<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 20, 1999
REGISTRATION NO. 333-80375
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
CIENA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 3661 23-2725311
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
1201 WINTERSON ROAD
LINTHICUM, MD 21090
(410) 865-8500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
MICHAEL O. MCCARTHY
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
1201 WINTERSON ROAD
LINTHICUM, MD 21090
(410) 865-8500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
Copies to:
<TABLE>
<S> <C>
MICHAEL J. SILVER
AMY BOWERMAN FREED
HOGAN & HARTSON L.L.P.
111 SOUTH CALVERT STREET
BALTIMORE, MD 21202
(410) 659-2700
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act of 1933 registration statement number
of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act of 1933 registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PROSPECTUS
CIENA CORPORATION
13,166,284 Shares of Common Stock
We have prepared this prospectus to allow some of our stockholders to sell
up to 13,166,284 shares of our common stock.
Our common stock trades on the Nasdaq Stock Market under the symbol "CIEN."
On August 19, 1999, the last reported sale price of our common stock on Nasdaq
was $33.94 per share.
-------------------------
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 4.
-------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE COMMON STOCK, OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is , 1999.
<PAGE> 3
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference rooms at 450 Fifth Street,
N.W., Washington, D.C., and in New York, New York and Chicago, Illinois. Please
call the SEC at 1-800-732-0330 for further information on the public reference
rooms.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to these documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under the Securities Exchange Act of 1934:
- Our Annual Report on Form 10-K for the year ended October 31, 1998 (and
amended on April 5, 1999);
- Our Quarterly Reports on Form 10-Q for the quarters ended January 31,
1999, April 30, 1999 and July 31, 1999;
- Our Current Reports on Form 8-K filed April 1, 1999 (and amended on April
5, 1999), April 5, 1999 and July 21, 1999; and
- Our description of our common stock in our Form 8-A filed on January 13,
1997, as amended.
If a statement in a subsequently filed document that this prospectus
incorporates by reference differs from a statement in this prospectus, you
should rely upon the different statement contained in the subsequently filed
document, to the extent it is different. To obtain a copy of these filings at no
cost, you may write or telephone us at the following address:
Director, Investor Relations
CIENA CORPORATION
1201 Winterson Road
Linthicum, Maryland 21090
(410) 865-8500
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. Neither we nor the
selling stockholders have authorized anyone else to provide you with different
information. Neither we nor the selling stockholders are making an offer of
these securities in any state where the state does not permit an offer. You
should not assume that the information in this prospectus is accurate as of any
date other than the date on the front of the prospectus.
FORWARD-LOOKING STATEMENTS
Some of the statements contained, or incorporated by reference, in this
prospectus discuss future expectations, contain projections of results of
operations or financial condition or state other "forward-looking" information.
Those statements are subject to known and unknown risks, uncertainties and other
factors that could cause the actual
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<PAGE> 4
results to differ materially from those contemplated by the statements. The
"forward-looking" information is based on various factors and was derived using
numerous assumptions. In some cases, you can identify these so-called
"forward-looking statements" by words like "may," "will," "should," "expects,"
"plans," "anticipates," "believes," "estimates," "predicts," "potential," or
"continue" or the negative of those words and other comparable words. You should
be aware that those statements only reflect our predictions. Actual events or
results may differ substantially. Important factors that could cause our actual
results to be materially different from the forward-looking statements are
disclosed under the heading "Risk Factors" and throughout this prospectus.
3
<PAGE> 5
RISK FACTORS
You should carefully consider the following risk factors before deciding to
invest in CIENA's common stock. You should also consider the other information
in this prospectus and the additional information in CIENA's other reports on
file with the SEC and in the other documents incorporated by reference in this
prospectus. See "Where You Can Find More Information" on page 2.
OUR RESULTS CAN BE UNPREDICTABLE
Our near term results may be break-even or may involve losses. In general,
sequential revenue and operating results over the next 12 months are likely to
fluctuate and may continue to fluctuate in the future due to factors including:
- timing and size of orders
- the introduction of new products
- satisfaction of contractual customer acceptance criteria
- manufacturing and shipment delays and deferrals
We budget expense levels partially on our expectations of long-term future
revenue. These levels reflect our substantial investment in financial,
engineering, manufacturing and logistics support resources we think we may need
for large potential customers, even though we do not know the volume, duration
or timing of any purchases from them. As a result, we may continue to experience
increased inventory levels, operating expenses and general overhead.
Additionally, our Core Switching Division (formerly Lightera Networks,
Inc.) and Access Switching Division (formerly Omnia Communications, Inc.) have
ongoing development and operating expenses but are not expected to contribute
materially to revenues until calendar 2000.
DELAYS IN THE DEPLOYMENT OF NEW PRODUCTS COULD HURT OUR NEAR TERM PROSPECTS
If we fail to deploy new and improved products in a timely manner, our
competitive position and financial condition would be materially and adversely
affected. The complexity of the technology involved with several of our new
products such as the Multiwave CoreDirector and the Multiwave CoreStream
products using 10 gigabit per second transmission capability could result in
unanticipated delays in development and manufacturing. Such delays could
adversely affect our competitive and financial condition.
The certification process for new telecommunications equipment used in RBOC
networks, which is a process traditionally conducted by Telcordia Technologies,
has in the past resulted in and may continue to result in unanticipated delays
which may affect the deployment of our products for the RBOC market.
In order to meet our delivery commitments for our newest products, we will
need to finalize component sourcing, which we have not yet completed. Any delays
in component availability could result in delays in deployment of these products
and in recognizing revenues. Such delays could adversely affect our customer
relationships.
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<PAGE> 6
WE FACE INTENSE COMPETITION WHICH COULD HURT OUR SALES AND PROFITABILITY
A small number of very large companies have historically dominated our
industry including Lucent, Alcatel, Nortel, NEC, Pirelli, Siemens, Ericsson,
Fujitsu, and Hitachi. These companies have substantial financial, marketing and
intellectual property resources. We sell systems which compete directly with
product offerings of these companies and in some cases displace their legacy
equipment. As such, we represent a significant threat to these companies. The
expansion of our product offerings as a result of our acquisitions of Lightera
and Omnia likely will increase this perceived threat. We expect continued
aggressive tactics from many of these competitors such as:
- Substantial price discounting
- Early announcements of competing products
- "One-stop shopping" appeals
- Customer financing assistance
- Intellectual property disputes
These tactics can be particularly effective in a highly concentrated
customer base such as ours.
Sprint, a significant customer of ours, has long indicated that it intends
to establish a second vendor for DWDM products. In addition, other customers
that in the past have purchased DWDM equipment from CIENA, may select a second
vendor for DWDM products. We do not know when or if these customers will select
a second vendor or what impact the selection might have on purchases from us.
These customers could reduce their purchases from us, which could in turn have a
material adverse effect on us.
New competitors may also emerge to compete with our existing products as
well as our future products. In particular, a number of companies, including
several start-ups, have announced products that compete with our MultiWave
CoreStream, MultiWave CoreDirector and EdgeDirector products.
SMALLER CUSTOMERS MAY INCREASE FLUCTUATION IN OUR RESULTS
We have recently shifted our sales focus to smaller emerging carriers.
Timing and volume of purchasing from these smaller carriers can also be more
unpredictable due to factors such as their need to build a customer base,
acquire rights of way and interconnections necessary to sell network service,
and build out new capacity, all while working within capital budget constraints.
This increases the unpredictability of our financial results because even
smaller carriers purchase our products in multi-million dollar increments.
Unanticipated changes in customer purchasing plans also create
unpredictability in our results. Most of our anticipated revenue over the next
several quarters is comprised of orders of less than $25 million each from
several customers, some of which involve extended payment terms or other
financing assistance. Our ability to recognize revenue from financed sales to
these carriers will be impacted by their financial condition at the time of
product acceptance. Further, we will need to evaluate the collectibility of
receivables from these carriers if their financial condition deteriorates in the
future.
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<PAGE> 7
Additionally, purchasing delays or changes in the amount of purchases by any of
these customers, could have a material adverse effect on us.
WE MAY EXPERIENCE DELAYS FROM OUR SUPPLIERS AND FOR SOME ITEMS WE DO NOT HAVE
SUBSTITUTE SUPPLIERS
We depend on a small number of suppliers for key components of our
products, as well as equipment used to manufacture our products. Our highest
capacity product currently being shipped, the MultiWave CoreStream which is
capable of 96-channel configurations at 2.5 gigabits per second transmission
speeds, includes several higher performance components for which reliable, high
volume suppliers are particularly limited. On occasion, we have experienced
delays in receipt of key components. Any future difficulty in obtaining
sufficient and timely delivery of them could result in delays or reductions in
product shipments which, in turn, could have a material adverse effect on our
business, financial condition and results of operations. Delayed deliveries of
key components from these sources could have a material adverse effect on
CIENA's near-term results of operations.
OUR SUCCESS LARGELY DEPENDS ON OUR ABILITY TO RETAIN KEY PERSONNEL
Our success has always depended in large part on our ability to attract and
retain highly-skilled technical, managerial, sales and marketing personnel,
particularly those skilled and experienced with optical communications
equipment. Our key founders and employees, together with the key founders and
employees of Lightera and Omnia have received a substantial number of CIENA
shares and vested options that can be sold at substantial gains. In many cases,
these individuals could become financially independent through these sales,
before CIENA's future products have matured into commercially deliverable
products. Under the circumstances, we face a difficult and significant task of
retaining and motivating these key personnel. As CIENA has grown and matured,
competitors' efforts to entice our employees to leave have intensified,
particularly among competitive startups and other early stage companies seeking
to replicate CIENA's experience. CIENA and its employees are parties to
agreements that limit the employee's ability to work for a competitor following
termination of employment. We expect our competitors will respect these
agreements and not interfere with them. However, we can make no assurances of
that, or that we will be able to retain all of our key contributors or attract
new personnel to add to or replace them. The loss of key personnel would likely
have a material adverse effect on our business, financial condition and results
of operations.
WE MAY NOT BE ABLE TO SUCCESSFULLY COMPLETE DEVELOPMENT AND ACHIEVE COMMERCIAL
ACCEPTANCE OF LIGHTERA AND OMNIA PRODUCTS
Lightera's product, the MultiWave CoreDirector is in the laboratory-testing
phase and has not matured into commercially manufacturable units suitable for
field deployment. We expect that field deployable units of the Multiwave
CoreDirector will be available in the end of the first calendar quarter 2000. We
expect that Omnia's product, the MultiWave EdgeDirector 500, will be
commercially available in the third calendar quarter of 1999.
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<PAGE> 8
The maturing process from laboratory prototype to commercial acceptance involves
a number of steps, including:
- successful completion of product development
- the qualification and multiple sourcing of critical components,
including application-specific integrated circuits ("ASIC's") which
are not yet finalized
- validation of manufacturing methods
- extensive quality assurance and reliability testing, and staffing of
testing infrastructure
- software validation
- establishment of systems integration and burn in requirements, and
- identification and qualification of component suppliers
Each of these steps in turn presents serious risks of failure, rework or
delay, any one of which could materially and adversely affect the speed and
scope of product introduction and marketplace acceptance of the products.
Specialized ASIC's, in particular, are key to the timely introduction of
Lightera's products, and schedule delays are common in the final testing and
manufacture of such components. In addition, unexpected intellectual property
disputes, failure of critical design elements, and a host of other execution
risks may delay or even prevent the introduction of these products. Commercial
acceptance of the products is also not established and there is no assurance
that the substantial sales and marketing efforts necessary to achieve commercial
acceptance in traditionally long sales cycles will be successful.
PRODUCT PERFORMANCE PROBLEMS COULD LIMIT OUR SALES PROSPECTS
The production of new fiberoptic products and systems with high technology
content involves occasional problems as the technology and manufacturing methods
mature. We are aware of instances domestically and internationally of delayed
installation and activation of some of our products due to faulty components. If
significant reliability, quality or network monitoring problems develop, a
number of material adverse effects could result, including:
- manufacturing rework costs
- high service and warranty expense
- high levels of product returns
- delays in collecting accounts receivable
- reduced orders from existing customers, and
- declining interest from potential customers
Although we maintain accruals for product warranties, actual costs could
exceed these amounts.
From time to time, there will be interruptions or delays in the activation
of our products and the addition of channels, particularly because we do not
control all aspects of
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<PAGE> 9
the installation and activation activities. If we experience significant
interruptions or delays that we can not promptly resolve, confidence in our
products could be undermined, which could have a material adverse effect on us.
OUR PROSPECTS DEPEND ON DEMAND FOR BANDWIDTH WHICH WE CANNOT PREDICT OR CONTROL
We may not anticipate changes in direction or magnitude of demand for
bandwidth. Unanticipated reductions in bandwidth demand would adversely affect
us.
Our products enable high capacity transmission over long distance, and
certain short-haul portions, of optical communications networks. Our Multiwave
CoreDirector product is targeted to high capacity applications and our Multiwave
EdgeDirector product is targeted to providers of integrated fiberoptic access
and transport networks. Customers, however, determine:
- the quantity of bandwidth needed
- the timing of its deployment, and
- the equipment configurations and network architectures they want.
Customer determinations are subject to abrupt change in response to their
own competitive pressures, pressures to raise capital and financial performance
expectations.
INVESTMENT IN NEW COMPANIES AND CHANGES IN TECHNOLOGY COULD RESULT IN MORE
COMPETITION
We may not be able to successfully anticipate changes in technology,
industry standards, customer requirements and product offerings, yet our ability
to develop and introduce new and enhanced products will impact our position as a
leader in the deployment of high-capacity solutions. The accelerating pace of
deregulation in the telecommunications industry will likely intensify the
competition for improved technology. Many of our competitors have substantially
greater financial, technical and marketing resources and manufacturing capacity
with which to develop or acquire new technologies. There has been an increase in
the funding of new companies intending to develop new products for the rapidly
evolving telecom industry. These companies have time-to-market advantages due to
the narrow and exclusive focus of their efforts. New companies may provide
additional competition for our existing product lines as well as potential
future products. The introduction of new products embodying new technologies or
the emergence of new industry standards could render our existing products
uncompetitive from a pricing standpoint, obsolete or unmarketable. Any of these
outcomes would have a material adverse effect on our business, financial
condition and results of operations.
OUR STOCK PRICE MAY EXHIBIT VOLATILITY
Our common stock price has experienced substantial volatility in the past,
and is likely to remain volatile in the future. Volatility can arise as a result
of the activities of short sellers and risk arbitrageurs, and may have little
relationship to our financial results or prospects. Volatility can also result
from any divergence between our actual or anticipated financial results and
published expectations of analysts, and announcements we may make. This occurred
in 1998. We attempt to address this possible divergence through our public
announcements and reports; however, the degree of specificity we can offer in
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<PAGE> 10
such announcements, and the likelihood that any forward-looking statements we
make will prove correct in actual results, can and will vary. This is due
primarily to:
- the uncertainties associated with our dependence on a small number
of existing and potential customers
- the impact of changes in the customer mix
- the actions of competitors
- long and unpredictable sales cycles and customer purchasing programs
- the absence of unconditional minimum purchase commitments from any
customer
- a lack of visibility into our customers' deployment plans over the
course of the capital equipment procurement year, and
- the lack of reliable data on which to anticipate core demand for
high bandwidth transmission capacity
Divergence will likely occur from time to time in the future, with
resulting stock price volatility, irrespective of our overall year-to-year
performance or long-term prospects. As long as we continue to depend on
relatively few customers, and particularly when a substantial majority of their
purchases consist of newly-introduced products such as the MultiWave CoreStream,
Multiwave Edge Director and MultiWave Metro, there is substantial risk of widely
varying quarterly results.
LEGAL PROCEEDINGS COULD HAVE AN ADVERSE EFFECT ON OUR BUSINESS
In August 1998, shareholder class action lawsuits were filed against us and
certain of our officers and directors. These lawsuits, which were consolidated
into one complaint, were dismissed by the United States District Court on July
19, 1999 with leave to amend until August 20, 1999. We believe the allegations
in the complaint are without merit and intend to defend vigorously against them
should an amended complaint be filed. However, a consolidated amended complaint
has not yet been filed, and it is not possible to predict the outcome at this
time. If an amended complaint is filed and it is decided adversely to CIENA, it
could have a material adverse effect on our financial condition and results of
operations.
SOME OF OUR SUPPLIERS ARE ALSO OUR COMPETITORS
Some of our component suppliers are both primary sources for components and
major competitors in the market for system equipment. For example, we buy
certain key components from:
- Lucent
- Alcatel
- Nortel
- NEC, and
- Siemens
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<PAGE> 11
Each of these companies offers optical communications systems and equipment
which are competitive with our products. Also, Lucent is the sole source of two
components and is one of two suppliers of two others. Alcatel and Nortel are
suppliers of lasers used in our products and NEC is a supplier of an important
piece of testing equipment. A decline in reliability or other adverse change in
these supply relationships could materially and adversely affect our business,
financial condition and results of operations.
WE EXPECT THAT OUR ACQUISITIONS OF LIGHTERA AND OMNIA WILL MAKE OUR STOCK PRICE
MORE VOLATILE
Both Lightera and Omnia are still completing their respective development
stages, and we do not expect either of them to generate any revenue or earnings
for at least several months. Under these circumstances, we can expect
significant volatility over the next several quarters as investors make
judgments as to our relative progress in:
- bringing the Lightera and Omnia products to market
- integrating the two companies
- managing retention issues, and
- generally executing on the strategic vision.
Additionally, the shares held by former Lightera and Omnia shareholders,
together account for approximately 25% of the outstanding shares of CIENA. If a
large portion of these shares are sold within short periods of time, the stock
price may experience further volatility and may decline.
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<PAGE> 12
THE COMPANY
CIENA designs, makes and sells open architecture, dense wavelength division
multiplexing systems for fiberoptic communications networks, including
long-distance and local exchange carriers. Our systems enable these carriers to
carry greater volumes of communications traffic over existing fiber, by using
multiple optical signals, or wavelengths, where prior equipment used only a
single optical signal. CIENA also provides a range of engineering, furnishing
and installation services for our customers.
We designed all of our MultiWave systems with open architecture that allows
them to work with our customers' existing fiber optic transmission systems that
have a broad range of transmission speeds and signal formats. We target our
research and development efforts to broaden the product applications of our
technology and to integrate the technology as part of a more comprehensive
approach to optical communications solutions.
In March 1999, we acquired Lightera Networks, Inc., which is developing
optical core switches for fiberoptic communications networks. In July 1999, we
acquired Omnia Communications, Inc., a telecommunications equipment supplier.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock by the
selling stockholders.
SELLING STOCKHOLDERS
This Prospectus relates to the offering by the selling stockholders for
resale of up to 13,166,284 shares of common stock. Throughout this prospectus,
we may refer to these stockholders and their pledgees, donees, transferees or
other successors in interest who receive shares after the date of this
prospectus from a selling stockholder as a gift, pledge, partnership
distribution or other non-sale related transfer, as the "selling stockholders."
If they sell all of these shares in this offering, the selling stockholders will
beneficially own no shares of CIENA common stock. The selling stockholders
acquired their common stock on July 1, 1999 from us in exchange for their shares
of Omnia Communications, Inc.
The following table sets forth the following information with respect to
each selling stockholder as of August 20, 1999: (i) name and nature of any
position or other relationship with CIENA within the past three years; (ii) the
number and percentage of total outstanding shares of CIENA common stock each
selling stockholder beneficially owns before this offering; (iii) the number of
shares of common stock the selling stockholder is offering; and (iv) the number
and percentage of total outstanding shares of CIENA common stock that the
selling stockholder will own after the selling stockholder sells all of the
shares in this offering. The number of shares beneficially owned by each selling
stockholder includes shares held in escrow until July 1, 2000 to allow the
settlement
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<PAGE> 13
of contingencies in connection with the merger of Omnia into CIENA. The total
number of shares held in escrow on behalf of all of the selling stockholders is
1,207,120 shares.
<TABLE>
<CAPTION>
PERCENTAGE OF
TOTAL CIENA
OUTSTANDING
NUMBER OF SHARES SHARES NUMBER AND
BENEFICIALLY BENEFICIALLY PERCENTAGE OF SHARES
OWNED BEFORE OWNED BEFORE NUMBER OF BENEFICIALLY OWNED
THE OFFERING THE OFFERING SHARES OFFERED AFTER OFFERING
---------------- ------------- -------------- --------------------
<S> <C> <C> <C> <C>
Bessemer Venture Partners IV,
L.P.......................... 949,181 0.69% 949,181 0
1400 Old Country Road
Suite 407
Westbury, NY 11590
BVP IV Special Situations
L.P.......................... 115,962 0.08 115,962 0
1400 Old Country Road
Suite 407
Westbury, NY 11590
Bessemer Venture Investors
L.P.......................... 280,141 0.20 280,141 0
1400 Old Country Road
Suite 407
Westbury, NY 11590
Bessec Ventures IV L.P......... 949,184 0.69 949,184 0
1400 Old Country Road
Suite 407
Westbury, NY 11590
Robi L. Soni(1)................ 2,320,247 1.69 2,320,247 0
c/o Bessemer Venture Partners
83 Walnut Street
Wellesley, MA 02481
Charles River Partnership VIII,
L.P.......................... 2,788,618 2.03 2,788,618 0
Bay Colony Corporate Center
1000 Winter Street
Suite 3300
Waltham, MA 02154
Charles River VIII-A LLC....... 12,824 0.01 12,824 0
Bay Colony Corporate Center
1000 Winter Street
Suite 3300
Waltham, MA 02154
Richard Burnes(2).............. 2,801,422 2.04 2,801,422 0
c/o Charles River Partners
Bay Colony Corporate Center
1000 Winter Street
Suite 3300
Waltham, MA 02154
Atlas Venture Fund III, L.P.... 1,832,722 1.33 1,832,722 0
222 Berkeley Street
Boston, MA 02116
Atlas Venture Entrepreneurs'
Fund III, L.P................ 39,847 0.03 39,847 0
222 Berkeley Street
Boston, MA 02116
</TABLE>
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<PAGE> 14
<TABLE>
<CAPTION>
PERCENTAGE OF
TOTAL CIENA
OUTSTANDING
NUMBER OF SHARES SHARES NUMBER AND
BENEFICIALLY BENEFICIALLY PERCENTAGE OF SHARES
OWNED BEFORE OWNED BEFORE NUMBER OF BENEFICIALLY OWNED
THE OFFERING THE OFFERING SHARES OFFERED AFTER OFFERING
---------------- ------------- -------------- --------------------
<S> <C> <C> <C> <C>
Barry Fidelman(3).............. 1,872,569 1.36 1,872,569 0
c/o Atlas Ventures
222 Berkeley Street
Boston, MA 02116
SVM STAR Ventures Management... 141,667 .10 141,667 0
Possartstrasse 9 D-81679
Munich, Germany
SVE Star Ventures Enterprises
No. V........................ 797,775 0.58 797,775 0
Possartstrasse 9 D-81679
Munich, Germany
SVM Star Ventures Management
GmbH No. 3................... 154,068 0.11 154,068 0
Possartstrasse 9 D-81679
Munich, Germany
SVE Star Ventures Enterprises
No. VII...................... 370,578 0.27 370,578 0
Possartstrasse 9 D-81679
Munich, Germany
Michael A. Champa.............. 1,021,792 * 1,021,792 0
Jeffrey Weiss.................. 929,086 * 929,086 0
Jeffrey Black.................. 920,021 * 920,021 0
James M. Dow................... 391,555 * 391,555 0
Walter Dray.................... 343,619 * 343,619 0
William Regan.................. 343,619 * 343,619 0
Lawrence M. Harding............ 166,249 * 166,249 0
James O'Bray................... 110,833 * 110,833 0
Other selling stockholders as a
group(4)..................... 481,164 * 481,164 0
</TABLE>
- ---------------
* Less than 1%.
(1) Mr. Soni, a member of Deer IV & Co. LLC, the general partner of Bessemer
Venture Partners IV, L.P., Bessec IV L.P., BVP IV Special Situations L.P.
and Bessemer Venture Investors L.P., is a former director of Omnia. Mr. Soni
shares voting power with respect to the shares listed and investment power
with respect to the shares held by the foregoing limited partnerships. Mr.
Soni owns directly 25,779 shares of CIENA common stock. Mr. Soni disclaims
beneficial ownership of all other shares listed except to the extent of his
pecuniary interest in the shares held by the foregoing limited partnerships.
(2) Mr. Burnes, a general partner of Charles River VIII GP Limited Partnership,
the general partner of Charles River Partnership VIII, a Limited
Partnership, an officer of Charles River Friends VII, Inc., the manager of
Charles River VIII-A LLC and a general partner of Charles River Partnership
VIII, is a former director of Omnia. Mr. Burnes shares voting and investment
power with respect to the shares listed. Mr. Burnes does not own any shares
of CIENA in his individual capacity and disclaims beneficial ownership of
the shares listed except to the extent of his pecuniary interest therein.
13
<PAGE> 15
(3) Mr. Fidelman, a member manager of Atlas Venture Associates III, LLC, the
general partner of Atlas Venture Fund III, L.P. and Atlas Venture
Entrepreneurs' Fund III, L.P., is a former director of Omnia. Mr. Fidelman
shares voting and investment power with respect to the shares listed. Mr.
Fidelman does not own any shares of CIENA in his individual capacity and
disclaims beneficial ownership of the shares listed except to the extent of
his pecuniary interest therein.
(4) Includes members, employees and former employees, or family partnerships of
those persons, of the limited partner or general partner of Bessemer Venture
Partners IV L.P., Bessec Ventures IV, L.P., BVP IV Special Situations L.P.
and Bessemer Venture Investors L.P.
PLAN OF DISTRIBUTION
The common stock being offered by the selling stockholders may be sold in
transactions on the Nasdaq Stock Market, on another market on which the common
stock may be trading, or in privately-negotiated transactions. The sale price to
the public may be the market price prevailing at the time of sale, a price
related to the prevailing market price or any other price the selling
stockholders may determine. The common stock may also be sold under SEC Rule 145
and not under this prospectus. The selling stockholders have the discretion not
to accept any purchase offer or make any sale of common stock if they deem the
purchase price to be unsatisfactory at any particular time, or for any reason.
The selling stockholders may also sell the common stock directly to
broker-dealers acting as principals and/or to broker-dealers acting as agents
for themselves or their customers. Brokers acting as agents for the selling
stockholders will receive usual and customary commissions for brokerage
transactions, and broker-dealers acting as principals will do so for their own
account at negotiated prices and at their own risk. It is possible that the
selling stockholders will sell shares of common stock to broker-dealers or other
purchasers at a price per share which may be below the then market price. In
addition, the selling stockholders may enter into hedging transactions with
broker-dealers who may engage in short sales of common stock in the course of
hedging the positions they assume with a selling stockholder. The selling
stockholders also may sell shares short and deliver the shares to close out
their positions, and may loan or pledge their shares to a broker-dealer who may
have the right to sell the loaned or pledged shares on default or otherwise. The
selling stockholders and any brokers, dealers or agents, upon effecting the sale
of any of the common stock offered hereby, may be deemed "underwriters" as that
term is defined under the Securities Act or the Exchange Act, or the rules and
regulations thereunder.
The selling stockholders and any other persons participating in the sale or
distribution of the common stock will be subject to applicable provisions of the
Exchange Act and its rules and regulations, which may limit the timing of
purchases and sales of any of the common stock by the selling stockholders or
other distribution participants. Furthermore, under Regulation M, persons
engaged in a distribution of securities are prohibited from simultaneously
engaging in market making and other activities with respect to such securities
for a specified period of time before the commencement of distributions subject
to specified exceptions or exemptions. This may affect the marketability of the
common stock.
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<PAGE> 16
LEGAL MATTERS
The legal validity of the CIENA common stock offered by this prospectus was
passed upon for CIENA by Hogan & Hartson L.L.P., counsel to CIENA.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K of CIENA Corporation for the year
ended October 31, 1998, the Current Report on Form 8-K of CIENA Corporation
filed on April 1, 1999 and amended on April 5, 1999 and the Current Report on
Form 8-K of CIENA Corporation filed on July 21, 1999, have been so incorporated
in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
15
<PAGE> 17
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Where You Can Find More
Information....................... 2
Risk Factors........................ 4
The Company......................... 11
Use of Proceeds..................... 11
Selling Stockholders................ 11
Plan of Distribution................ 14
Legal Matters....................... 15
Experts............................. 15
</TABLE>
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CIENA Corporation
13,166,284 Shares
Common Stock
------------------------
PROSPECTUS
------------------------
August , 1999
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<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the fees and expenses in connection with the
issuance and distribution of the securities being registered. Except for the SEC
registration fee, all amounts are estimates. None of these expenses are being
borne by the selling stockholders.
<TABLE>
<S> <C>
SEC registration fee........................................ $140,183(1)
Accounting fees and expenses................................ 15,000
Legal fees and expenses..................................... 25,000
Blue Sky fees and expenses (including counsel fees)......... 1,000
Printing and engraving expenses............................. 20,000
Transfer agent's and registrar's fees and expenses.......... 15,000
Miscellaneous expenses, including Listing Fees.............. 53,817
--------
Total..................................................... $270,000
========
</TABLE>
- ---------------
(1) Filing fee previously paid with filing of preliminary proxy materials on
April 7, 1999 (File No. 0-21969).
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") authorizes a
court to award, or a corporation's board of directors to grant indemnity to
directors and officers under some circumstances for liabilities incurred in
connection with their activities in such capacities (including reimbursement for
expenses incurred). The Registrant's Amended and Restated Certificate of
Incorporation provides that no director of the Registrant will be personally
liable to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Registrant or to its stockholders, (ii) for
acts or omissions not made in good faith or which involved intentional
misconduct or a knowing violation of the law, (iii) under Section 174 of the
DGCL, or (iv) for any transactions from which the director derives an improper
personal benefit. In addition, the Registrant's Amended and Restated Bylaws
provide that any director or officer who was or is a party or is threatened to
be made a party to any action or proceeding by reason of his or her services to
the Registrant will be indemnified to the fullest extent permitted by the DGCL.
The Registrant has entered into agreements with each of its executive
officers and directors under which the Registrant has agreed to indemnify each
of them against expenses and losses incurred for claims brought against them by
reason of their being an officer or director of the Registrant. There is no
pending litigation or proceeding involving a director or officer of the
Registrant as to which indemnification is being sought, nor is the Registrant
aware of any pending or threatened litigation that may result in claims for
indemnification by any director or executive officer.
II-1
<PAGE> 19
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<C> <S>
4.1(1) Specimen Stock Certificate
4.2(2) Rights Agreement dated December 29, 1997
4.3(3) Amendment to Rights Agreement dated October 14, 1998
5.1(4) Hogan & Hartson L.L.P. Opinion
23.1 Consent of Independent Accountants
23.2(4) Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1)
24.1(4) Power of Attorney
</TABLE>
- -------------------------
(1) Incorporated by reference to CIENA's Registration Statement on Form S-1 (SEC
File No. 333-17729).
(2) Incorporated by reference to CIENA's Form 8-K dated December 29, 1997.
(3) Incorporated by reference to CIENA's Form 8-K dated October 14, 1998.
(4) Previously filed as an exhibit to this Registration Statement.
(b) Financial Statement Schedules.
CIENA acquired Lightera on March 31, 1999, in a transaction accounted for
as a pooling-of-interests. Accordingly, all financial statements and pro forma
financial information prescribed by Rule 3-05 of Regulation S-X and Article 11
of Regulation S-X, respectively, are incorporated herein by reference to CIENA's
Current Reports on Form 8-K as filed on April 1, 1999 and amended on April 5,
1999, and filed on July 21, 1999.
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment to the registration statement) which,
individually or when viewed together, represent a fundamental change in
the information set forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20%
change
II-2
<PAGE> 20
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to the information in the registration statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each of these post-effective amendments shall be deemed to
be a new registration statement relating to the securities being offered,
and the offering of those securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities being offered, and the offering of those securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Linthicum, State of Maryland, on August 20, 1999.
CIENA CORPORATION
By: /s/ PATRICK H. NETTLES, PH.D.
-----------------------------------
Patrick H. Nettles, Ph.D.
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C>
Date: August 20, 1999 /s/ PATRICK H. NETTLES, PH.D.
---------------------------------------------------
Patrick H. Nettles, Ph.D.
President and Chief Executive Officer
Date: August 20, 1999 /s/ JOSEPH R. CHINNICI*
---------------------------------------------------
Joseph R. Chinnici
Sr. Vice President, Chief Financial Officer
Principal Financial Officer
Date: August 20, 1999 /s/ ANDREW C. PETRIK*
---------------------------------------------------
Andrew C. Petrik
Vice President, Controller and Treasurer
Principal Accounting Officer
Date: August 20, 1999 /s/ HARVEY B. CASH*
---------------------------------------------------
Harvey B. Cash
Director
Date: August 20, 1999 /s/ BILLY B. OLIVER*
---------------------------------------------------
Billy B. Oliver
Director
Date: August 20, 1999 /s/ MICHAEL J. ZAK*
---------------------------------------------------
Michael J. Zak
Director
Date: August 20, 1999 /s/ STEPHEN P. BRADLEY*
---------------------------------------------------
Stephen P. Bradley
Director
</TABLE>
*By: PATRICK H. NETTLES, PH.D.
---------------------------
Pursuant to Power of Attorney
II-4
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of CIENA Corporation of our report dated November 25, 1998
relating to the consolidated financial statements appearing in CIENA
Corporation's Annual Report on Form 10-K for the year ended October 31, 1998. We
also consent to the incorporation by reference of our report dated November 25,
1998, except as to Note 2 "Lightera" and "Omnia" which are as of July 20, 1999
which appears in the Current Report on Form 8-K of CIENA Corporation dated July
21, 1999. We also consent to the reference to us under heading "Experts" in such
Registration Statement.
PricewaterhouseCoopers LLP
McLean, Virginia
August 19, 1999
