-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G9bSdmNAdn+Ni1auICLlAh/2rkuvTdIXB4l7JYwuhM9ofNwW2Rx7E9DGFfqKBkLR lkEqhNpKJz0+wjjQyvSoMQ== 0000317771-98-000057.txt : 19980917 0000317771-98-000057.hdr.sgml : 19980917 ACCESSION NUMBER: 0000317771-98-000057 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980916 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CIENA CORP CENTRAL INDEX KEY: 0000936395 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 232725311 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-54195 FILM NUMBER: 98710115 BUSINESS ADDRESS: STREET 1: 1201 WINTERSON ROAD CITY: LINTHICUM STATE: MD ZIP: 21090 BUSINESS PHONE: 4108658500 MAIL ADDRESS: STREET 1: 1201 WINTERSON ROAD CITY: LINTHICUM STATE: MD ZIP: 21090 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TELLABS INC CENTRAL INDEX KEY: 0000317771 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 363831568 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4951 INDIANA AVE CITY: LISLE STATE: IL ZIP: 60532 BUSINESS PHONE: 6303788800 MAIL ADDRESS: STREET 1: 4951 INDIANA AVE CITY: LISLE STATE: IL ZIP: 60532 SC 13D/A 1 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________________________________ SCHEDULE 13D A-2 Under the Securities Exchange Act of 1934 CIENA CORPORATION (Name of Issuer) Common Stock, $.01 Par Value (Title of Class of Securities) 171779 10 1 (CUSIP Number) Margaret Maxwell Zagel Secretary Tellabs, Inc. 4951 Indiana Avenue Lisle, Illinois 60532-1698 (630) 378-8800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 13, 1998 (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D A-2, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: ( ). The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) 2 SCHEDULE 13D A-2 CUSIP No. 171779 10 1 1 NAME OF REPORTING PERSON Tellabs, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( ) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS NA 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) (a) ( ) (b) ( ) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (a) ( ) (b) ( ) 3 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% 14 TYPE OF REPORTING PERSON CO 4 Item 1. Security and Issuer ------------------- The class of equity securities to which this Statement relates is the common stock, $.01 par value per share ("CIENA Common Stock"), of CIENA Corporation, a Delaware corporation ("CIENA"). CIENA's principal executive offices are located at 920 Elkridge Landing Road, Linthicum, Maryland 21090. Item 2. Identity and Background ----------------------- This Statement is filed by Tellabs, Inc., a Delaware corporation ("Tellabs"), whose principal business address is 4951 Indiana Avenue, Lisle, Illinois 60532-1698. Tellabs' principal business is to design, manufacture, market and service voice and data transport and network access systems. During the past five years, Tellabs has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), nor has it been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Set forth below are the names, principal occupations and business addresses of the executive officers and directors of Tellabs. With the exception of Jukka Harju, who is a citizen of Finland, each executive officer and director listed below is a citizen of the United States of America. During the past five years, none of the executive officers or directors has been convicted in a criminal proceeding 5 (excluding traffic violations or similar misdemeanors), or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Executive Officers of Tellabs: NAME POSITION WITH TELLABS - ---- --------------------- Michael J. Birck(1) President, Chief Executive Officer and Director, Tellabs, Inc. Charles C. Cooney(1) Vice President, Sales and Service, Tellabs Operations, Inc. J. Thomas Gruenwald(2) Vice President, Strategic Resources, Tellabs Operations, Inc. Peter A. Guglielmi(2) Executive Vice President, Chief Financial Officer and Treasurer, Tellabs, Inc., and Tellabs Operations, Inc. and Director, Tellabs, Inc. Jukka Harju(3) Vice President and General Manager, Tellabs Oy; Vice President, Tellabs International, Inc. Brian J. Jackman(1) President, Tellabs Operations,Inc; Executive Vice President and Director, Tellabs, Inc. J. Peter Johnson(2) Vice President, Finance and Treasury, Assistant Secretary and Controller, Tellabs, Inc., and Tellabs Operations, Inc. 6 John C. Kohler(2) Vice President, Manufacturing, Tellabs Operations, Inc. Harvey R. Scull(1) Vice President, Advanced Business Development, Tellabs Operations, Inc. Richard T. Taylor(1) Senior Vice President and General Manager, Digital Systems Division, Tellabs Operations, Inc. John E. Vaughan(1) President, Tellabs International, Inc.; Executive Vice President, Tellabs, Inc. Margaret Maxwell Zagel(1) Vice President, General Counsel and Secretary, Tellabs Operations, Inc.; Secretary, Tellabs, Inc. (1) The business address of this executive officer is 4951 Indiana Avenue, Lisle, Illinois 60532-1698. (2) The business address of this executive officer is 1000 Remington Boulevard, Bolingbrook, Illinois 60440 (3) The business address of this executive officer is Sinikalliontie 7, FIN-02630, Espoo, Finland. 7 Directors of Tellabs: - -------------------- PRINCIPAL OCCUPATION, ADDRESS OF NAME EMPLOYER AND BUSINESS ADDRESS OF DIRECTOR - ----- ----------------------------------------- Michael J. Birck President and Chief Executive Officer of Tellabs, Inc., 4951 Indiana Avenue Lisle, Illinois 60532-1698. John D. Foulkes, Ph.D. Director of Engineering Studies (retired) University of Puget Sound; Professor (retired) University of Washington, 1256 S. Halsey Drive, Coupeville, Washington 98239. Peter A. Guglielmi Executive Vice President, Chief Financial Officer and Treasurer, Tellabs, Inc., and Tellabs Operations, Inc., 1000 Remington Boulevard, Bolingbrook, Illinois 60440. Brian J. Jackman President, Tellabs Operations, Inc, Executive Vice President, Tellabs, Inc., 4951 Indiana Avenue Lisle, Illinois 60532-1698. Frederick A. Krehbiel Chief Executive Officer and Chairman of the Board, Molex Incorporated, 2222 Wellington Court, Lisle, Illinois 60532. Stephanie Pace Marshall,Ph.D. President, Illinois Mathematics and Science Academy, 1500 W. Sullivan Road, Aurora, Illinois 60506-1000. William F. Souders Chairman and Chief Executive Officer (retired), Emery Air Freight Corporation, formerly Executive Vice President, Xerox Corporation, 100 First Stamford Place, Suite 402, Stamford, Connecticut 06904-2340. 8 Jan H. Suwinski Professor of Strategy and Operations Management-Johnson School, Cornell University; Executive Vice President (retired), Opto-Electronics Group, Corning Incorporated; Chairman (retired) Siecor Corporation, 451 Sheffield Road, Ithaca, New York 14850. Item 3. Source and Amount of Funds or Other Consideration ------------------------------------------------- Not applicable. Item 4. Purpose of Transaction ---------------------- On September 13, 1998, Tellabs, Inc., a Delaware corporation ("Tellabs"), and CIENA Corporation, a Delaware corporation ("CIENA"), entered into a termination agreement dated as of September 13, 1998 ("Termination Agreement") for the purpose of terminating that certain Agreement and Plan of Merger (the "Merger Agreement") between Tellabs, CIENA and White Oak Merger Corp., a Delaware corporation. Such Termination Agreement, among other things, provides for the termination of those certain stockholder agreements between key execu- tives and directors of CIENA and Tellabs, which terminated any interest Tellabs may have been deemed to have acquired over such persons CIENA Common Stock. A Copy of the Termination Agreement is included as Exhibit 1 hereto and the description of the Termination Agreement contained herein is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference. Item 5. Interest in Securities of the Issuer. ------------------------------------ (a) - (c) Upon execution of the Termination Agreement described in Item 4 above, Tellabs no longer has any interest in the subject CIENA Common Stock. (d) Not applicable. (e) Not applicable 9 Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer. ----------------------------------- Not applicable. Item 7. Material to be Filed as Exhibits. -------------------------------- 1 Termination Agreement among Tellabs, Inc. and CIENA Corporation dated as of September 13, 1998. (Incorporated by reference to Exhibit 2.6 of Tellabs, Inc.'s current Report on Form 8-K (filed on September 14, 1998)). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. TELLABS, INC. Dated: September 15, 1998 By: /s/ Margaret Maxwell Zagel -------------------------- Margaret Maxwell Zagel Secretary 10 EXHIBIT INDEX - ------------- Exhibit No. Description - ----------------------- 1 Termination Agreement among Tellabs, Inc. and CIENA Corporation dated as of September 13, 1998. (Incorporated by reference to Exhibit 2.6 of Tellabs, Inc.'s Current Report on Form 8-K (filed on September 14, 1998)). -----END PRIVACY-ENHANCED MESSAGE-----