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EXHIBIT 99.2
CYRAS SYSTEMS, INC.
_________, 2001 SPECIAL MEETING OF STOCKHOLDERS
PROXY FOR HOLDERS OF PREFERRED STOCK
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints ______________, ________________ and
____________ and each of them, with full power of substitution, to represent the
undersigned and to vote all the shares of stock in Cyras Systems, Inc., a
Delaware corporation (the "Company" or "Cyras"), which the undersigned is
entitled to vote at the Special Meeting of Stockholders of said Company to be
held on __________, 2001 at the Fremont Marriott, 46100 Landing Parkway,
Fremont, California at _____ a.m. local time, and any adjournment or
postponement thereof, (1) as hereinafter specified upon Proposal 1 listed below
and as more particularly described in the Prospectus and Proxy Statement dated
__________, 2001 (the "Prospectus and Proxy Statement"), receipt of which is
hereby acknowledged, (2) as hereinafter specified upon Proposal 2 listed below
and as more particularly described in the Prospectus and Proxy Statement, and
(3) in their discretion upon such other matters as may properly come before the
meeting, including any motion to adjourn to permit further solicitation of
proxies if necessary, or any postponements or adjournments thereof.
THE SHARES REPRESENTED HEREBY SHALL BE VOTED UPON PROPOSAL 1 AND PROPOSAL 2 AS
SPECIFIED. IF NO SPECIFICATION IS MADE, SUCH SHARES SHALL BE VOTED FOR PROPOSAL
1 AND FOR PROPOSAL 2 AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS
MAY PROPERLY COME BEFORE THE MEETING, INCLUDING ANY MOTION TO ADJOURN TO PERMIT
FURTHER SOLICITATION OF PROXIES, IF NECESSARY, TO ESTABLISH A QUORUM OR TO
OBTAIN ADDITIONAL VOTES IN FAVOR OF THE ISSUANCE OF SHARES OF CYRAS COMMON
STOCK, OR ANY POSTPONEMENTS OR ADJOURNMENTS THEREOF.
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE
The Board of Directors of Cyras Systems, Inc. recommends a vote FOR the
following proposals:
1. To approve and adopt the Agreement and Plan of Merger dated as of
December 18, 2000 by and among Cyras, CIENA Corporation and CO
Acquisition Corp., a wholly owned subsidiary of CIENA, and to approve
the merger of Cyras with CO Acquisition Corp.; whereby holders
of Cyras stock will receive for each share of Cyras stock held a
fraction of a share of CIENA Corporation common stock based on a formula
described in the Prospectus and Proxy Statement and in the Agreement and
Plan of Merger referred to above.
/ / FOR / / AGAINST / / ABSTAIN
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE SIDE
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2. To cause the automatic conversion of the preferred stock into the common
stock of Cyras immediately prior to the effective time of the merger.
/ / FOR / / AGAINST / / ABSTAIN
3. To grant Cyras's board of directors discretionary authority to adjousrn
the special meeting to solicit additional votes for approval of the
merger.
/ / FOR / / AGAINST / / ABSTAIN
4. To transact any other business that may properly come before the special
meeting or any adjournments or postponements of the special meeting.
/ / FOR / / AGAINST / / ABSTAIN
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT. / /
MARK HERE IF YOU PLAN TO ATTEND THE MEETING. / /
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE URGED TO SIGN
AND PROMPTLY MAIL THIS PROXY IN THE RETURN ENVELOPE SO THAT YOUR STOCK MAY BE
REPRESENTED.
Please sign below. If shares of stock are held jointly, both or all of such
persons should sign. Corporate or partnership proxies should be signed in full
corporate or partnership name by an authorized person. Persons signing in a
fiduciary capacity should indicate their full title in such capacities.
Signature:
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Date:
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Signature:
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Date:
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