1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED OCTOBER 31, 2000
COMMISSION FILE NUMBER: 0-21969
---------------
CIENA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 23-2725311
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION
NO.)
1201 WINTERSON ROAD
LINTHICUM, MARYLAND 21090
(410) 865-8500
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $.01 PAR VALUE
TITLE OF CLASS
2
EXPLANATORY NOTE
This 10-K/A is being filed because an opinion on the Financial Statement
Schedule was inadvertently omitted from the Company's Form 10-K for the year
ended October 31, 2000, filed on December 7, 2000.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this Form:
1. Financial Statement Schedules:
VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
Balance at
beginning of Balance at end
period Provisions Deductions of period
------------ ---------- ------------- ---------------
Year ended October 31, 1998
Allowance for doubtful accounts $ 722 $ 806 $ -- $ 1,528
Allowance for excess and obsolete inventory $ 7,466 $ 9,617 $5,929 $11,154
Year ended October 31, 1999
Allowance for doubtful accounts $ 1,528 $ 250 $ 75 $ 1,703
Allowance for excess and obsolete inventory $11,154 $ 6,534 $5,243 $12,445
Year ended October 31, 2000
Allowance for doubtful accounts $ 1,703 $28,010 $ 132 $29,581
Allowance for excess and obsolete inventory $12,445 $15,021 $9,228 $18,238
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
and Stockholders of CIENA Corporation:
Our audits of the consolidated financial statements referred to in our report
dated December 6, 2000, appearing in the Annual Report on Form 10-K for the
year ended October 31, 2000 of CIENA Corporation also included an audit of the
financial statement schedule listed in Item 14(a)(2) of this Form 10-K. In our
opinion, this financial statement schedule presents fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements.
PricewaterhouseCoopers LLP
McLean, VA
December 6, 2000
2. Exhibits: See Index to Exhibits on page 4 of this
Amendment. The Exhibits listed in the accompanying Index to Exhibits are
filed or incorporated by reference as part of this report.
(b) Reports on Form 8-K
No amendment is being made to this item.
3
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: January 18, 2001 By: /s/ Andrew C. Petrik
--------------------
Andrew C. Petrik
Vice President, Controller and
Treasurer
4
INDEX TO EXHIBITS
Exhibit
Number Description
------ -----------
3.1 (1) Certificate of Amendment to Third Restated Certificate of Incorporation
3.2 (1) Third Restated Certificate of Incorporation
3.3 (1) Amended and Restated Bylaws
3.5 (10) Certificate of Amendment to Third Restated Certificate of Incorporation
dated March 23, 1998
3.6 (10) Certificate of Amendment to Third Restated Certificate of Incorporation
dated March 16, 2000
4.1 (1) Specimen Stock Certificate
4.2 (3) Rights Agreement dated December 29, 1997
4.3 (4) Amendment to Rights Agreement
4.4 (11) Amendment No. 2 to Rights Agreement dated September 13, 1998
4.5 (4) Amendment No. 3 to Rights Agreement dated October 19, 1998
10.1 (1) Form of Indemnification Agreement for Directors and Officers
10.2 (1) Amended and Restated 1994 Stock Option Plan
10.3 (1) Form of Employee Stock Option Agreements
10.4 (1) 1996 Outside Directors Stock Option Plan
10.5 (1) Forms of 1996 Outside Directors Stock Option Agreement
10.6 (1) Series C Preferred Stock Purchase Agreement dated December 20, 1995
10.7 (1) Lease Agreement dated October 5, 1995 between the Company and CS Corridor-32
Limited Partnership
10.8 (1)(8) Purchase Agreement Between Sprint/United Management Company and the Company
dated December 14, 1995
10.9 (1)(8) Basic Purchase Agreement between WorldCom Network Services, Inc. and the
Company dated September 19, 1996
10.10 (1) Settlement Agreement and Mutual Release, between the Company and William
K. Woodruff & Company, dated August 26, 1996
10.13 (1) Employment Agreement dated April 9, 1994 between the Company and Patrick
Nettles
10.14 (1) Lease Agreement dated November 1, 1996 by and between the
Company and Aetna Life Insurance Company
10.15 (1) Revolving Note and Business Loan Agreement dated November 25, 1996
between the Company and Mercantile-Safe Deposit & Trust Company
10.16 (1)(8) First Addendum to Procurement Agreement between the Registrant and
Sprint/United Management Company dated December 19, 1996
10.17 (5) Third Addendum to Procurement Agreement between the Registrant and
Sprint/United Management Company
10.18 (5) Form of Transfer of Control/Severance Agreement
10.19 (6) Lightera 1998 Stock Option Plan and Form of Stock Option Agreement
5
10.18 (5) Form of Transfer of Control/Severance Agreement
10.19 (6) Lightera 1998 Stock Option Plan and Form of Stock Option Agreement
10.20 (7) Omnia Communications, Inc. 1997 stock plan and form of agreements
10.21 (9) Employment Agreement dated August 18, 1999 between the Company and Gary B.
Smith
10.22 (9) 1999 Non-Officer Stock Option Plan and Form of Stock Option
Agreement
10.23 (9) Lease Agreement dated June 1, 1999 between the Company and
Ridgeview Court Associates, L.L.C.
21 (2) Subsidiaries of registrant
23.1 Consent of Independent Accountants (filed herewith)
27.1 (12) Financial Data Schedule
(1) Incorporated by reference from the Company's Registration Statement on Form S-1 (333-17729).
(2) Incorporated by reference from the Company's Registration Statement on Form S-1 (333-28525).
(3) Incorporated by reference from the Company's Form 8-K dated December 29, 1997.
(4) Incorporated by reference from the Company's Form 8-K dated October 14, 1998.
(5) Incorporated by reference from the Company's Form 10-K dated December 10, 1998.
(6) Incorporated by reference from the Company's Form 10-Q dated May 21, 1999.
(7) Incorporated by reference from the Company's Form 10-Q dated August 19, 1999.
(8) Confidential treatment has been granted by the Securities and Exchange Commission with respect
to certain portions
of these exhibits.
(9) Incorporated by reference from the Company's Form 10-K dated December 10, 1999.
(10) Incorporated by reference from the Company's Form 10-Q dated May 18, 2000.
(11) Incorporated by reference from the Company's Form 8-K dated September 14, 1998.
(12) Incorporated by reference from the Company's Form 10-K dated December 7, 2000.