8-KCorporate ChangesExhibits & Filings

CIENA CORP 8-K Report, Bylaw Amendment (Oct 29, 2004)

Filed October 29, 2004For Securities:CIEN

Summary

CIENA Corporation (CIEN) filed a Form 8-K on October 29, 2004, to report a significant corporate change: the amendment of its Certificate of Incorporation to change its name from “CIENA Corporation” to “Ciena Corporation.” This name change was effective immediately on the filing date and was a result of a corporate restructuring involving the merger of two wholly owned subsidiaries into the parent company. The company utilized Section 253(b) of the Delaware General Corporation Law, which allows for such mergers without requiring a stockholder vote, streamlining the process. This filing is primarily a procedural update reflecting an internal corporate reorganization and name refinement. Investors should note that this change does not appear to be driven by any immediate operational or financial performance shift but rather by a structural adjustment aimed at simplifying the corporate entity. The associated exhibit, a Certificate of Ownership and Merger, provides the official documentation for this legal maneuver.

Key Highlights

  • 1CIENA Corporation officially changed its name to Ciena Corporation, effective October 29, 2004.
  • 2The name change was facilitated by an amendment to the company's Certificate of Incorporation.
  • 3The name change was a consequence of CIEN merging two of its wholly owned subsidiaries into itself.
  • 4The merger was executed under Section 253(b) of the Delaware General Corporation Law.
  • 5No stockholder vote was required or obtained for this corporate restructuring and name change.
  • 6The filing includes Exhibit 3.1, a Certificate of Ownership and Merger, as documentation.

Frequently Asked Questions

The primary purpose of this 8-K filing is to formally announce and document CIENA Corporation's name change to Ciena Corporation, which was effective on October 29, 2004. This change resulted from a corporate restructuring involving the merger of two wholly owned subsidiaries.

The company changed its name from “CIENA Corporation” to “Ciena Corporation” as part of an internal corporate restructuring where two wholly owned subsidiaries were merged into the parent company. This suggests a streamlining of the corporate structure.

No, a shareholder vote was not required for this name change. The company utilized Section 253(b) of the Delaware General Corporation Law, which permits a parent corporation to merge with its wholly owned subsidiaries without a stockholder vote.

Based on the provided filing, this 8-K primarily documents a legal and structural change within the corporation. It does not, on its own, signal immediate significant changes in operational performance or financial results. It appears to be a procedural update following a corporate reorganization.