0000936395-12-000044.txt : 20120601 0000936395-12-000044.hdr.sgml : 20120601 20120601094354 ACCESSION NUMBER: 0000936395-12-000044 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120601 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120601 DATE AS OF CHANGE: 20120601 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21969 FILM NUMBER: 12881966 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 8-K 1 a8-k20120601electionofdire.htm 8-K ELECTION OF DIRECTOR 8-K (20120601 Election of Director) 20120601




 
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): June 1, 2012
 
 
 
 
Ciena Corporation
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
 
 
0-21969
 
23-2725311
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
1201 Winterson Road, Linthicum, MD
 
21090
(Address of Principal Executive Offices)
 
(Zip Code)
 
 
 
(410) 865-8500
(Registrant's Telephone Number, Including Area Code)
 
Not Applicable
(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 (see General Instruction A.2. below):
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 240.13e-4(c))











IITEM 5.02 - ELECTION OF DIRECTOR

(d)    Effective June 1, 2012, the Board of Directors of Ciena Corporation (“Ciena”) increased its size to nine directors and appointed Manuel D. Medina to fill the newly created vacancy in Class III of the Board. The term of office for Class III directors does not expire until the 2015 annual meeting. However, in accordance with Ciena's Amended and Restated Bylaws, Mr. Medina will stand for election by stockholders at the 2013 annual meeting to serve the remainder of the Class III term.

Mr. Medina, age 59, is currently Managing Partner of Medina Capital Partners, a privately-held investment firm focused on funding technology companies. Mr. Medina founded Terremark Worldwide, Inc. in 1980 and served as its Chairman and Chief Executive Officer until May 2011, when the company was acquired by Verizon Communications. Mr. Medina previously worked at Pricewaterhouse Coopers LLC.

The Board also approved the grant, effective as of June 1, 2012, of a restricted stock unit award representing shares of Ciena common stock representing a target delivered value of approximately $167,000. The amount of the award reflects Ciena's standard compensation program for initial equity awards to new directors, pro-rated based on the date of Mr. Medina's election. Provided he continues service on the Board, the restricted stock unit award will vest in equal annual installments on June 20, 2013, 2014 and 2015. Mr. Medina will also be eligible to receive cash compensation for his service on the Board of Directors and any committees to which he may subsequently be appointed in the form of the retainers and, if applicable, meeting fees, as set forth under the heading “Director Compensation” in Ciena's proxy statement for its 2012 annual meeting filed with the SEC on February 2, 2012.

A copy of the press release announcing the appointment of Mr. Medina to the Ciena Board of Directors is furnished as Exhibit 99.1.


ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

(c)
The following exhibit is being filed herewith:
 
 
 
 
Exhibit Number
Description of Document
 
Exhibit 99.1
Text of Press Release dated June 1, 2012, issued by Ciena Corporation
 
    







SIGNATURES
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.
                        
 
Ciena Corporation
 
 
 
Date: June 1, 2012
By:
/s/ David M. Rothenstein
 
 
David M. Rothenstein
 
 
Senior Vice President, General Counsel and Secretary



EX-99.1 2 exh20120601medinapressrele.htm EXH 99.1 PRESS RELEASE EXH (20120601MedinaPressRelease_FINAL)

Press Contact:    Nicole Anderson
Ciena Corporation
(410) 694-5700
pr@ciena.com

Investor Contact:    Gregg Lampf
Ciena Corporation
(410) 694-5700
ir@ciena.com
 
FOR IMMEDIATE RELEASE

Ciena Appoints Manuel D. Medina to Board of Directors

LINTHICUM, Md. – June 1, 2012 – Ciena® Corporation (NASDAQ: CIEN), the network specialist, today announced that Manuel D. Medina, founder of Terremark Worldwide, Inc., a leader in transforming and securing enterprise-class IT on a global scale, has been appointed to Ciena’s Board of Directors.

Mr. Medina, 59, is currently Managing Partner of Medina Capital Partners, a privately-held investment firm focused on funding technology companies. Mr. Medina founded Terremark in 1980 and served as its Chairman and Chief Executive Officer until May 2011, when the company was acquired by Verizon Communications Inc. Prior to Terremark, Mr. Medina worked at Pricewaterhouse Coopers LLC.

“With trends like IT virtualization becoming mainstream, the network is playing a greater role in IT infrastructure. Manny brings a valuable perspective on advanced IT infrastructure, including secure data center architectures and cloud computing, which aligns closely with Ciena’s approach to application-centric networking. His insights as a leader of one of the most innovative providers of IT and networking services, as well as his leadership experience, will provide a valued contribution to the continued execution of our strategic plan,” said Gary Smith, president and CEO of Ciena.

Mr. Medina holds a Bachelor of Science degree in Accounting from Florida Atlantic University.


# # #
About Ciena
Ciena is the network specialist. We collaborate with customers worldwide to unlock the strategic potential of their networks and fundamentally change the way they perform and compete. With focused innovation, Ciena brings together the reliability and capacity of optical networking with the flexibility and economics of Ethernet, unified by services and software that delivers the industry’s leading network automation. We routinely post recent news, financial results and other important announcements and information about Ciena on our website. For more information, visit www.ciena.com.



Note to Ciena Investors
Forward-looking statements. This press release contains certain forward-looking statements based on current expectations, forecasts and assumptions that involve risks and uncertainties. These statements are based on information available to the Company as of the date hereof; and Ciena's actual results could differ materially from those stated or implied, due to risks and uncertainties associated with its business, which include the risk factors disclosed in its Report on Form 10-Q, which Ciena filed with the Securities and Exchange Commission on March 8, 2012. Forward-looking statements include statements regarding Ciena's expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "should," "will," and "would" or similar words. Ciena assumes no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.