8-K

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): December 2, 2009

Ciena Corporation

(Exact Name of Registrant as Specified in Charter)

Delaware	0-21969	23-2725311
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1201 Winterson Road Linthicum, MD	21090
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (410) 865-8500

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 240.13e-4(c))

ITEM 1.01 — ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On December 3, 2009, Ciena Corporation (“Ciena”) and Nortel Networks Corporation, its principal operating subsidiary Nortel Networks Limited, Nortel Networks Inc. and certain of its other subsidiaries (together, “Nortel”), entered into an amendment (the “Amendment”) to that certain amended and restated asset sale agreement dated November 24, 2009, relating to the purchase of substantially all of the North American, Caribbean and Latin American and Asian optical networking and carrier Ethernet assets of Nortel’s Metro Ethernet Networks (MEN) business (the “North American Agreement”).

In accordance with the North American Agreement, and that certain “EMEA Agreement” dated as of October 7, 2009, as amended, relating to the purchase of substantially all of the European, Middle Eastern and African (EMEA) optical networking and carrier Ethernet assets of Nortel’s MEN business, Ciena has agreed to pay $530.0 million in cash and issue $239.0 million in aggregate principal amount of 6% senior convertible notes due 2017 (the “Notes”) in exchange for the assets above.

The Amendment provides that prior to closing, Ciena may elect to replace some or all of the Notes with cash equal to 102% of the face amount of such Notes replaced, provided that the volume weighted average price of Ciena’s common stock is less than $17.00 per share over the ten trading days prior to the date Ciena makes such election, or, if such volume weighted average price of Ciena’s common stock is equal to or greater than $17.00 per share, with cash in the principal amount equal to the greater of 105% of the face amount of the Notes to be replaced or 95% of the fair value of the Notes to be replaced as of the date of the election. In the event that it completes any capital raising transaction prior to the closing, Ciena will be required to use the net proceeds of the capital raising transaction to make the election described above, and if such transaction involves the issuance of convertible securities, the price used to determine the value of Ciena’s common stock for the purposes of calculating the cost of the Notes replaced or redeemed will be the closing price per share prior to the time when such offering is priced, instead of the volume weighted average price as described above. Prior to the Amendment, Ciena could elect to replace some or all of the notes with cash equal to 100% of the face amount, provided that the volume weighted price of Ciena’s common stock above was less than $17.00 per share. In these circumstances, the Amendment would have the effect of increasing the cost to replace the notes from $239.0 million to approximately $243.8 million.

ITEM 2.03 — CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

The information set forth in Items 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

ITEM 8.01 — OTHER EVENTS

On December 2, 2009, Ciena announced the approval of the North American Agreement by the United States Bankruptcy Court for the District of Delaware and the Ontario Superior Court of Justice. A copy of this press release, attached to this report as Exhibit 99.1, is incorporated by reference herein.

ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS

(c) The following exhibit is being filed herewith:

Exhibit Number	Description of Document
Exhibit 99.1	Press Release dated December 2, 2009, 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 hereunto duly authorized.

	CIENA CORPORATION
Date: December 3, 2009	By:	/S/ David M. Rothenstein
		Name:	David M. Rothenstein
		Title:	Senior Vice President, General Counsel and Secretary

EX-99.1

Exhibit 99.1

Press Contact:	Nicole Anderson Ciena Corporation (410) 694–5786 pr@ciena.com
Investor Contact:	Suzanne DuLong Ciena Corporation (888) 243–6223 ir@ciena.com

FOR IMMEDIATE RELEASE

Ciena Obtains U.S. and Canadian Court Approvals to Acquire the Optical and Carrier
Ethernet Assets of Nortel’s Metro Ethernet Networks Business

LINTHICUM, Md., — December 2, 2009 — Ciena^® Corporation (NASDAQ: CIEN), the network specialist, today announced that its agreement with Nortel to acquire substantially all of the optical networking and carrier Ethernet assets of Nortel’s Metro Ethernet Networks (MEN) business in North America, the Caribbean, Latin America and Asia has been approved by both the United States Bankruptcy Court for the District of Delaware and the Ontario Superior Court of Justice. Ciena has also entered into a separate agreement with Nortel and the Joint Administrators to acquire substantially all of the optical networking and carrier Ethernet assets of the MEN business in Europe, the Middle East and Africa (EMEA).

As previously announced, Ciena has been granted early termination of the antitrust waiting period under the Hart-Scott-Rodino Act and has received notification of termination of the applicable waiting period under the Canadian Competition Act. The transaction remains subject to additional regional regulatory clearances as well as customary closing conditions. In the EMEA region, the transaction is subject to statutory information-sharing and consultation processes with the relevant employee representatives, as well as approval of the courts in France and Israel. The transaction is expected to close in the first calendar quarter of 2010.

Additional information about this proposed transaction is available on Ciena’s website at http://www.ciena.com.

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About Ciena

Ciena specializes in practical network transition. We offer leading network infrastructure solutions, intelligent software and a comprehensive services practice to help our customers use their networks to fundamentally change the way they compete. With a global presence, Ciena leverages its heritage of practical innovation to deliver maximum performance and economic value in communications networks worldwide. 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.

Ciena Obtains Court Approvals for Acquisition of Nortel’s Optical Networking and Carrier Ethernet Assets / December 2, 2009 /
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Note to Investors

Forward-looking statements. This press release contains certain forward-looking statements based on current expectations, forecasts and assumptions that involve risks and uncertainties. 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. Forward-looking statements relating to the transaction described herein include, but are not limited to, statements about the benefits of the transaction, including future financial and operating results, accretion to earnings per share arising from the transaction, whether and when the transaction contemplated will be consummated, and the combined company’s plans, expectations, objectives, and intentions. These statements are based on information available to Ciena as of the date hereof and actual results could differ materially from those stated or implied. These statements are subject to risks and uncertainties associated with Ciena’s business, which include the risk factors disclosed in Ciena’s Form 10-Q filed with the SEC on September 3, 2009. Risks relating to the proposed transaction include, but are not limited to: bankruptcy and regulatory approvals may not be obtained; the anticipated benefits and synergies of the proposed transaction may not be realized; the integration could be materially delayed or may be more costly or difficult than expected; and the proposed transaction may not be consummated. Ciena assumes no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.