01—Abstract
Summary
Summary of the 8-K filed October 29, 2004. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- CIENA Corporation officially changed its name to Ciena Corporation, effective October 29, 2004.
- The name change was facilitated by an amendment to the company's Certificate of Incorporation.
- The name change was a consequence of CIEN merging two of its wholly owned subsidiaries into itself.
- The merger was executed under Section 253(b) of the Delaware General Corporation Law.
- No stockholder vote was required or obtained for this corporate restructuring and name change.
- The filing includes Exhibit 3.1, a Certificate of Ownership and Merger, as documentation.
03—Questions
Frequently Asked Questions
What is the primary purpose of this 8-K filing?
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.
Why did CIENA Corporation change its name?
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.
Did shareholders need to approve this name change?
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.
Does this name change indicate any significant operational or financial changes for Ciena Corporation?
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.
04—Continue