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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
August 21, 1998
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Date of Report (Date of earliest event reported)
CIENA Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-21969 23-2725311
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
1201 Winterson Road, Linthicum, Maryland 21090
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(410) 865-8500
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Not applicable
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(Former name or former address, if changed since last report)
Exhibit Index on Page 4
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Item 5. Other Events.
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CIENA Corporation and Tellabs, Inc. agreed on August 21, 1998 to
adjourn their respective shareholder meetings until September 9, 1998. Further
details are included in a copy of the press release, which is attached hereto
as Exhibit 99.1 and incorporated by reference herein.
On August 21, 1998, CIENA Corporation issued another press release
providing certain additional information relating to the events surrounding the
postponement of the meetings. This press release is attached hereto as Exhibit
99.2 and incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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99.1 Press Release, dated August 21, 1998.
99.2 Press Release, dated August 21, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned thereunto duly authorized.
CIENA Corporation
Date: August 24, 1998 By: /s/ G. Eric Georgatos
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G. Eric Georgatos
Vice-President, General Counsel
and Secretary
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
99.1 Press Release, dated August 21, 1998.
99.2 Press Release, dated August 21, 1998.
</TABLE>
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EXHIBIT 99.1
PRESS RELEASE, DATED AUGUST 21, 1998.
FOR IMMEDIATE RELEASE INVESTOR CONTACT:
- --------------------- Suzanne DuLong
CIENA Corporation
(888) 243-6223
[email protected]
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PRESS CONTACT:
Denny Bilter
CIENA Corporation
(800) 921-1144
CIENA ANNOUNCES AT&T DECISION RE 40 CHANNEL TESTING
LINTHICUM, MD - AUGUST 21, 1998 -- CIENA Corporation (NASDAQ: CIEN) today
announced that it had been informed this morning by AT&T that AT&T will not
pursue further evaluation of CIENA's DWDM systems.
In view of the timing of AT&T's decision, CIENA will adjourn its pending
stockholder meeting, scheduled for today, at which stockholders are to vote
on the proposed merger with Tellabs, Inc. The stockholder meeting will be
reconvened on Wednesday, September 9 at 11:00 am Eastern time, at the
Company's Linthicum offices.
The Company indicated it would have further comments soon, but wanted to
disseminate news of the decision promptly.
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EXHIBIT 99.2
PRESS RELEASE, DATED AUGUST 21, 1998.
FOR IMMEDIATE RELEASE INVESTOR CONTACT:
- --------------------- Suzanne DuLong
CIENA Corporation
(888) 243-6223
[email protected]
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PRESS CONTACT:
Denny Bilter
CIENA Corporation
(800) 921-1144
CIENA RESPONDS TO AT&T DECISION REGARDING DWDM
SYSTEM EVALUATIONS EXPRESSES DISAPPOINTMENT WITH
DECISION, BUT NO CHANGE TO LONG-TERM BUSINESS OUTLOOK
LINTHICUM, MD - AUGUST 21, 1998 - CIENA Corporation (NASDAQ:CIEN) today
provided further comment in response to a communication received from AT&T in
which AT&T indicated that it will not pursue further evaluation of CIENA's
dense wavelength division multiplexing (DWDM) systems.
"The timing of this morning's phone call from AT&T was troubling and
surprising in light of the imminent CIENA and Tellabs' shareholder meetings,
and the news is of course disappointing," said Patrick Nettles, CIENA's
president and chief executive officer. "I want to assure CIENA's customers,
stockholders, employees and competitors that we at CIENA aren't easily
discouraged."
Nettles continued, "We believed that AT&T's decision would be viewed as
important by the market and therefore necessitated immediate disclosure and
the subsequent adjourning of the CIENA special shareholder meeting. However,
we see nothing that changes CIENA's business outlook as described in the
joint CIENA/Tellabs proxy statement."
Nettles concluded, "We continue to believe that CIENA is the market leader
for high-capacity DWDM systems and that our future prospects remain strong."
CIENA has shared this information with Tellabs. The Board of Directors of
CIENA continues to recommend shareholders' approval of the merger with
Tellabs in the terms described in the proxy statement.
NOTE TO INVESTORS
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Forward-looking statements in this release are based on information available
to the company as of the date hereof. The actual results of CIENA could
differ materially from those stated or implied by such forward-looking
statements, due to risks and uncertainties associated with its businesses,
which include among others, dependence on its major customers and their
spending patterns and competition. 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 filed with the
Securities and Exchange Commission on May 21, 1998.
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