01—Abstract
Summary
Summary of the 8-K filed May 12, 2004. Cited figures are marked; the original filing is the authoritative source.
CIENA Corporation (CIEN) filed a Form 8-K on May 12, 2004, reporting the completion of its merger with Catena Networks, Inc., effective May 3, 2004.
This significant event involved CIENA acquiring Catena, a privately held leader in the broadband access market. The merger was structured as a stock-for-stock transaction, where Catena's shareholders received approximately 67.8 million shares of CIENA common stock, with exchange ratios varying based on the class of Catena stock. The acquisition positions CIENA to strengthen its presence in the broadband access market, leveraging Catena's established technology and customer base, including deployments with major Regional Bell Operating Companies.
The report also notes the assumption of Catena's stock options by CIENA and the execution of an employment agreement with Catena's former CEO. Notably, CIENA has determined that separate financial statements for the acquired business and pro forma financial information are not required to be filed at this time.
02—Key points
Key Highlights
- CIENA Corporation completed its merger with Catena Networks, Inc. effective May 3, 2004.
- Approximately 67.8 million shares of CIENA common stock were issued to Catena stockholders.
- The merger was a stock-for-stock transaction with specified exchange ratios for different classes of Catena stock.
- Catena Networks was a leader in the broadband access market with over 6,000 deployed solutions.
- CIENA assumed Catena's outstanding stock options, adjusting exercise prices and number of shares.
- An employment agreement was entered into with Gudmundur A. Hjartarson, former CEO of Catena.
- CIENA determined that separate financial statements for the acquired business and pro forma financial information are not required for this filing.
03—Questions
Frequently Asked Questions
What was the primary purpose of this 8-K filing?
This 8-K filing primarily reports the completion of CIENA Corporation's merger with Catena Networks, Inc., which occurred on May 3, 2004. It details the exchange of shares and other related agreements.
How did Catena Networks shareholders benefit from this merger?
Catena Networks shareholders received approximately 67.8 million shares of CIENA common stock in exchange for their Catena stock. The specific number of shares received per Catena share depended on the class of Catena stock held.
What market does Catena Networks operate in, and what was its significance?
Catena Networks was a privately held leader in the broadband access market. It specialized in integrated broadband access solutions deployed with major telecommunications companies, offering POTS, DSL, and Packet Voice capabilities on every line.
Are there any financial statements included in this filing regarding the acquisition?
No, CIENA Corporation has determined that separate financial statements of the acquired business (Catena Networks) and pro forma financial information are not required to be filed with this report under SEC regulations.
04—Continue