0001209191-15-042363.txt : 20150513 0001209191-15-042363.hdr.sgml : 20150513 20150513170559 ACCESSION NUMBER: 0001209191-15-042363 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150503 FILED AS OF DATE: 20150513 DATE AS OF CHANGE: 20150513 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CYAN INC CENTRAL INDEX KEY: 0001391636 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 205862569 STATE OF INCORPORATION: DE BUSINESS ADDRESS: STREET 1: 1383 N MCDOWELL BLVD SUITE 300 CITY: PETALUMA STATE: CA ZIP: 94954 BUSINESS PHONE: 707-735-2300 MAIL ADDRESS: STREET 1: 1383 N MCDOWELL BLVD SUITE 300 CITY: PETALUMA STATE: CA ZIP: 94954 FORMER COMPANY: FORMER CONFORMED NAME: CYAN OPTICS INC DATE OF NAME CHANGE: 20070228 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CIENA CORP CENTRAL INDEX KEY: 0000936395 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35904 FILM NUMBER: 15859195 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2015-05-03 0 0001391636 CYAN INC CYNI 0000936395 CIENA CORP 7035 RIDGE ROAD HANOVER MD 21076 0 0 1 0 Common Stock 0 I See footnotes On May 3, 2015, Ciena Corporation ("Ciena") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Cyan, Inc. ("Cyan" or the "Issuer") and Neptune Acquisition Subsidiary, Inc., a wholly-owned subsidiary of Ciena ("Merger Sub"). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into Cyan (the "Merger"), with Cyan being the surviving company, which Merger will immediately be followed by a merger of Cyan with and into Ciena (together, the "Transaction"). As a material condition and inducement to the willingness of Ciena to enter into the Merger Agreement, Ciena and certain Cyan officers and directors and affiliated stockholders, including investment funds affiliated with certain directors (the "Stockholders"), entered into Voting Agreements, dated as of May 3, 2015 (the "Voting Agreements"). (Continued in Footnote (2)) As of the date hereof, the shares covered by the Voting Agreements consist, in the aggregate, of 19,267,770 shares of Cyan common stock, par value $0.0001 per share (the "Common Stock"), beneficially owned by the Stockholders, or approximately 39.9% of the outstanding shares of Cyan as of such date. Pursuant to the Voting Agreements, the Stockholders have agreed to vote all of the shares of Common Stock owned by them beneficially or of record (the "Covered Shares") in favor of the approval of the Merger Agreement. In addition, each Stockholder has irrevocably appointed Ciena (and up to three designees of Ciena) as proxy to vote the Covered Shares of each Stockholder to the fullest extent of such Stockholder's rights with respect to such Covered Shares; provided, however, that the grant of the irrevocable proxy shall only be effective if the Stockholder fails to vote in the manner set forth in the applicable Voting Agreement. (Continued in Footnote (3)) The Voting Agreements provide that, in the event the Board of Directors of Cyan effects (and does not withdraw) an Adverse Recommendation Change with respect to an Intervening Event (as such terms are defined in the Merger Agreement), the obligation of the Stockholders shall be modified such that the Stockholders shall only be required to collectively vote, on a pro rata basis, an aggregate number of Common Stock equal to 35% of the total voting power of the outstanding capital stock of Cyan as of the record date for the meeting to approve the Transaction at which such vote is taken, and any Common Stock voted by them in excess of that amount will be voted in proportion with the Common Stock voted by all other Stockholders. (Continued in Footnote (4)) The Voting Agreements also prohibit the Stockholders from transferring the Covered Shares during the term of the Voting Agreements, subject to certain exceptions, and contain customary covenants prohibiting the Stockholders from soliciting or engaging in discussions or negotiations concerning proposals relating to alternative business combination transactions. The Voting Agreements will terminate upon the earliest of (i) the consummation of the Merger, (ii) the termination of the Merger Agreement in accordance with its terms, or (iii) mutual written agreement of the parties to terminate the applicable Voting Agreement. (Continued in Footnote (5)) As a result of the Voting Agreements, Ciena may be deemed to be the beneficial owner of 19,267,770 shares of Common Stock held by the Stockholders. The filing of this Initial Statement of Beneficial Ownership of Securities on Form 3 shall not be construed as an admission by Ciena that it is the beneficial owner of any shares of Common Stock for purposes of 16 of the Exchange Act of 1934, as amended, and such beneficial ownership is expressly disclaimed. Furthermore, because Ciena does not have any pecuniary interest in the shares covered by the Voting Agreements, beneficial ownership over such shares is expressly disclaimed for reporting purposes. Ciena Corporation, by: /s/ David M. Rothenstein, its Senior Vice President, General Counsel and Secretary 2015-05-13