8-K

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) November 29, 2012

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:

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

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

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

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointments of Certain Officers; Compensatory Arrangements of Certain Officers

On November 29, 2012, the Board of Directors (“Board”) of Tellabs, Inc., (the “Company”) approved the appointment of Daniel P. Kelly to the office of President and Chief Executive Officer of the Company, effective immediately. Mr. Kelly, 51, has served as the Company’s acting President and CEO since June 27, 2012. A copy of the Company’s press release announcing the appointment of Mr. Kelly is filed herewith as Exhibit 99.1.

Mr. Kelly previously served as Executive Vice President of Global Products at Tellabs since 2007. Previously, Mr. Kelly was Executive Vice President of Transport Products from 2004-2007. He also served as Executive Vice President of Core Products at Tellabs. Previously, Mr. Kelly held a series of increasingly responsible positions in product engineering and research and development with over 25 years of experience in the telecommunications industry.

Mr. Kelly’s annual base salary has been set at $630,000 effective immediately. His participation in the Company’s Annual Incentive Program will be at a target annual bonus of 100% of base salary in 2013. He will be eligible to receive long-term incentive awards under the Company’s Amended and Restated 2004 Incentive Compensation Plan (the “Plan”) at the time of the Company’s annual grants in 2013 with a value of approximately $1,475,000. Such grants shall be subject to final approval by the Compensation Committee including grant date, mix of equity components and final amounts.

Mr. Kelly is also entitled to continue to participate in, or be compensated in accordance with, the plans and programs available generally to the Company’s executive officers, as outlined in the Company’s 2012 proxy statement filed April 6, 2012, including, but not limited to, the Company’s Executive Continuity and Protection Program and Deferred Income Plan.

Item 8.01 Other Events

On November 29, 2012, Tellabs’ Board of Directors declared a special cash dividend of $1.00 per share. The dividend is payable on December 21, 2012, to stockholders of record as of the close of business on December 14, 2012. A copy of the press release issued by Tellabs, Inc. concerning the foregoing is furnished herewith as Exhibit 99.2.

Item 9.01 Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Tellabs, Inc., dated November 29, 2012
99.2	Press Release of Tellabs, Inc., dated November 29, 2012

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 M. Sheehan

James M. Sheehan

Executive Vice President, Chief Administrative Officer, General Counsel and Secretary

November 30, 2012

(Date)

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Tellabs, Inc., dated November 29, 2012.
99.2	Press Release of Tellabs, Inc., dated November 29, 2012.

EX-99.1

Exhibit 99.1

One Tellabs Center 1415 West Diehl Road Naperville, IL 60563 United States

NEWS RELEASE	FOR IMMEDIATE RELEASE
	November 29, 2012

Tellabs names Daniel P. Kelly chief executive officer and president

Naperville, Ill. — The Tellabs Board of Directors appointed Daniel P. Kelly Tellabs’ chief executive officer and president. Kelly, 51, is a seasoned telecom industry expert with more than 25 years of experience in a variety of research and development roles at Tellabs. His appointment is effective today. Kelly has served as Tellabs acting CEO and president since June 27, 2012.

“Dan is the right leader to enable Tellabs’ success in these challenging times,” said Michael J. Birck, Tellabs chairman and co-founder. “He has the deep expertise, relationships and experience to execute our plan to improve Tellabs’ performance.”

“We are building on Tellabs’ strengths – our people, our customer focus and our product innovations,” said Kelly. “Tellabs stands ready to help our customers succeed as they advance networks with Tellabs Mobile Backhaul, Packet Optical, Optical LAN and Access Solutions.”

The Tellabs board unanimously backed Kelly’s appointment.

Previously, Kelly was executive vice president of global products at Tellabs. He had global responsibility for Tellabs products, including research and development, product line management and product marketing.

Prior to this role, Kelly was Tellabs’ executive vice president of transport products and executive vice president of core products. Previously, he held a series of increasingly responsible positions in product engineering and in research and development at Tellabs.

Kelly holds Bachelor and Master of Science degrees in electrical engineering from the University of Notre Dame. He holds a Master of Business Administration degree from the University of Chicago.

Editor’s Note: Dan Kelly’s biography is available at: http://www.tellabs.com/about/bios/dpkelly.pdf

About Tellabs – Tellabs innovations advance smart networks and help our customers succeed. That’s why 80% of the top global communications service providers choose our mobile backhaul, packet optical and services solutions. We help them get ahead by adding revenue, reducing expenses and optimizing networks.

Tellabs (Nasdaq: TLAB) is part of the NASDAQ Global Select Market, Ocean Tomo 300™ Patent Index, the S&P MidCap 400 Index and several corporate responsibility indexes including the Maplecroft Climate Innovation Index, FTSE4Good and eight FTSE KLD indexes. www.tellabs.com

MEDIA CONTACT: George Stenitzer, +1.630.798.3800, george.stenitzer@tellabs.com

INVESTOR CONTACT: Tom Scottino, +1.630.798.3602, tom.scottino@tellabs.com

Tellabs^®, , are trademarks of Tellabs or its affiliates in the United States and/or other countries. Any other company or product names mentioned herein may be trademarks of their respective companies.

EX-99.2

Exhibit 99.2

One Tellabs Center 1415 West Diehl Road Naperville, IL 60563 United States

NEWS RELEASE	FOR IMMEDIATE RELEASE
	November 29, 2012

Tellabs declares special dividend of $1 per share

Naperville, Ill. — Today the Tellabs Board of Directors declared a special cash dividend of $1.00 per share. The dividend is payable on Dec. 21 to shareholders of record as of the close of business on Dec. 14.

The special dividend is in addition to a stock repurchase announced on Nov. 20. Tellabs intends to repurchase its common stock under an existing Board of Directors authorization, previously announced on Nov. 8, 2007. The company may repurchase up to $224.6 million (about 22.5% of shares outstanding at the Nov. 19, 2012, closing price) under the previously announced repurchase program.

The stock repurchase follows guidelines specified under Rule 10b5-1 of the Securities and Exchange Act of 1934. The repurchase program involves the purchase of common shares from time to time at the prevailing market price.

Tellabs plans to use part of its $942 million in cash, cash equivalents and marketable securities for the program. The company has no debt. Tellabs gives no assurance as to the amount of repurchases to be made or the actual purchase prices.

About Tellabs – Tellabs innovations advance smart networks and help our customers succeed. That’s why 80% of the top global communications service providers choose our mobile backhaul, packet optical and services solutions. We help them get ahead by adding revenue, reducing expenses and optimizing networks.

Tellabs (Nasdaq: TLAB) is part of the NASDAQ Global Select Market, Ocean Tomo 300™ Patent Index, the S&P MidCap 400 Index and several corporate responsibility indexes including the Maplecroft Climate Innovation Index, FTSE4Good and eight FTSE KLD indexes. www.tellabs.com

Forward-Looking Statements — This news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ from the results discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, risks associated with: the competitive landscape, including pricing and margin pressures, the response of customers and competitors, industry consolidation and customer concentration, the introduction of new products, the entrance into new markets, the ability to secure necessary resources including attracting and retaining key talent, the ability to realize anticipated savings under our cost-reduction initiatives, overall negative economic conditions generally and disruptions in credit, capital markets and fluctuations in currencies, including specific impacts of these conditions on the telecommunications industry, and other factors as more fully described in our Annual Report on Form 10-K for the year ended Dec. 30, 2011, supplemented or modified in subsequent filings with the SEC, under the caption “Risk Factors”. In light of these factors investors are advised not to rely on forward-looking statements in deciding whether to buy, sell or hold the company’s securities. The company undertakes no obligation to revise or update these forward-looking statements to reflect events or circumstances after today or to reflect the occurrence of unanticipated events.

MEDIA CONTACT: George Stenitzer, +1.630.798.3800, george.stenitzer@tellabs.com

INVESTOR CONTACT: Tom Scottino, +1.630.798.3602, tom.scottino@tellabs.com

Tellabs^®, , are trademarks of Tellabs or its affiliates in the United States and/or other countries. Any other company or product names mentioned herein may be trademarks of their respective companies.