1998 (incorporated by reference to Exhibit 2.3 of
Tellabs, Inc.'s Current Report on Form 8-K (filed on June 4, 1998).
<PAGE> 1
Exhibit 2
FORM OF STOCKHOLDER AGREEMENT
STOCKHOLDER AGREEMENT, dated as of June 2, 1998 (this "Agreement"), by
the undersigned stockholder (the "Stockholder") of CIENA Corporation, a
Delaware corporation (the "Company"), for the benefit of Tellabs, Inc.,
a Delaware corporation ("Parent").
RECITALS
--------
WHEREAS, Parent, White Oak Merger Corp., a Delaware corporation and a
direct wholly owned subsidiary of Parent ("Sub"), and the Company are
entering into an Agreement and Plan of Merger, dated as of June 2, 1998
(the "Merger Agreement"), whereby, upon the terms and subject to the
conditions set forth in the Merger Agreement, each issued and
outstanding share of Common Stock, par value $.01 per share, of the
Company ("Company Common Stock"), not owned directly or indirectly by
Parent or the Company, will be converted into shares of Common Stock,
par value $.01 per share, of Parent ("Parent Common Stock");
WHEREAS, the Stockholder owns of record and/or holds stock options to
acquire (whether or not vested) that number of shares of Company Common
Stock appearing on the signature page hereof (such shares of Company
Common Stock, together with any other shares of capital stock of the
Company acquired by such Stockholder after the date hereof and during
the term of this Agreement, being collectively referred to herein as the
"Subject Shares"); and
WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Parent has required that the Stockholder agree, and in order
to induce Parent to enter into the Merger Agreement the Stockholder has
agreed, to enter into this Agreement.
NOW, THEREFORE, in consideration of the promises and the mutual
covenants and agreements set forth herein, the Stockholder agrees as
follows:
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1. Covenants of Stockholder.
------------------------
Until the termination of this Agreement in accordance with Section
4, Stockholder agrees as follows:
(a) At the Company Stockholder Meeting (or at any adjournment
thereof) or in any other circumstances upon which a vote,
consent or other approval with respect to the Merger and the
Merger Agreement is sought, the Stockholder shall vote (or cause
to be voted) the Subject Shares in favor of the Merger, the
adoption of the Merger Agreement and the approval of the terms
thereof and each of the other transactions contemplated by the
Merger Agreement.
(b) At any meeting of stockholders of the Company or at any
adjournment thereof or in any other circumstances upon which the
Stockholder's vote, consent or other approval is sought, the
Stockholder shall vote (or cause to be voted) the Subject Shares
against any amendment of the Company's Third Restated
Certificate of Incorporation, as amended, or Amended and
Restated By-Laws involving the Company or any of its
Subsidiaries, which amendment would in any manner impede,
frustrate, prevent or nullify the Merger, the Merger Agreement
or any of the other transactions contemplated by the Merger
Agreement or change in any manner the voting rights of any class
of capital stock of the Company. The Stockholder further agrees
not to commit or agree to take any action inconsistent with the
foregoing.
(c) The Stockholder agrees not to (i) sell (except to the extent set
forth in Annex A hereto), transfer, pledge, assign or otherwise
dispose of (including by gift) (collectively, "Transfer"), or
enter into any contract, option or other arrangement (including
any profit-sharing arrangement) with respect to the Transfer of
the Subject Shares to any person or (ii) enter into any voting
arrangement, whether by proxy, voting agreement or otherwise, in
relation to the Subject Shares, and agrees not to commit or
agree to take any of the foregoing actions.
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(d) The Stockholder shall not, nor shall the Stockholder permit any
affiliate, director, officer, employee, investment banker,
attorney or other advisor or representative of the Stockholder
to, (i) directly or indirectly solicit, initiate or knowingly
encourage the submission of, any Takeover Proposal or (ii)
directly or indirectly participate in any discussions or
negotiations regarding, or furnish to any person any information
with respect to, or take any other action to facilitate any
inquiries or the making of any proposal that constitutes or may
reasonably be expected to lead to, any Takeover Proposal.
(e) The Stockholder shall use the Stockholder's reasonable best
efforts to take, or cause to be taken, all actions, and to do,
or cause to be done, and to assist and cooperate with Parent in
doing, all things necessary, proper or advisable to support and
to consummate and make effective, in the most expeditious manner
practicable, the Merger and the other transactions contemplated
by the Merger Agreement.
2. Representations and Warranties.
------------------------------
The Stockholder represents and warrants to Parent as follows:
(a) The Stockholder is the record and beneficial owner of, and has
good and marketable title to, the Subject Shares. The
Stockholder does not own, of record or beneficially, any shares
of capital stock of the Company other than the Subject Shares.
The Stockholder has the sole right to vote, and the sole power
of disposition with respect to, the Subject Shares, and none of
the Subject Shares is subject to any voting trust, proxy or
other agreement, arrangement or restriction with respect to the
voting or disposition of such Subject Shares, except as
contemplated by this Agreement.
(b) This Agreement has been duly executed and delivered by the
Stockholder. Assuming the due authorization, execution and
delivery of this Agreement by Parent, this Agreement constitutes
the valid and binding agreement of the Stockholder enforceable
against the Stockholder in accordance with its terms, except as
may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other similar laws of general
application which may affect the enforcement of creditors'
rights generally and by general equitable principles. The
execution and delivery of this Agreement by the Stockholder does
not and will not conflict with any agreement, order or other
instrument binding upon the Stockholder, nor require the
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Stockholder to make or obtain any regulatory filing or approval
other than filings, if any, required pursuant to the Securities
Exchange Act of 1934, as amended.
3. Affiliate Letter.
----------------
The Stockholder agrees to execute and deliver on a timely basis an
Affiliate Letter in the form of Exhibit 5.5(a) to the Merger
Agreement, when and if requested by Parent.
4. Termination.
-----------
The obligations of the Stockholder hereunder shall terminate upon
the earlier of the termination of the Merger Agreement pursuant to
Section 7.1 thereof or the Effective Time.
5. Further Assurances.
------------------
The Stockholder will, from time to time, execute and deliver, or
cause to be executed and delivered, such additional or further
consents, documents and other instruments as Parent may reasonably
request for the purpose of effectively carrying out the transactions
contemplated by this Agreement.
6. Successors, Assigns and Transferees Bound.
-----------------------------------------
Any successor, assignee or transferee (including a successor,
assignee or transferee as a result of the death of the Stockholder,
such as an executor or heir) shall be bound by the terms hereof, and
the Stockholder shall take any and all actions necessary to obtain
the written confirmation from such successor, assignee or transferee
that it is bound by the terms hereof.
7. Remedies.
--------
The Stockholder acknowledges that money damages would be both
incalculable and an insufficient remedy for any breach of this
Agreement by it, and that any such breach would cause Parent
irreparable harm. Accordingly, the Stockholder agrees that in the
event of any breach or threatened breach of this Agreement, Parent,
in addition to any other remedies at law or in equity it may have,
shall be entitled, without the requirement of posting a bond or
other security, to equitable relief, including injunctive relief and
specific performance.
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<PAGE> 5
8. Severability.
------------
The invalidity or unenforceability of any provision of this
Agreement in any jurisdiction shall not affect the validity or
enforceability of any other provision of this Agreement in such
jurisdiction, or the validity or enforceability of any provision of
this Agreement in any other jurisdiction. If in the opinion of
Parent's independent accountants, any provision hereof would cause
the Merger to be ineligible for "pooling of interest" accounting
treatment, it shall be deemed to be ineffective and inapplicable.
9. Amendment.
---------
This Agreement may be amended only by means of a written instrument
executed and delivered by both the Stockholder and Parent.
10. Governing Law.
-------------
This Agreement shall be governed by, and construed in accordance in
accordance with, the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of
conflicts of laws thereof.
11. Capitalized Terms.
-----------------
Capitalized terms used in this Agreement that are not defined herein
shall have such meanings as set forth in the Merger Agreement.
12. Counterparts.
------------
For the convenience of the parties, this Agreement may be executed
in counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
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<PAGE> 6
13. No limitation on Actions of the Stockholder as Director.
-------------------------------------------------------
In the event the Stockholder is a director of the Company,
notwithstanding anything to the contrary in this Agreement, nothing
in this Agreement is intended or shall be construed to require the
Stockholder to take or in any way limit any action that the
Stockholder may take to discharge the Stockholder's fiduciary duties
as a director of the Company.
[______________________________]*
Name:
Number of shares of Company Common
Stock owned on the date hereof:
_____________
Accepted and Agreed to
as of the date set forth above:
TELLABS, INC.
By:
Name:
Title:
<PAGE>
<PAGE> 7
The following ANNEX A should be
attached to Stockholder Agreements signed by:
Lawrence Huang
Steve Chaddick
<PAGE>
<PAGE> 8
ANNEX A
The stockholder may sell up to ten (10) percent of the Subject Shares in
compliance with applicable laws and subject to the Affiliate Letter
referred to in Section 3 of this Agreement.
<PAGE>
<PAGE> 9
The following ANNEX A should be
attached to Stockholder Agreements signed by:
Patrick Nettles
Jon Bayless
Stephen Bradley
Harvey Cash
Billy Oliver
Clifford Higgerson
Michael Zak
<PAGE>
<PAGE> 10
ANNEX A
Stockholder may not sell any of the Subject Shares.
<PAGE> 11
Schedule
--------
List of Parties to the Stockholder Agreements and Shares Held as
Described in Exhibit 2 to this Schedule 13D A
Stockholder Shares Currently Owned(1)
----------- ----------------------
Jon Bayless 181,794
Stephen Bradley 30,000
Harvey Cash 177,500
Steve Chaddick 1,025,250(2)
Clifford Higgerson 286,658
Lawrence Huang 1,001,250(2)
Patrick Nettles 3,927,010
Billy Oliver 72,500
Michael Zak 211,063
(1) The number of shares includes stock options and is as reported by
each stockholder in his respective Stockholder Agreement.
(2) Messrs. Chaddick and Huang have the right to sell up to ten (10)
percent of the Subject Shares subject to complying with applicable
laws and their Affiliate Letter.
