0000936395-14-000002.txt : 20140205 0000936395-14-000002.hdr.sgml : 20140205 20140205133016 ACCESSION NUMBER: 0000936395-14-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140204 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: 20140205 DATE AS OF CHANGE: 20140205 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: 001-36250 FILM NUMBER: 14575460 BUSINESS ADDRESS: STREET 1: 7035 RIDGE ROAD CITY: HANOVER STATE: MD ZIP: 21076 BUSINESS PHONE: 4108658500 MAIL ADDRESS: STREET 1: 7035 RIDGE ROAD CITY: HANOVER STATE: MD ZIP: 21076 8-K 1 a8-k20140204electionofdire.htm 8-K 8-K (20140204 Election of Director) 20140204




 
 
 

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): February 4, 2014
 
 
 
 
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.)
 
 
 
7035 Ridge Road, Hanover, MD
 
21076
(Address of Principal Executive Offices)
 
(Zip Code)
 
 
 
(410) 694-5700
(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))











ITEM 5.02 - ELECTION OF DIRECTOR

(d)    Effective February 4, 2014, the Board of Directors of Ciena Corporation (“Ciena”) increased the size of the Board to nine directors and appointed T. Michael Nevens 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. Nevens will stand for election at the 2014 Annual Meeting of stockholders to serve the remainder of the Class III term, or until his successor is duly elected and qualified. Also effective February 4, 2014, Mr. Nevens was appointed to Ciena's Audit Committee of the Board of Directors.

Mr. Nevens, age 64, has served as senior adviser to Permira Advisers, LLC, an international private equity fund since 2006. From 1980 to 2002, Mr. Nevens held various leadership positions at McKinsey & Co., most recently as a director (senior partner) and as managing partner of the firm’s Global Technology Practice. He also served on the board of the McKinsey Global Institute, which conducts research on economic and policy issues. Mr. Nevens is a member of the Advisory Council of the Mendoza College of Business at the University of Notre Dame, where he has been an adjunct professor of Corporate Governance and Strategy. Mr. Nevens also serves on the board of directors of NetApp, Inc. and Altera Corporation.
The Board also approved the grant, effective as of March 1, 2014, of a restricted stock unit award representing shares of Ciena common stock with a target delivered value of approximately $29,173. 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 election by the Board. Provided Mr. Nevens continues his service on the Board, the restricted stock unit award will vest in equal annual installments on March 20, 2015, 2016 and 2017. In connection with his service on the Board of Directors and the Audit Committee, Mr. Nevens will also be entitled to the standard non-employee director compensation arrangements as set forth under the heading “Director Compensation” in Ciena’s most recent proxy statement filing with the SEC.

A copy of the press release announcing the appointment of Mr. Nevens to Ciena's 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 February 5, 2014, 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: February 5, 2014
By:
/s/ David M. Rothenstein
 
 
David M. Rothenstein
 
 
Senior Vice President, General Counsel and Secretary



EX-99.1 2 exh20140204-nevenspressrel.htm EXHIBIT - PRESS RELEASE EXH (20140204-NevensPressRelease_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 Michael Nevens to Board of Directors

HANOVER, Md. - February 5, 2014 - Ciena® Corporation (NYSE: CIEN), the network specialist, today announced that T. Michael Nevens has been appointed to Ciena’s Board of Directors. Mr. Nevens also serves on the boards of directors of NetApp, Inc. and Altera Corporation.

Mr. Nevens, 64, currently serves as senior adviser at Permira Advisers, LLC, an international private equity fund with 21 billion euros of funds under management. From 1980 until 2002, Mr. Nevens held various leadership positions at McKinsey & Co, Inc., most recently as a director (senior partner) and as managing partner of the firm’s Global Technology Practice. He also served on the board of the McKinsey Global Institute, which conducts research on economic and policy issues.

“Mike brings substantial experience with a wide variety of companies and their corporate strategies, including other global, high technology companies, both as a private equity adviser and management consultant,” said Gary Smith, president and CEO of Ciena. “His expertise in the areas of strategic business planning and competitive strategy, as well as his strategic insight on corporate governance changes affecting public companies, will be valuable in assessing and executing our strategy for long-term growth.”

Mr. Nevens received a B.S. in Physics from the University of Notre Dame and a Master of Science in Industrial Administration from the Krannert School of Management at Purdue University, where he was designated a Krannert Scholar.

# # #
About Ciena
Ciena (NYSE: CIEN) 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. Ciena leverages its deep expertise in packet and optical networking and distributed software automation to deliver solutions in alignment



with its OPn architecture for next-generation networks. We enable a high-scale, programmable infrastructure that can be controlled and adapted by network-level applications, and provide open interfaces to coordinate computing, storage and network resources in a unified, virtualized environment. For updates on Ciena news, follow us on Twitter @Ciena or on LinkedIn http://www.linkedin.com/company/ciena. Investors are encouraged to review the Investors section of our website at www.ciena.com/investors, where we routinely post press releases, SEC filings, recent news, financial results, and other announcements. From time to time we exclusively post material information to this website along with other disclosure channels that we use.
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-K, which Ciena filed with the Securities and Exchange Commission on December 20, 2013. 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.