UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 19, 2010
Ciena Corporation
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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0-21969
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23-2725311 |
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(Commission File Number)
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(IRS Employer Identification |
| Incorporation)
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No.) |
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| 1201 Winterson Road |
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| Linthicum, MD
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21090 |
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(Zip Code) |
| Offices) |
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Registrant’s telephone number, including area code: (410) 865-8500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
EXPLANATORY NOTE
This Form 8-K/A amends and supplements “Item 9.01 – Financial Statements and Exhibits,”
included in the initial report on Form 8-K dated March 19, 2010 and filed by Ciena Corporation
(“Ciena”) on March 25, 2010, relating to the completion of Ciena’s acquisition of substantially all
of the optical networking and Carrier Ethernet assets of Nortel’s Metro Ethernet Networks (MEN)
business (the “MEN Business”) on March 19, 2010. This amendment includes the historical
financial statements of the MEN Business for the periods specified in Rule 3-05(b) of Regulation
S-X and the unaudited pro forma financial information required pursuant to Article 11 of Regulation
S-X.
ITEM 2.01 — COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On
March 19, 2010, Ciena completed its acquisition of the MEN Business. The
$773.8 million aggregate purchase price for the MEN Business consisted entirely of cash, with
the final amount to be paid subject to adjustment based upon the level of net working capital
transferred to Ciena at closing. The purchase price was decreased at closing by approximately
$62.0 million based on this working capital adjustment. As of the date of this report,
Ciena estimates that the working capital adjustment mechanism will further decrease the aggregate
purchase price by up to an additional $19.0 million, subject to finalization between the parties.
ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
The audited combined balance sheets of the MEN Business as of December 31, 2009 and
2008 and the related combined statements of operations, changes
in invested equity and comprehensive
loss and cash flows for the years ended December 31, 2009, 2008, 2007, including the notes to such
financial statements and the report of the independent auditor thereon, are filed as Exhibit 99.1
to this Form 8-K/A and incorporated into this Item 9.01(a) by reference.
(b) Pro Forma Financial Information
The unaudited pro forma financial information as of January 31, 2010 and for the year ended
October 31, 2009 and quarter ended January 31, 2010 are furnished as Exhibit 99.2 to this Form
8-K/A and incorporated into this Item 9.01(b) by reference.
(c) Exhibits
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| Exhibit No. |
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Description |
23.1
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Consent of KPMG LLP, Independent Auditor of Optical and Carrier Ethernet Businesses of
Nortel Networks Corporation |
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99.1
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Audited combined financial
statements of Optical and Carrier Ethernet, Businesses of Nortel
Networks Corporation as of December 31, 2009 and 2008 and for the years ended December 31,
2009, 2008, and 2007 |
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99.2
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Unaudited pro forma condensed combined financial statements as of January 31, 2010 and
for year ended October 31, 2009 and the quarter ended January 31, 2010 |