SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

~~THE~~ SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest ~~event~~ event reported): ~~November~~December 1319, 2012

SOAPSTONE NETWORKS INC.

(Exact name of registrant as specified in its charter)

Delaware

(State of incorporation or organization)

or organization)

000-30865

02-0493372

(Commission

file number)

(I.R.S. employer

identification no.)

15 New England Executive Park, Burlington, MA 01803

(Address of principal executive office) (Zip code)

Registrant’s telephone number, including area code: (617) 719-3897

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01

Other Events

~~Financial~~On December 19, ~~Update~~2012, the Board of Directors of Soapstone Networks Inc. (the “Company”) declared and approved a final liquidating distribution in the amount of $0.00925 per share. This distribution will be made on or around December 21, 2012 to all holders of record of the Company’s common stock, par value $0.01 per share, on July 31, 2009 (the “Record Stockholders”).

AtThis ~~the~~liquidating ~~annual~~distribution ~~meeting~~represents ofa ~~stockholders~~final ~~for~~distribution ~~Soapstone~~to ~~Networks Inc. (~~the “Company”)’s ~~held on July 28, 2009,~~ stockholders ~~voted to approve the liquidation and dissolution~~ of ~~the~~funds ~~Company~~held ~~pursuant~~in toreserve ~~the~~by ~~Plan of Liquidation and Dissolution (~~the ~~“Plan of Liquidation”), which authorized the filing of a certificate of dissolution that was filed with the Secretary of~~ ~~State of the State of Delaware on July~~Company. ~~31,~~Record ~~2009.~~Stockholders Indo ~~connection~~not ~~with~~need ~~the~~to ~~approval~~return ofor ~~the~~tender ~~Plan~~their ofshares ~~Liquidation and the filing~~ of ~~the~~common ~~Plan~~stock ofto ~~Liquidation with~~ the ~~Secretary~~Company ofin ~~State~~order ofto ~~the~~receive ~~State~~this ~~of Delaware on July~~distribution. 31However, ~~2009,~~following ~~the~~this ~~Company adopted~~final aliquidating ~~liquidation basis of accounting effective August 1~~distribution, ~~2009.~~shares ~~Today, the Company reported on its financial condition as~~ of ~~September 30, 2012, which is updated from~~ the Company’s ~~last~~common stock, ~~report~~and onany ~~its~~stock ~~financial~~certificates ~~condition~~representing assuch ~~of June 30~~shares, ~~2012,~~will ~~which~~be ~~was~~worthless ~~filed with the Securities~~ and ~~Exchange Commission on a Form 8-K on September 21, 2012~~cancelled.

~~SOAPSTONE~~Please ~~NETWORKS~~note ~~INC~~that it may take between two and four weeks for the Record Stockholders to receive payment of this final liquidating distribution.

CONSOLIDATED STATEMENT OF NET ASSETS AS OF SEPTEMBER 30, 2012 (LIQUIDATION BASIS)

(IN THOUSANDS)

(unaudited)

	September 30, 2012
ASSETS
Cash and cash equivalents	$	200
Other assets		—
Total assets	$	200	**
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable	$	—
Reserve for estimated costs during the liquidation period	$	60
Total liabilities	$	—
Net assets (estimated remaining for distribution on liquidation)	$	140

See accompanying notes.

** During the three (3) month period ended September 30, 2012, the Company spent $35,000 in net cash on general and administrative costs for the wind-down of the business.

FOOTNOTES

NOTE 1. BASIS OF PRESENTATION

The unaudited financial information included herein has been prepared by Soapstone Networks Inc., and includes the accounts of Soapstone Networks Inc. and its subsidiaries (“Soapstone” or the “Company”). In the opinion of the Company, the accompanying financial information reflects all adjustments necessary for a fair presentation of its net assets in liquidation as of September 30, 2012.

Any material subsequent events have been considered for disclosure and recognition through the filing date of this Form 8-K, November 13, 2012.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Liquidation Basis of Accounting

The Company’s Statement of Net Assets in Liquidation is the principal statement of financial condition presented under the liquidation basis of accounting. Under the liquidation basis of accounting, the Company’s assets are stated at their estimated net realizable value, which is the non-discounted amount of cash, or its equivalent, into which an asset is expected to be converted in the due course of business less direct costs, while the Company’s liabilities are reported at their estimated settlement amount, which is the non-discounted amounts of cash, or its equivalent, expected to be paid to liquidate an obligation in the due course of business, including direct costs. Additionally, under the liquidation basis of accounting, the Company is required to establish a reserve for all future estimated general and administrative expenses and other costs expected to be incurred during the liquidation. The reserve for these estimated expenses includes accruals for facilities, professional services, litigation costs, and corporate expenses, including insurance, directors’ fees and statutory fees. These estimates will be periodically reviewed and adjusted as appropriate. Such amounts should not be taken as an indication of the timing or amount of future distributions or the Company’s actual dissolution. The valuation of assets at their net realizable value and liabilities at their anticipated settlement amount represent estimates, based on present facts and circumstances, of the net realizable value of the assets and the costs associated with carrying out the Plan of Liquidation. The actual values and costs associated with carrying out the Plan of Liquidation are expected to differ from amounts reflected in the accompanying statements of financial condition because of the plan’s inherent uncertainty. These differences may be material. In particular, the estimates of the Company’s costs will vary with the length of time necessary to complete the Plan of Liquidation. Accordingly, it is not possible to predict with certainty the timing or aggregate amount which will ultimately be distributed to stockholders.

The Company was required to make significant estimates and exercise judgment in determining the accrued costs of liquidation at September 30, 2012. The Company accrued the following costs (in thousands) expected to be incurred in liquidation:

Accrued Costs of Liquidation	Amount
Outside services and other wind down expenses	$	60
	$	60

(b) Cash and Cash Equivalents

The Company considers all highly liquid investments with original maturities of three months or less at the date of acquisition to be cash equivalents. Cash and cash equivalents include money market funds and certificates of deposit.

Cash and cash equivalents (in thousands) consist of the following:

	September 30,2012		June 30,2012
Cash and cash equivalents	$	200	$	235
Total**	$	200	$	235

** During the three (3) month period ended September 30, 2012, the Company spent $35,000 in net cash on general and administrative costs for the wind-down of the business.

The preparation of this financial information requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial information and the reported amounts of expenses during the stated periods. Significant estimates include anticipated amounts and timing of future cash flows used in the calculation of net realizable value, reserve for future costs and settlement amounts. Actual results could differ from those estimates.

Cautionary Statement About Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” about Soapstone Networks’ future expectations, expenses and plans that constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from those anticipated. When used in this Current Report on Form 8-K, the word “will”, “expected” and other similar expressions are intended to identify such forward looking statements. Further information on potential risk factors that could affect Soapstone, its liquidation and its cash holdings are set forth in the Company’s previous filings with the Securities and Exchange Commission. The Company does not undertake any duty to update forward-looking statements.

SIGNATURE

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 hereunto duly authorized.

SOAPSTONE NETWORKS INC.

Date: November 13, 2012

Date: December 19, 2012

/s/ Michael J. Cayer

Michael J. Cayer

Filing Compare · SOAPSTONE NETWORKS INC.