0000936395-18-000017.txt : 20180412 0000936395-18-000017.hdr.sgml : 20180412 20180412171106 ACCESSION NUMBER: 0000936395-18-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180412 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180412 DATE AS OF CHANGE: 20180412 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: 18752675 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 a8kcash.htm 8-K Document



 
 
 

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): April 12, 2018
 
 
 
 
Ciena Corporation
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
 
 
001-36250

 
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 8.01 - OTHER EVENTS

On April 12, 2018, Ciena Corporation (“Ciena”) issued a press release announcing the death of Harvey B. Cash, a member of Ciena’s Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In connection with Mr. Cash’s death and to eliminate the vacancy caused thereby, the Board of Directors, by resolution in accordance with Ciena’s Second Amended and Restated Bylaws, has reduced its size from ten to nine directors, effective immediately. This reduction will have the effect of reducing from four to three the number of directors in Class II of the Board who will stand for election at the 2020 annual meeting of stockholders. Ciena’s other Board classes will continue to have three directors each. The Board intends to continue with its ongoing refreshment efforts and expects to add a new independent director in 2018.


ITEM 9.01 – FINANCIAL STATEMENTS AND EXHIBITS
(d)
The following exhibit is being filed herewith:
 
 
 
 
Exhibit Number
Description of Document
 
 
 
 
Exhibit 99.1





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: April 12, 2018
By:
/s/ David M. Rothenstein
 
 
David M. Rothenstein
 
 
Senior Vice President, General Counsel and Secretary



 EX-99.1 2 a180412ex991pressrelease.htm EXHIBIT 99.1 Exhibit


FOR IMMEDIATE RELEASE

Ciena Remembers Longtime Board Member Berry Cash

HANOVER, Md. - April 12, 2018 - Ciena (NYSE: CIEN) was saddened to learn that Harvey B. Cash, a member of Ciena’s Board of Directors, passed away on April 10, 2018. Berry, as he was known to friends and colleagues, joined Ciena’s Board in 1994 and served as a member of the Compensation Committee and the Governance and Nominations Committee of the Board at the time of his passing, and previously served as the Board’s Lead Independent Director.

Patrick H. Nettles, Executive Chairman of Ciena’s Board of Directors, stated: “Berry was a valued member of the Ciena Board and played an important role in overseeing the company’s growth and transformation from its earliest days as a start-up company to the diversified global company it is today. We are deeply saddened by his passing, and will miss his leadership, strategic insight, business experience and sense of humor. Our sincerest thoughts and sympathies are with his wife JoBeth, his family and friends.”

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About Ciena
Ciena (NYSE: CIEN) is a network strategy and technology company. We translate best-in-class technology into value through a high-touch, consultative business model - with a relentless drive to create exceptional experiences measured by outcomes. For updates on Ciena, follow us on Twitter @Ciena, LinkedIn, the Ciena Insights blog, or visit www.ciena.com.