1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 2001
REGISTRATION NO. 333-53922----------
--------------------------------------------------------------------------------
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)
DELAWARE 23-2725311
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1201 WINTERSON ROAD
LINTHICUM, MARYLAND 21090
(410) 865-8500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
MICHAEL O. MCCARTHY III
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
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:
DAVID SYLVESTER
MICHAEL J. SILVER BRENT B. SILER
AMY BOWERMAN FREED SCOTT E. PUESCHEL
HOGAN & HARTSON L.L.P. HALE AND DORR LLP
111 S. CALVERT STREET, SUITE 1600 11951 FREEDOM DRIVE, SUITE 1400
BALTIMORE, MARYLAND 21202 RESTON, VIRGINIA 20190
(410) 659-2700 (703) 654-7000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
2
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, as amended (the "Securities Act") check the following box: [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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. [X] 333-53922
--------------
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. [ ]
---------------
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
===============================================================================================================
Title of each class of Proposed Maximum Aggregate
securities to be registered offering price(1) Amount of registration fee(1)
Common Stock(2).............. $ 131,275,000 $ 32,819.00
3 3/4% Convertible Notes due
February 1, 2008(2)(3)....... $ 115,000,000 $ 28,750.00
Total
===============================================================================================================
(1) Estimated under Rule 457(o).
(2) Includes rights to purchase Series A Junior Participating Preferred Stock
attached to the Common Stock.
(3) In addition to the securities issued directly under this registration
statement, we are registering an indeterminate number of shares of common
stock that may be issued upon conversion of the notes. Pursuant to Rule
457(i), no additional fee is required because no separate consideration will
be received for any shares of Common Stock so issued upon conversion.
-2-
3
EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended, to register an additional $131,275,000
of Common Stock of the Company and an additional $115,000,000 aggregate
principal amount of 3 3/4% convertible notes due February 1, 2008 of the
Company. The Company's prior Registration Statement on Form S-3 (Registration
No. 333-53922), as amended, declared effective on February 5, 2001, is
incorporated herein by reference. This registration statement includes the
facing page, the signature page, an exhibit index and exhibits.
-3-
4
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits:
Exhibit
Number Description
------- -----------
4.4 Form of Indenture for 3 3/4% Convertible Notes Due February 1, 2008
5.1 Opinion of Hogan & Hartson L.L.P.
5.2 Opinion of Hogan & Hartson L.L.P.
23.1 Consent of Hogan & Hartson L.L.P. (contained in Exhibit 5.1 and Exhibit 5.2)
23.2 Consent of Pricewaterhouse Coopers LLP
23.3 Consent of Deloitte & Touche LLP
24.1* Power of Attorney
---------------------------
*Incorporated by reference to the Registration's Registration Statement on Form
S-3 (333-53922).
II-1
5
SIGNATURES AND POWER OF ATTORNEY
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 February 5, 2001.
CIENA CORPORATION
By:/s/ Michael O. McCarthy III
-------------------------------------------
Michael O. McCarthy III
Senior Vice President, General Counsel
and Secretary
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 date indicated.
By: /s/ Patrick H. Nettles, Ph.D. * Chairman and Chief Executive Officer Date: February 5, 2001
-------------------------------------- (Principal Executive Officer)
Patrick H. Nettles, Ph.D.
By: /s/ Gary B. Smith * President and Director Date: February 5, 2001
--------------------------------------
Gary B. Smith
By: /s/ Joseph R. Chinnici * Sr. Vice President, Chief Financial Officer Date: February 5, 2001
-------------------------------------- (Principal Financial Officer)
Joseph R. Chinnici
By: /s/ Andrew C. Petrik * Vice President, Controller and Treasurer Date: February 5, 2001
-------------------------------------- (Principal Accounting Officer)
Andrew C. Petrik
By: /s/ Stephen P. Bradley * Director Date: February 5, 2001
--------------------------------------
Stephen P. Bradley
By: /s/ Harvey B. Cash * Director Date: February 5, 2001
--------------------------------------
Harvey B. Cash
By: /s/ John R. Dillon * Director Date: February 5, 2001
--------------------------------------
John R. Dillon
By: /s/ Lawton W. Fitt * Director Date: February 5, 2001
--------------------------------------
Lawton W. Fitt
II-2
6
By: /s/ Judith M. O'Brien * Director Date: February 5, 2001
--------------------------------------
Judith M. O'Brien
By: /s/ Gerald H. Taylor * Director Date: February 5, 2001
--------------------------------------
Gerald H. Taylor
pursuant to power of attorney
* By: /s/ Michael O. McCarthy III
----------------------------------
Michael O. McCarthy III
II-3