sv3asr
As filed with the Securities and Exchange Commission on June
4, 2007
Registration
No. 333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
Ciena Corporation
(Exact Name of Registrant as
Specified in Its Charter)
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Delaware
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23-2725311
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification
No.)
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1201 Winterson Road
Linthicum, Maryland
21090
(410) 865-8500
(Address, Including Zip Code,
and Telephone Number, Including Area Code, of Registrants
Principal Executive Offices)
Russell B.
Stevenson, Jr.
Senior Vice President, General
Counsel and Secretary
Ciena Corporation
1201 Winterson Road
Linthicum, Maryland
21090
(410) 865-8500
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copies to:
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Michael J. Silver
Hogan & Hartson L.L.P.
111 S. Calvert Street, Suite 1600
Baltimore, Maryland 21202
(410) 659-2700
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Mark G. Borden
Erika L. Robinson
Wilmer Cutler Pickering Hale and Dorr LLP
1875 Pennsylvania Avenue NW
Washington, DC 20006
(202) 663-6000
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Approximate date of commencement of proposed sale to the
public: From time to time after this Registration
Statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box. o
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. þ
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o _
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If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o _
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If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following box. þ
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box. o
CALCULATION OF REGISTRATION
FEE
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Amount to be
Registered/
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Proposed Maximum
Offering Price per Unit/
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Title of Each
Class of
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Proposed Maximum
Offering Price/
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Securities to be
Registered
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Amount of
Registration Fee
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Convertible Senior Notes due 2017(1)
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$0(2)
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(1)
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Including an indeterminate number
of shares of Common Stock, together with rights to purchase
Series A Junior Participating Preferred Stock attached
thereto, issuable upon conversion of the Convertible Senior
Notes due 2017. No separate consideration will be received upon
the issuance of any shares of Common Stock (together with rights
to purchase Series A Junior Participating Preferred Stock)
issuable upon conversion of the Convertible Senior Notes due
2017.
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(2)
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The registrant is registering
hereby an unspecified principal amount of Convertible Senior
Notes due 2017 and is relying on Rules 456(b) and 457(r).
No separate consideration will be received upon the issuance of
any shares of Common Stock (together with rights to purchase
Series A Junior Participating Preferred Stock) issuable
upon conversion of the Convertible Senior Notes due 2017. In
accordance with Rules 456(b) and 457(r), the registrant is
deferring payment of all of the registration fee.
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This
prospectus relates to an effective registration statement under
the Securities Act of 1933, but is not complete. You should
refer to the accompanying prospectus supplement or other
accompanying offering material for a description of the
securities offered by this prospectus and other important
information.
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Ciena
Corporation
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Convertible Senior Notes due
2017
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This prospectus relates to our
Convertible Senior Notes due 2017 that we may offer and sell.
The notes will be convertible into our common stock.
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The terms of the notes that are
offered, and other information, will be set forth in one or more
supplements to this prospectus, post-effective amendments to the
registration statement of which this prospectus is a part, or in
one or more documents incorporated by reference herein.
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Our common stock is traded on The
NASDAQ Global Select Market under the symbol CIEN.
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Investing in our securities involves risks. See Risk
Factors contained in the accompanying prospectus
supplement and in the documents incorporated herein by
reference.
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Neither the Securities and
Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to
the contrary is a criminal offense.
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Deutsche Bank
Securities
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The date of this prospectus is
June 4, 2007.
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TABLE OF
CONTENTS
You should rely only on the information provided or incorporated
by reference in this prospectus, any applicable prospectus
supplement and any free writing prospectus we may
authorize to be delivered to you. We have not authorized anyone
to provide you with different or additional information. We are
not making an offer to sell the Notes in any jurisdiction where
the offer or sale of the Notes is not permitted. You should not
assume that the information appearing in this prospectus, the
accompanying prospectus supplement or the documents incorporated
by reference herein or therein is accurate as of any date other
than their respective dates. Our business, financial condition,
results of operations and prospects may have changed since those
dates.
You should read carefully the entire prospectus, as well as the
documents incorporated by reference in the prospectus and the
applicable prospectus supplement, before making an investment
decision.
When used in this prospectus, except where the context otherwise
requires, the terms we, us and
our refer to Ciena Corporation.
We have a 52 or 53 week fiscal year, which ends on the
Saturday nearest to the last day of October in each year. For
purposes of financial statement presentation, each fiscal year
is described as having ended on October 31. Fiscal 2002,
fiscal 2003, fiscal 2004, fiscal 2005 and fiscal 2006 each
comprised 52 weeks.
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FORWARD-LOOKING
STATEMENTS
Some of the statements contained, or incorporated by reference,
in this prospectus and the accompanying prospectus supplement
discuss future expectations, contain projections of results of
operations or financial condition or state other
forward-looking information within the meaning of
Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Those
statements are subject to known and unknown risks, uncertainties
and other factors that could cause the actual 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 in the accompanying prospectus supplement and are
disclosed in the information incorporated by reference in this
prospectus, including in Item 1A, Risk Factors,
page 41, of our
Form 10-Q
for the fiscal quarter ended April 30, 2007.
We undertake no obligation to update or revise these
forward-looking statements, whether as a result of new
information, future events or otherwise.
WHERE YOU CAN
FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the SEC under the Securities Exchange
Act of 1934. You may read and copy any reports, statements or
other information on file at the SECs public reference
room located at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at
1-800-SEC-0330
for further information on the operation of the public reference
room. These filings and other information that we file
electronically with the SEC are available at the Internet
website maintained by the SEC at http://www.sec.gov.
We have filed with the SEC a shelf registration
statement on
Form S-3
under the Securities Act of 1933 relating to the notes that may
be offered by this prospectus. This prospectus is a part of that
registration statement, but does not contain all of the
information in the registration statement. We have omitted parts
of the registration statement in accordance with the rules and
regulations of the SEC. For more detail about us and any notes
that may be offered by this prospectus, you may examine the
registration statement on
Form S-3
and the exhibits filed with it at the location listed in the
previous paragraph.
INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
We incorporate information into this prospectus by reference,
which means that we disclose important information to you by
referring you to another document filed separately with the SEC.
The information incorporated by reference is deemed to be part
of this prospectus, except to the extent superseded by
information contained herein or by information contained in
documents filed with the SEC after the date of this prospectus.
This prospectus incorporates by reference the documents set
forth below, the file number for each of which is 0-21969, that
have been previously filed with the SEC (other than, in each
case, documents or information deemed to have been furnished and
not filed in accordance with SEC rules):
(1) Our Annual Report on
Form 10-K
for the fiscal year ended October 31, 2006;
(2) Our Quarterly Reports on
Form 10-Q
for the fiscal quarters ended January 31, 2007 and
April 30, 2007;
(3) Our Current Reports on
Form 8-K
filed on December 14, 2006 (reporting under Item 5.02)
and April 5, 2007 (reporting under Items 5.02 and 9.01).
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(4) The description of our common stock set forth in our
registration statement on
Form 8-A
filed on January 13, 1997, including any amendment or
report filed with the SEC for the purpose of updating such
description.
We also incorporate by reference into this prospectus additional
documents that we may file with the SEC under
Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 from the date of this prospectus until we
have sold all of the securities to which this prospectus relates
or the offering is terminated. We do not incorporate by
reference additional documents or information furnished to, but
not filed with, the SEC.
You may obtain copies of any of these filings through Ciena
Corporation as described below, through the SEC or through the
SECs Internet website as described above. Documents
incorporated by reference are available without charge,
excluding all exhibits unless an exhibit has been specifically
incorporated by reference into this prospectus, by requesting
them in writing, by telephone or via the Internet at:
Investor Relations
Ciena Corporation
1201 Winterson Road
Linthicum, Maryland 21090
(410) 865-8500
www.ciena.com
ir@ciena.com
The information contained on our website does not constitute a
part of this prospectus, and our website address supplied above
is intended to be an inactive textual reference only and not an
active hyperlink to our website.
THE
COMPANY
Ciena Corporation is a supplier of communications networking
equipment, software and services that support the delivery and
transport of voice, video and data services. Our products are
used in communications networks operated by telecommunications
service providers, cable operators, governments and enterprises
around the globe. We specialize in transitioning legacy
communications networks to converged, next-generation
architectures, capable of efficiently delivering a broader mix
of high-bandwidth services. By improving network productivity,
reducing costs and enabling integrated services offerings, our
products create business and operational value for our customers.
During the past several years, we have taken a number of
significant steps to position Ciena to take advantage of market
opportunities we see arising from increased demand for a broader
mix of high-bandwidth services and new communications
applications. Consumer demand for high-speed voice, video and
data services and enterprise demand for reliable and secure
connectivity are driving network transition to more efficient,
simplified network infrastructures, better suited to handle
higher bandwidth, multiservice traffic. To pursue these
opportunities, we have expanded our product portfolio and
enhanced product functionality through internal development,
acquisition and partnerships. We have sought to build upon our
historical expertise in core optical networking by adding
complementary products in the metro and access portions of
communications networks. This strategy has enabled us to
increase penetration of our historical telecommunications
service provider customers with additional products, and allowed
us to broaden our addressable markets to include customers in
the cable, government and enterprise markets.
Our principal office is located at 1201 Winterson Road,
Linthicum, Maryland 21090, and our telephone number is
(410) 865-8500.
USE OF
PROCEEDS
We intend to use the net proceeds from this offering as set
forth in the accompanying applicable prospectus supplement.
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RATIO OF EARNINGS
TO FIXED CHARGES
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Six
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Months
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Ended
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Fiscal Years
Ended October 31,
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April 30,
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2002
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2003
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2004
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2005
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2006
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2007
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Ratio of earnings to fixed charges
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1.07
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2.8
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Earnings deficiency
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$
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1,486,764
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$
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385,261
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$
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788,343
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$
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434,379
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For the years ended October 31, 2002, 2003, 2004 and 2005,
earnings were inadequate to cover fixed charges and the dollar
amount of coverage deficiency is disclosed in the above table,
in thousands.
These computations include us and our consolidated subsidiaries.
For purposes of calculating the ratio of earnings to fixed
charges, earnings consist of income (loss) before provision for
income taxes, plus fixed charges. Fixed charges include interest
expense on debt and the portion of rental expense under
operating leases that we deem to be representative of the
interest factor.
LEGAL
MATTERS
Hogan & Hartson L.L.P., Baltimore, Maryland, will
provide us with an opinion as to the legal validity of the notes
offered hereby.
EXPERTS
The financial statements and managements assessment of the
effectiveness of internal control over financial reporting
(which is included in Managements Report on Internal
Control over Financial Reporting) incorporated in this
prospectus by reference to the Annual Report on
Form 10-K
for the year ended October 31, 2006 have been so
incorporated in reliance on the report of PricewaterhouseCoopers
LLP, an independent registered public accounting firm, given on
the authority of said firm as experts in auditing and accounting.
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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. All amounts are estimates.
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SEC Registration Fee
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*
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Trustees Fees and Expenses
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$
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10,000
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Accounting Fees and Expenses
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37,500
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Legal Fees and Expenses
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200,000
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Printing Expenses
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10,000
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Blue Sky Fees and Expenses
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10,000
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Miscellaneous Expenses
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25,000
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Total
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$
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292,500
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*
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Under SEC Rule 456(b) and
457(r) the SEC registration fee will be paid at the time of any
particular offering of securities under this registration
statement and is therefore not currently determinable.
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Item 15. Indemnification
of Directors and Officers
Section 145 of the Delaware General Corporation Law, as
amended (DGCL) authorizes a court to award, or a
corporations 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
registrants Third 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
directors 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
registrants 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.
Item 16. Exhibits
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Exhibit
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Number
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Description
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1
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.01
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Form of Underwriting Agreement**
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4
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.01
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Form of Indenture for Convertible
Senior Notes due 2017, including the Form of Global Note
attached as Exhibit A thereto*
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4
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.02
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Specimen of the Companys
Common Stock Certificate (incorporated herein by reference to
the Companys Registration Statement on
Form S-1
(Registration
No. 333-17729)
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4
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.03
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Rights Agreement dated
December 29, 1997 (incorporated herein by reference to
Exhibit 4.2 to the Companys Registration Statement on
Form 8-A,
filed with the Commission on December 29, 1997, File
No. 000-21969)
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II-1
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Exhibit
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Number
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Description
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4
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.04
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Amendment to Rights Agreement
dated June 2, 1998 (incorporated herein by reference to
Exhibit 4.3 to the Companys Current Report on
Form 8-K,
filed with the Commission on June 3, 1998, File
No. 000-21969)
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4
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.05
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Amendment No. 2 to Rights
Agreement dated September 13, 1998 (incorporated herein by
reference to Exhibit 99.2 to the Companys Current
Report on
Form 8-K,
filed with the Commission on September 14, 1998, File
No. 000-21969)
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4
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.06
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Amendment No. 3 to Rights
Agreement dated October 19, 1998 (incorporated herein by
reference to Exhibit 99.1 to the Companys Current
Report on
Form 8-K,
filed with the Commission on October 19, 1998, File
No. 000-21969)
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4
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.07
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Amendment No. 4 to Rights
Agreement dated June 2, 2005 (incorporated herein by
reference to Exhibit 4.1 to the Companys Current
Report on
Form 8-K,
filed with the Commission on June 3, 2005, File
No. 000-21969)
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4
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.08
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Third Restated Certificate of
Incorporation (incorporated herein by reference to
Exhibit 3.2 of the Companys Registration Statement on
Form S-1
(Registration
No. 333-17729),
filed with the Commission on December 12, 1996)
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4
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.09
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Amended and Restated Bylaws
(incorporated herein by reference to Exhibit 3.2 of the
Companys Registration Statement on
Form S-1
(Registration
No. 333-17729),
filed with the Commission on February 5, 1997)
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4
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.10
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Certificate of Amendment to Third
Restated Certificate of Incorporation dated December 9,
1996 (incorporated herein by reference to Exhibit 3.1 of
the Companys Registration Statement on
Form S-1
(Registration
No. 333-17729),
filed with the Commission on December 12, 1996)
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4
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.11
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Certificate of Designation,
Preferences and Rights of Series A Junior Participating
Preferred Stock dated January 12, 1998 (incorporated herein
by reference to Exhibit 4.2 to the Companys Current
Report on
Form 8-K,
filed with the Commission on December 29, 1997, File
No. 000-21969)
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4
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.12
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Certificate of Amendment to Third
Restated Certificate of Incorporation dated March 13, 1998
(incorporated herein by reference to Exhibit 3.5 to the
Companys Quarterly Report on
Form 10-Q,
filed with the Commission on May 18, 2000, File
No. 000-21969)
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4
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.13
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Certificate of Amendment to Third
Restated Certificate of Incorporation dated March 16, 2000
(incorporated herein by reference to Exhibit 3.6 to the
Companys Quarterly Report on
Form 10-Q,
filed with the Commission on May 18, 2000, File
No. 000-21969)
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4
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.14
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Certificate of Amendment to Third
Restated Certificate of Incorporation dated March 13, 2001
(incorporated herein by reference to Exhibit 3.7 to the
Companys Quarterly Report on
Form 10-Q,
filed with the Commission on May 17, 2001, File
No. 000-21969)
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4
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.15
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Certificate of Ownership and
Merger (amending Third Restated Certificate of Incorporation)
dated October 29, 2004 (incorporated herein by reference to
Exhibit 3.1 to the Companys Current Report on
Form 8-K,
filed with the Commission on October 29, 2004, File
No. 000-21969)
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4
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.16
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Certificate of Amendment to Third
Restated Certificate of Incorporation dated September 19,
2006 (incorporated herein by reference to Exhibit 3.1 to
the Companys Current Report on
Form 8-K,
filed with the Commission on September 25, 2006, File
No. 000-21969)
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5
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.01
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Opinion of Hogan &
Hartson L.L.P.*
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12
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.01
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Statement of Computation of Ratios
of Earnings to Fixed Charges*
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23
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.01
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Consent of PricewaterhouseCoopers
LLP*
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23
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.02
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Consent of Hogan &
Hartson L.L.P. (included in their opinion filed as
Exhibit 5.01)*
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24
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.01
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Powers of Attorney (included on
signature page)*
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25
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.01
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Statement of Eligibility of
Trustee on
Form T-1*
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II-2
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**
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To be filed, if necessary, as an
exhibit to a post-effective amendment to this registration
statement or as an exhibit to a Current Report on
Form 8-K
and incorporated herein by reference.
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The registrant undertakes to provide to each stockholder
requesting the same a copy of each exhibit referred to herein
upon payment of a reasonable fee limited to the
registrants reasonable expenses in furnishing such exhibit.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
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 thereof) which,
individually or in the aggregate, 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 20 percent change in the
maximum aggregate offering price set forth in the
Calculation of Registration Fee table in the
effective registration statement; and
(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 such
information in the registration statement;
provided, however, that paragraphs (i), (ii) and
(iii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement, or
is contained in a form of prospectus filed pursuant to
Rule 424(b) that is part of the registration statement.
That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
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.
That, for the purpose of determining liability under the
Securities Act of 1933 to any purchaser:
(A) Each prospectus filed by the registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii) or (x) for the
purpose of providing the information required by
Section 10(a) of the Securities Act of 1933 shall be deemed
to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date
shall be deemed to be
II-3
a new effective date of the registration statement relating to
the securities in the registration statement to which the
prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made
in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement
or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date.
That, for the purpose of determining liability of the registrant
under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities, that in a primary offering of
securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
That, for purposes of determining any liability under the
Securities Act of 1933, each filing of registrants annual
report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plans 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 offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of
Section 310 of the Trust Indenture Act in accordance
with the rules and regulations prescribed by the Commission
under Section 305(b)(2) of the Trust Indenture Act.
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 Securities Act of 1933 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 Securities Act of 1933
and will be governed by the final adjudication of such issue.
II-4
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 June 4, 2007.
CIENA CORPORATION
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By:
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/s/ Russell
B. Stevenson, Jr.
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Russell B. Stevenson, Jr.
Senior Vice President, General
Counsel and Secretary
POWER OF
ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gary B. Smith, Joseph R.
Chinnici and Russell B. Stevenson, Jr., and each of them, his or
her true and lawful attorney-in-fact and agents, with full power
of substitution and resubstitution, from such person and in each
persons name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective
amendments) to the Registration Statement and to file the same,
with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, full power and authority
to do and perform each and every act and thing requisite and
necessary to be done as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of
them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on June 4,
2007 by the following persons in the capacities indicated:
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Signatures
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Title
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/s/ Patrick
H. Nettles, Ph.D.
Patrick
H. Nettles, Ph.D.
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Executive Chairman of the Board of
Directors
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/s/ Gary
B. Smith
Gary
B. Smith
(Principal Executive Officer)
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President, Chief Executive Officer
and Director
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/s/ Joseph
R. Chinnici
Joseph
R. Chinnici
(Principal Financial Officer)
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Senior Vice President, Finance
and
Chief Financial Officer
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/s/ Andrew
C. Petrik
Andrew
C. Petrik
(Principal Accounting Officer)
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Vice President, Controller and
Treasurer
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/s/ Stephen
P. Bradley, Ph.D.
Stephen
P. Bradley, Ph.D.
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Director
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II-5
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Signatures
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Title
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/s/ Harvey
B. Cash
Harvey
B. Cash
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Director
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/s/ Lawton
W. Fitt
Lawton
W. Fitt
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Director
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/s/ Judith
M. OBrien
Judith
M. OBrien
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Director
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/s/ Michael
J. Rowny
Michael
J. Rowny
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Director
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/s/ Gerald
H. Taylor
Gerald
H. Taylor
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Director
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/s/ Bruce
L. Claflin
Bruce
L. Claflin
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Director
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II-6
EXHIBIT INDEX
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Exhibit
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Number
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Description
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1
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.01
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Form of Underwriting Agreement**
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4
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.01
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Form of Indenture for Convertible
Senior Notes due 2017, including the Form of Global Note
attached as Exhibit A thereto*
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4
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.02
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Specimen of the Companys
Common Stock Certificate (incorporated herein by reference to
the Companys Registration Statement on Form S-1
(Registration No. 333-17729)
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4
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.03
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Rights Agreement dated December
29, 1997 (incorporated herein by reference to Exhibit 4.2 to the
Companys Registration Statement on Form 8-A, filed with
the Commission on December 29, 1997, File No. 000-21969)
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4
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.04
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Amendment to Rights Agreement
dated June 2, 1998 (incorporated herein by reference to Exhibit
4.3 to the Companys Current Report on Form 8-K, filed with
the Commission on June 3, 1998, File No. 000-21969)
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4
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.05
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Amendment No. 2 to Rights
Agreement dated September 13, 1998 (incorporated herein by
reference to Exhibit 99.2 to the Companys Current Report
on Form 8-K, filed with the Commission on September 14, 1998,
File No. 000-21969)
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4
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.06
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Amendment No. 3 to Rights
Agreement dated October 19, 1998 (incorporated herein by
reference to Exhibit 99.1 to the Companys Current Report
on Form 8-K, filed with the Commission on October 19, 1998, File
No. 000-21969)
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4
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.07
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Amendment No. 4 to Rights
Agreement dated June 2, 2005 (incorporated herein by reference
to Exhibit 4.1 to the Companys Current Report on Form 8-K,
filed with the Commission on June 3, 2005, File No. 000-21969)
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4
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.08
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Third Restated Certificate of
Incorporation (incorporated herein by reference to Exhibit 3.2
of the Companys Registration Statement on Form S-1
(Registration No. 333-17729), filed with the Commission on
December 12, 1996)
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4
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.09
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Amended and Restated Bylaws
(incorporated herein by reference to Exhibit 3.2 of the
Companys Registration Statement on Form S-1 (Registration
No. 333-17729), filed with the Commission on February 5, 1997)
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4
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.10
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Certificate of Amendment to Third
Restated Certificate of Incorporation dated December 9, 1996
(incorporated herein by reference to Exhibit 3.1 of the
Companys Registration Statement on Form S-1 (Registration
No. 333-17729), filed with the Commission on December 12, 1996)
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4
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.11
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Certificate of Designation,
Preferences and Rights of Series A Junior Participating
Preferred Stock dated January 12, 1998 (incorporated herein by
reference to Exhibit 4.2 to the Companys Current Report on
Form 8-K, filed with the Commission on December 29, 1997, File
No. 000-21969)
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4
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.12
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Certificate of Amendment to Third
Restated Certificate of Incorporation dated March 13, 1998
(incorporated herein by reference to Exhibit 3.5 to the
Companys Quarterly Report on Form 10-Q, filed with the
Commission on May 18, 2000, File No. 000-21969)
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4
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.13
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Certificate of Amendment to Third
Restated Certificate of Incorporation dated March 16, 2000
(incorporated herein by reference to Exhibit 3.6 to the
Companys Quarterly Report on Form 10-Q, filed with the
Commission on May 18, 2000, File No. 000-21969)
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4
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.14
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Certificate of Amendment to Third
Restated Certificate of Incorporation dated March 13, 2001
(incorporated herein by reference to Exhibit 3.7 to the
Companys Quarterly Report on Form 10-Q, filed with the
Commission on May 17, 2001, File No. 000-21969)
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4
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.15
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Certificate of Ownership and
Merger (amending Third Restated Certificate of Incorporation)
dated October 29, 2004 (incorporated herein by reference to
Exhibit 3.1 to the Companys Current Report on Form 8-K,
filed with the Commission on October 29, 2004, File No.
000-21969)
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II-7
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Exhibit
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Number
|
|
Description
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4
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.16
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Certificate of Amendment to Third
Restated Certificate of Incorporation effective September 22,
2006 (incorporated herein by reference to Exhibit 3.1 to the
Companys Current Report on Form 8-K, filed with the
Commission on September 25, 2006, File No. 000-21969)
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5
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.01
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Opinion of Hogan & Hartson
L.L.P.*
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12
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.01
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Statement of Computation of Ratios
of Earnings to Fixed Charges*
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23
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.01
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Consent of PricewaterhouseCoopers
LLP*
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23
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.02
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Consent of Hogan & Hartson
L.L.P. (included in their opinion filed as Exhibit 5.01)*
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24
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.01
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Powers of Attorney (included on
signature page)*
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25
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.01
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Statement of Eligibility of
Trustee on Form T-1*
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**
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To be filed, if necessary, as an
exhibit to a post-effective amendment to this registration
statement or as an exhibit to a Current Report on
Form 8-K
and incorporated herein by reference.
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II-8