UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Ciena Corporation

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-21969		23-2725311
(Commission File Number)		(IRS Employer Identification No.)

1201 Winterson Road, Linthicum, MD		21090
(Address of Principal Executive Offices)		(Zip Code)

(410) 865-8500

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

ITEM 2.06 – MATERIAL IMPAIRMENTS

Based on a combination of factors, including current macroeconomic conditions and a sustained decline in the common stock price and market capitalization of Ciena Corporation (“Ciena”) below its net book value, Ciena concluded on April 15, 2009 to write off all of its goodwill. Ciena expects to record an impairment charge of approximately $456 million in the current fiscal quarter ending April 30, 2009 relating to the write-off of its goodwill. The impairment charge above will not result in any current or future cash expenditures.

On April 17, 2009, Ciena issued a press release announcing the impairment described above. The text of the press release is furnished as Exhibit 99.1 to this Report.

This report contains forward-looking statements that are based upon management’s expectations and beliefs concerning future events affecting Ciena. Certain matters contained herein concerning anticipated costs and accounting charges are based upon management’s expectations and beliefs concerning future events affecting Ciena. There can be no assurance that these future events will occur as anticipated or that Ciena’s actual results will be as estimated. For a description of certain factors that could cause Ciena’s future results to differ materially from those expressed in any such forward-looking statements, see Part II, Item 1A of Ciena’s Quarterly Report on Form 10-Q for the quarter ended January 30, 2009 entitled “Risk Factors.”

ITEM 9.01 – EXHIBITS  

     (c) The following exhibit is being filed herewith:  

		Exhibit Number		Description of Document
		Exhibit 99.1		Text of Press Release dated April 17, 2009, issued by Ciena Corporation.

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: April 17, 2009		By:		/S/ David M. Rothenstein
		David M. Rothenstein
		Senior Vice President, General Counsel and Secretary

Exhibit 99.1

Press Contact:		Nicole Anderson Ciena Corporation (410) 694—5786 pr@ciena.com
Investor Contact:		Suzanne DuLong Ciena Corporation (888) 243-6223 ir@ciena.com

FOR IMMEDIATE RELEASE

Ciena Anticipates Impairment Charge in Fiscal Second Quarter

LINTHICUM, Md. — April 17, 2009 — Ciena^® Corporation (NASDAQ: CIEN), the network specialist, today announced that it expects to record a non-cash charge of approximately $456 million for impairment of goodwill in its fiscal second quarter ending April 30, 2009. The estimated charge represents the total book value of the Company’s goodwill on its balance sheet as of the date of this announcement, which is consistent with the balance at the end of its fiscal first quarter, January 30, 2009. This non-cash charge does not impact the Company’s normal business operations nor will it result in any current or future cash expense.

Goodwill represents the excess purchase price over amounts assigned to tangible or identifiable intangible assets acquired and liabilities assumed from past acquisitions. In accordance with Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets,” Ciena tests its goodwill for impairment on an annual basis and between annual tests if an event occurs or circumstances change that would, more likely than not, reduce the fair value of Ciena below its carrying value.

The estimated charge is a result of an interim impairment assessment conducted based on a combination of factors, including current macroeconomic conditions and the decline in the Company’s common stock price and market capitalization below its net book value over the Company’s last two fiscal quarters. The estimated charge is subject to finalization, which the Company will complete prior to reporting its fiscal second quarter 2009 financial results.

Note to Investors

Forward-looking statements. This press release contains certain forward-looking statements based on current expectations, forecasts and assumptions that involve risks and uncertainties. These statements are based on information available to the Company as of the date hereof; and Ciena’s actual results could differ materially from those stated or implied, due to risks and uncertainties associated with its business, which include the risk factors disclosed in its Report on Form 10-Q, which Ciena filed with the Securities and Exchange Commission on March 5, 2009. Forward-looking statements include statements regarding Ciena’s expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” and “would” or similar words.. Ciena assumes no obligation to update the information included in this press release, whether as a result of new information, future events or otherwise.

(more)

Ciena Anticipates Impairment Charge in Q2’09 / April 17, 2009 / Page 2 of 2

About Ciena

Ciena specializes in practical network transition. We offer leading network infrastructure solutions, intelligent software and a comprehensive services practice to help our customers use their networks to fundamentally change the way they compete. With a growing global presence, Ciena leverages its heritage of practical innovation to deliver maximum performance and economic value in communications networks worldwide. For more information, visit www.ciena.com.

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