8-KOther Events

CIENA CORP 8-K Report (Jan 18, 2001)

Filed January 18, 2001For Securities:CIEN

Summary

CIENA Corporation (CIEN) filed this Form 8-K on January 18, 2001, to provide unaudited pro forma combined financial information and certain historical financial information of Cyras Systems, Inc. (Cyras) in connection with CIENA's proposed acquisition of Cyras, announced on December 19, 2000. This pro forma data, which assumes the acquisition is accounted for as a purchase, offers a glimpse into the combined entity's financial standing as if the merger had already occurred. The pro forma balance sheet as of October 31, 2000, reflects a combined entity with significantly increased assets, notably goodwill and other intangible assets, reflecting the purchase price allocation. The pro forma statement of operations for the year ended October 31, 2000, indicates a substantial net loss for the combined entity, largely driven by the amortization of intangible assets and in-process research and development charges associated with the acquisition. Investors should note that this pro forma information is based on preliminary estimates and assumptions and may not be indicative of actual future results.

Key Highlights

  • 1CIENA Corporation is filing a Form 8-K to present unaudited pro forma combined financial data for the proposed acquisition of Cyras Systems, Inc.
  • 2The transaction is to be accounted for as a purchase, with the pro forma data reflecting the combined financial position as of October 31, 2000.
  • 3The unaudited pro forma combined statement of operations for the year ended October 31, 2000, shows a significant net loss of $242.2 million.
  • 4The pro forma balance sheet indicates substantial goodwill and other intangible assets of approximately $1.65 billion, arising from the acquisition.
  • 5A significant portion of the pro forma net loss is attributed to the amortization of intangibles ($236.1 million) and the expensing of in-process R&D ($16.4 million), which is charged to operations upon acquisition.
  • 6The acquisition's preliminary purchase price is estimated at $1.9 billion, comprised of CIENA common stock, assumed options/warrants, and transaction costs.
  • 7Cyras Systems, Inc. was a development stage company with no revenue reported in the historical financial data provided.

Frequently Asked Questions

This Form 8-K is filed by CIENA Corporation to provide unaudited pro forma combined financial information and historical financial details of Cyras Systems, Inc. This information is presented in connection with CIENA's proposed acquisition of Cyras, which was announced on December 19, 2000.

The acquisition is accounted for as a purchase. The unaudited pro forma combined financial data presents the effect of this pending merger as if it had occurred on specific dates (October 31, 2000, for the balance sheet and November 1, 1999, for the statement of operations).

The preliminary purchase price for the Cyras acquisition is estimated to be approximately $1.9 billion. This includes the estimated value of CIENA common stock issued, assumed Cyras options and warrants, and estimated transaction costs of $46.5 million.

The unaudited pro forma combined statement of operations for the year ended October 31, 2000, shows a net loss of $242.2 million. This loss is significantly influenced by substantial charges for the amortization of intangibles ($236.1 million) and in-process research and development ($16.4 million), which is expensed upon consummation of the acquisition.

The pro forma balance sheet as of October 31, 2000, shows goodwill and other intangible assets totaling approximately $1.65 billion. This includes allocations for developed technology, workforce, and goodwill arising from the purchase accounting treatment of the acquisition.