0001104659-06-012470.txt : 20060228 0001104659-06-012470.hdr.sgml : 20060228 20060228111224 ACCESSION NUMBER: 0001104659-06-012470 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060222 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans FILED AS OF DATE: 20060228 DATE AS OF CHANGE: 20060228 FILER: 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: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09692 FILM NUMBER: 06649287 BUSINESS ADDRESS: STREET 1: ONE TELLABS CENTER STREET 2: 1415 WEST DIEHL ROAD CITY: NAPERVILLE STATE: IL ZIP: 60563 BUSINESS PHONE: 630-378-8800 MAIL ADDRESS: STREET 1: ONE TELLABS CENTER STREET 2: 1415 WEST DIEHL ROAD CITY: NAPERVILLE STATE: IL ZIP: 60563 8-K 1 a06-5968_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported) February 22, 2006

TELLABS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-9692	36-3831568
(State of Incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

One Tellabs Center, 1415 W. Diehl Road, Naperville, Illinois		60563
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (630) 798-8800

N/A

(Former name or former address, if changed since last report)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e4(c))

Item 5.04 Temporary Suspension of Trading under Registrant’s Employee Benefits Plans

On February 22, 2006, the Registrant received notice from its plan administrator of an upcoming black-out period affecting the Tellabs Profit Sharing and Savings Plan and the Tellabs Retirement Plan (“Plans”). The Administrative Committee of the Plans notified Tellabs Board of Directors and Section 16 Officers that they would be unable to trade the Registrant’s securities during the upcoming black-out period. The letter sent by the Administrative Committee of the Plans to the Directors and Section 16 Officers on February 24, 2006, regarding the black-out period is furnished herewith as Exhibit 99.1.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			TELLABS, INC.
			(Registrant)


			*/s/ James A. Dite*

			James A. Dite Vice President and Controller (Principal Accounting Officer and duly authorized officer)


February 28, 2006
(Date)

EXHIBIT INDEX

Exhibit Number		Description
99.1		Letter to the Directors and Section 16 Officers of Tellabs, Inc.

EX-99.1 2 a06-5968_1ex99d1.htm EXHIBIT 99.1

Exhibit 99.1

February 24, 2006

To: Directors and Section 16 Officers of Tellabs, Inc.

From: Administrative Committee of the Tellabs Profit Sharing and Savings Plan and the Tellabs Retirement Plan (“Tellabs Plans”)

Subject: Blackout Period for Tellabs Plans

This is to notify you of an upcoming blackout period under the Tellabs Plans. During this trading blackout, your ability to conduct transactions in Tellabs, Inc. (“Tellabs”) equity securities will be limited. We expect the blackout period to begin March 24, 2006 and end April 10, 2006.

This blackout period will allow us to transition from our current record-keeper to a new record-keeper for the Tellabs Plans. During the blackout period, participants will be unable to direct investments or change assets held in their accounts in the Tellabs Plans or obtain a loan, withdrawal or distribution from the Tellabs Plans. Participants have been notified of the blackout period as of the date of this letter.

In addition, because the Tellabs Profit Sharing and Savings Plan (“Tellabs 401(k) Plan”) offers Tellabs stock as an investment option, pursuant to Section 306 of the Sarbanes-Oxley Act of 2002, Tellabs directors and Section 16 officers are not permitted to trade in Tellabs equity securities (including the exercise of any options or the sale of any restricted stock) while participants in the Tellabs 401(k) Plan are unable to complete transactions in the Tellabs 401(k) Plan. This prohibition applies to Tellabs equity securities that you hold both inside and outside of the Tellabs 401(k) Plan.

Gifts, dividend reinvestments and trading pursuant to a previously established 10b5-1 trading plan are exempt from this prohibition.

This notice is in addition to any other normal trading restrictions contained in Tellabs’ other policies and procedures, including its Insider Trading Policy and its Integrity Policy. Provided the blackout period dates do not change, this prohibition will occur during at a time when the trading window will be closed in conformance with such policies.

If you have any questions, please do not hesitate to contact Ralph Beidelman at 630-798-2120, One Tellabs Center, 1415 W. Diehl Road MS 447, Naperville, IL 60563.