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) December 6, 2011 | ||
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) | ||
| _____n/a_________ | ||
| (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 2.02 - RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On December 8, 2011, Ciena Corporation issued a press release announcing its financial results for its fourth fiscal quarter and fiscal year ended October 31, 2011. The text of the press release is furnished as Exhibit 99.1 to this Report. The information in this Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended.
ITEM 5.02 - DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENT OF CERTAIN OFFICERS
(b) On December 6, 2011, Stephen P. Bradley, PhD., a member of the Company's Board of Directors, as well as its Audit Committee and its Governance and Nominations Committee, informed the Board of Directors that he will not stand for re-election at the 2012 Annual Meeting of Shareholders (the “Annual Meeting”). Mr. Bradley intends to retire from the Board of Directors upon the completion of his current term at the Annual Meeting, and his decision not to stand for re-election at the Annual Meeting was not due to any disagreement with Ciena. In connection with Mr. Bradley's retirement, the Board of Directors, by resolution in accordance with the Company's Amended and Restated Bylaws, has reduced its size from nine members to eight, effective immediately prior to the Annual Meeting. This reduction will have the effect of reducing the number of directors in Class III of the Board of Directors, which will stand for election at the Annual Meeting, from three members to two. Ciena's other Board classes will continue to have three directors each, with Class I standing for election at the 2013 annual meeting and Class II standing for election at the 2014 annual meeting.
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 December 8, 2011, issued by Ciena Corporation, reporting its results of operations for its fourth fiscal quarter and fiscal year ended October 31, 2011. | |||
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: December 8, 2011 | By: | /s/ David M. Rothenstein |
| David M. Rothenstein | ||
| Senior Vice President, General Counsel and Secretary | ||