6Table of Contents

TheTable table below summarizes the reserve for estimated costs during the Dissolution period as of October 31, 2015 and July 31, 2015 (in thousands): Contents

7.Table Fairof Value MeasurementsContents

InTable connection with the closing of the sale of the Tyngsborough Land, the Settlement Agreement relating to the Tyngsborough Litigation was consummated, in connection with which settlement funds were disbursed to the Plaintiffs, a stipulation of dismissal was filed in the Land Court Department of the Trial Court of the Commonwealth of Massachusetts and the termination of the Reciprocal Easement Agreement and the New Easement Agreement were recorded with the Middlesex North Registry of Deeds in Middlesex County, Massachusetts. Contents

11Table of Contents

12Table of Contents

BasedTable on our current best estimate of the realizable value of the Company’s remaining assets relating to the IQstream Business, we have assigned a value of $0 to these assets for purposes of the Statement of Net Assets. In addition, due to the uncertainty surrounding our ability to liquidate our Tejas investment, we have determined that we cannot reasonably provide an estimate of the net realizable value of our Tejas investment at this time and, accordingly, have assigned no value to the Tejas investment for purposes of the Statement of Net Assets. Contents

OurTable primary source of liquidity comes from our cash and cash equivalents. We believe that our cash and cash equivalents will be sufficient to satisfy our anticipated cash requirements through the end of the Dissolution period. However, the Dissolution process involves substantial risks and uncertainties. Accordingly, the actual amount of cash remaining for distribution to stockholders following completion of the Dissolution could vary significantly from current estimates, and such risks and uncertainties could result in no excess cash available for distribution. Contents

TheTable Company has not: (1) publicly announced any programs to repurchase, or repurchased, any shares of Common Stock; or (2) sold, within the last three years, Company securities that were not registered under the Securities Act of 1933, as amended. Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~OCTOBER 31~~JANUARY 30, ~~2015~~2016

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER 000-27273

SYCAMORE NETWORKS, INC.

(Exact name of registrant as specified in its charter)

Delaware

04-3410558

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

300 Brickstone Square, Suite 201

Andover, Massachusetts 01810

(Address of principal executive offices)

(Zip code)

(978) 662-5245

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨x No x¨

The number of shares outstanding of the registrant’s Common Stock as of ~~December 4~~March 8, ~~2015~~2016 was 28,882,093.

Sycamore Networks, Inc.

Index		Page No.
Part I.	FINANCIAL INFORMATION		3
Item 1.	Financial Statements (unaudited)		3
	Statement of Net Assets in Liquidation as of October 31, 2015 and July 31, 2015		3
	Statement of Net Assets (Liquidation Basis) as of January 30, 2016 and July 31, 2015		3
	Statement of Changes in Net Assets in Liquidation for the three Months ended October 31, 2015 and October 25, 2014		4
	Statement of Changes in Net Assets (Liquidation Basis) for the three and six months ended January 30, 2016 and January 24, 2015		4
	Notes to Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		1415
Item 4.	Controls and Procedures		1516
Part II.	OTHER INFORMATION		1617
Item 1A.	Risk Factors		1617
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		1618
Item 6.	Exhibits		1719
Signatures			1921

Part I. Financial Information

Item 1. Financial Statements

Sycamore Networks, Inc.

Statement of Net Assets in (Liquidation Basis)

(in thousands, except per share data)

(unaudited)

	October 31, 2015		July 31, 2015
	January 30, 2016		July 31, 2015
Assets
Cash and cash equivalents	$	1012,~~807~~617		10,943
Land		~~2,500~~—		2,500
Other assets		4755		47
Total assets		1312,~~354~~672		13,490
Liabilities and Net Assets
Accounts payable		~~238~~98		—
Accrued expenses		47—		47
Reserve for estimated costs during the Dissolution period		1,~~402~~855		1,776
Other liabilities		1,587		1,587
Total liabilities		3,~~274~~540		3,410
Net assets in liquidation	$	109,~~080~~132	$	10,080
Shares outstanding		28,882		28,882
Net assets in liquidation per share	$	0.3532	$	0.35

The accompanying notes are an integral part of the financial statements.

Sycamore Networks, Inc.

Statement of Changes in Net Assets in (Liquidation Basis)

For the three and six months ended ~~October~~January 3130, ~~2015~~2016 and ~~October~~January 2524, ~~2014~~2015

(in thousands)

(unaudited)

	Three monthsended October 31,2015
	Three monthsended January 30,2016			Six monthsended January 30,2016
Net assets in liquidation as of July 31, 2015	$	10,080
Net assets in liquidation at beginning of period	$	10,080		$	10,080
Change in estimated realizable value of assets and liabilities:
None		—
Increase in estimated costs during the Dissolution period		(999	)		(999	)
Net assets in liquidation as of October 31, 2015	$	10,080
Increase in estimated realizable value for other assets		4			4
Decrease in accrued expenses		47			47
Net assets in liquidation as of January 30 , 2016	$	9,132		$	9,132

	Three monthsended October 25,2014
	Three monthsended January 24,2015			Six monthsended January 24,2015
Net assets in liquidation as of July 31, 2014	$	9,496
Net assets in liquidation at beginning of period	$	9,584		$	9,496
Change in estimated net realizable value of assets and liabilities:
Change in estimated realizable value of assets and liabilities:
Decrease in estimated costs during the Dissolution period		20
Decrease (increase) in estimated costs during the Dissolution period		(14	)		6
Increase in estimated net realizable value for other assets		68
Increase in estimated realizable value for other assets		3			71
Net assets in liquidation as of October 25, 2014	$	9,584
Net assets in liquidation as of January 24, 2015	$	9,573		$	9,573

The accompanying notes are an integral part of the financial statements.

Sycamore Networks, Inc.

Notes To Financial Statements (Unaudited)

1. Description of Business

Prior to February 1, 2013, Sycamore Networks, Inc. (the “Company”) developed and marketed Intelligent Bandwidth Management solutions for fixed line and mobile network operators worldwide and provided services associated with such products (the “Intelligent Bandwidth Management Business”), and, prior to November 1, 2012, the Company also developed and marketed a mobile broadband optimization solution (the “IQstream Business”).

On October 23, 2012, the Company entered into an Asset Purchase and Sale Agreement (the “Asset Sale Agreement”) with Sunrise Acquisition Corp. (now known as Coriant America Inc.), a portfolio company of Marlin Equity Partners (“Buyer”), pursuant to which Buyer agreed to acquire substantially all of the assets (the “Asset Sale”) primarily related to the Intelligent Bandwidth Management Business, including inventory, fixed assets, accounts receivable, intellectual property rights (other than patents and patent applications), contracts, certain real estate leases, the Company’s subsidiaries in Shanghai, the Netherlands and Japan, and certain shared facilities and assets for $18.75 million in cash, subject to a working capital adjustment, and the assumption by Buyer of certain liabilities. The Company’s stockholders authorized the Asset Sale at a Special Meeting of Stockholders held on January 29, 2013 (the “Special Meeting”), and the Asset Sale was completed on January 31, 2013 (the transfer of the Company’s equity interests in its Shanghai subsidiary, which was subject to the receipt of government approval, occurred on March 25, 2013). Upon the closing of the Asset Sale, Buyer acquired substantially all of the Company’s operating assets relating to the Intelligent Bandwidth Management Business, including the Company’s accounts receivable, inventories and prepaid and other assets, and assumed most of the Company’s remaining current liabilities, including substantially all of the Company’s deferred revenue and accrued warranty obligations. In conjunction with the approval of the Asset Sale Agreement, the Company’s Board of Directors (the “Board”) also approved the liquidation and dissolution of the Company (the “Dissolution”) pursuant to a Plan of Complete Liquidation and Dissolution (the “Plan of Dissolution”) following the completion of the Asset Sale. The Plan of Dissolution was also approved by the stockholders at the Special Meeting and, following a review of the Company’s strategic alternatives for all of the Company’s assets and available options for providing value to the Company’s stockholders, the Company filed a certificate of dissolution with the Secretary of State of the State of Delaware (the “Certificate of Dissolution”) on March 7, 2013. For additional information regarding the Dissolution, please see the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on December 28, 2012 and its Current Report on Form 8-K filed with the SEC on March 8, 2013.

In connection with the filing of the Certificate of Dissolution, on March 7, 2013, the Company closed its stock transfer books and discontinued recording transfers of its common stock, $0.001 par value per share (the “Common Stock”). The Common Stock, and stock certificates evidencing shares of the Common Stock, are no longer assignable or transferable on the Company’s books, other than transfers by will, intestate succession or operation of law. The Company also submitted a request to The NASDAQ Stock Market (“NASDAQ”) to suspend trading of the Common Stock on The NASDAQ Global Select Market effective as of the close of trading on March 7, 2013 and, on March 15, 2013, the Company filed a Form 25 with the SEC to delist its Common Stock, which became effective prior to the opening of trading on March 25, 2013. Since the suspension of trading of the Common Stock on The NASDAQ Global Select Market, shares of our Common Stock held in street name with brokers have been trading in the over-the-counter market on the Pink Sheets, an electronic bulletin board established for unlisted securities.

As a result of the completion of the Asset Sale and the Company’s previously announced halting of further development and marketing in connection with the IQstream Business, the Company no longer has any operating assets or revenue. Since the filing of the Certificate of Dissolution, the Company has been operating in accordance with the Plan of Dissolution, which contemplates an orderly wind-down of the Company’s business, including the sale or monetization of the Company’s remaining non-cash assets and the satisfaction or settlement of its liabilities and obligations, including contingent liabilities and claims. As of ~~October~~ January 3130, ~~2015~~2016, the Company had one remaining employee.

During fiscal year 2014, the Company completed the sale of its patent portfolios. On February 28, 2014, the Company completed the sale of its portfolio of 40 patents and two patent applications related to the Intelligent Bandwidth Management Business (the “IBM Patents”) for $2.0 million to Dragon Intellectual Property, LLC. On May 22, 2014, the Company completed the sale of its portfolio of three United States patents, six United States patent applications and certain foreign patents and patent applications related to the IQstream Business (the “IQstream Patents”) for $0.3 million to Citrix Systems, Inc. Following the sale of the IQstream Patents, the

Company has continued to pursue the sale of certain technology and equipment relating to the IQstream Business; however, the Company does not expect to receive any additional material consideration for its remaining IQstream assets.

In accordance with the Purchase and Sale Agreement by and between the Company and Princeton Tyngsborough Commons, LLC (“Tyngsborough Commons”) dated October 10, 2014, and amended on each of February 24, 2015, March 27, 2015, March 30, 2015, July 30, 2015, September 15, 2015, September 30, 2015 and October 9, 2015 (as amended, the “Purchase Agreement”), on December 4, 2015 the Company completed the sale of approximately 102 acres of undeveloped land located in Tyngsborough, Massachusetts (the “Tyngsborough Land”) to Tyngsborough Commons for a total purchase price of $2.5 million. ~~Certain~~In ~~representations~~accordance ~~and~~with ~~warranties under~~ the ~~Purchase~~terms ~~Agreement~~of ~~will survive~~ the ~~closing until February 29, 2016. Pursuant to the~~ Purchase Agreement, ~~under~~all norepresentations ~~circumstances~~and ~~will~~warranties ~~the~~which ~~Company~~survived bethe ~~liable~~closing toexpired ~~Tyngsborough~~on ~~Commons for more than $75~~February 29,~~000~~ ~~in the aggregate for any breaches of such representations and warranties or obligations~~2016.

OnThe ~~March 26,~~Company ~~2015,~~is ~~Franklin~~continuing ~~Equities,~~to ~~LLC~~pursue ~~and~~the FEliquidation ~~Potash~~to ~~100,~~cash ~~LLC~~of ~~(together,~~its ~~the~~remaining ~~“Plaintiffs”)~~non-cash assets, ~~abutters~~which, following the sale of the Tyngsborough Land, ~~filed a~~primarily ~~complaint~~consist ~~(the~~of ~~“Complaint”) in~~ the ~~Land~~Company’s ~~Court~~investment ~~Department~~in ofTejas ~~the~~Networks ~~Trial~~India ~~Court~~Private ofLimited, ~~the~~a ~~Commonwealth~~private ofcompany ~~Massachusetts~~in ~~against~~India ~~the~~that ~~Company~~provides ~~and~~optical ~~Charles~~transport ~~McAnsin~~solutions ~~Associates,~~to Atelecommunications ~~Limited~~carriers ~~Partnership~~ (~~the~~ “~~Tyngsborough Litigation~~Tejas”). In ~~connection~~ ~~with~~July 2000, the ~~closing~~Company ofmade ~~the~~an investment ~~sale~~ of ~~the~~$2.2 ~~Tyngsborough~~million ~~Land~~in ~~on December 4~~Tejas, ~~2015,~~and ait ~~Settlement~~currently ~~Agreement~~owns ~~with~~approximately ~~respect~~5% toof the ~~Tyngsborough~~outstanding ~~Litigation~~equity ~~and~~interests ~~certain~~in ~~other~~Tejas. ~~litigation~~The toCompany ~~which~~is ~~the~~currently ~~Company~~evaluating ~~was~~its ~~not~~available aoptions ~~party~~with ~~(the~~respect ~~“Settlement Agreement”)~~to ~~was~~its ~~consummated,~~investment in ~~connection~~Tejas. ~~with~~The ~~which~~Company ~~settlement~~currently believes ~~funds~~that ~~were~~while ~~disbursed~~it may be possible to ~~the~~realize ~~Plaintiffs,~~some avalue ~~stipulation~~with ofrespect ~~dismissal~~to ~~was~~its ~~filed~~investment in ~~the~~Tejas, ~~Land~~any ~~Court~~present ~~Department~~sale of the ~~Trial~~Company’s ~~Court~~Tejas ofshares ~~the~~would ~~Commonwealth~~be ofsubject ~~Massachusetts~~to ~~and~~a ~~the termination~~discount ofdue to the ~~Reciprocal~~currently ~~Easement~~illiquid ~~Agreement,~~market ~~dated~~for asthe ofTejas ~~November 23~~shares, ~~1998,~~among other byfactors. As a result, and ~~between~~following ~~predecessors-in-title~~consideration of ~~the~~potential ~~Plaintiffs~~options ~~and~~that might arise with respect to the Company’s asTejas ~~owners~~investment, ofthe ~~certain~~Board ~~real~~determined ~~property~~that ~~(including,~~additional intime ~~the~~would ~~case~~be ofuseful ~~the~~to ~~Company~~further ~~and~~evaluate ~~its~~whether any potential ~~predecessor-in-title,~~value ~~several~~that ~~lots~~might ~~constituting~~be realizable from the ~~Tyngsborough~~Tejas ~~Land)~~investment (would exceed the ~~“Reciprocal~~additional ~~Easement~~costs ~~Agreement”)~~that ~~and~~would abe ~~new~~anticipated ~~easement~~to ~~agreement~~be ~~between~~incurred ~~the~~as ~~Company~~a ~~and~~result of extending the ~~Plaintiffs,~~Company’s ~~pursuant~~Dissolution toperiod. ~~which~~Accordingly, ~~each~~on ~~party~~February 12, ~~granted~~2016, the ~~other certain rights~~Company offiled ~~use~~a ~~and~~petition ~~access~~(the ~~with~~“Petition”) ~~respect~~in to the ~~Tyngsborough~~Delaware ~~Land~~Court of Chancery (the “~~New~~Court ~~Easement~~of ~~Agreement~~Chancery”), ~~were~~requesting ~~recorded~~an extension in accordance with the ~~Middlesex~~DGCL ~~North~~of ~~Registry~~up to an additional two years of ~~Deeds~~the inCompany’s ~~Middlesex~~wind ~~County~~down period, ~~Massachusetts.~~or ~~For~~such shorter ~~additional~~period ~~information~~as ~~concerning~~the ~~this~~Board ~~matter~~deems necessary, ~~see Note~~to 6make a final determination with respect to the ~~financial~~Company’s ~~statements~~Tejas investment, which was granted on February 25, 2016.

~~The~~Although ~~Company is continuing to pursue~~ the ~~sale~~Board of its remaining non-cash assets, which, following the sale of the Tyngsborough Land, primarily consists of the Company’s investment in Tejas Networks India Private Limited, a private company in India that provides optical transport solutions to telecommunications carriers (“Tejas”). In July 2000, the Company made an investment of $2.2 million in Tejas and currently owns approximately 5% of the outstanding equity interests in Tejas. The Company is currently evaluating its available options with respect to its investment in Tejas. The Company currently believes that it may be possible to realize some value with respect to its investment in Tejas~~; however~~, ~~the possible receipt of any~~ such potential value is presently uncertain and subject to substantial risks and uncertainties ~~which~~that are outside of ~~the Company~~Sycamore’s control, including risks and uncertainties that arise from or relate to certain agreements and obligations ~~between~~among the ~~stockholders~~shareholders of Tejas,. ~~and~~As ~~the~~a ~~Company~~result, the Board has determined that it cannot reasonably provide an estimate of the net realizable value of its Tejas investment at this time~~. Accordingly~~, ~~the Company~~and Sycamore has assigned no value to the Tejas shares for the purposes of ~~the~~its ~~Company’s~~ Statement of Net Assets,. ~~and~~The ~~there~~Company ~~can~~cannot provide beany no assurance as to when, if ever, the Company will be able to realize any value ~~with~~from ~~respect to~~ its investment in Tejas, ~~which may~~or ~~delay~~that the ~~completion~~amount ofrealized ~~the~~will ~~Dissolution~~equal ~~and~~or ~~related~~exceed ~~distributions~~the amount expected to ~~its~~be ~~stockholders~~incurred as a result of the extension of the Dissolution period.

On ~~July~~February 2925, ~~2014~~2016, the ~~Company~~Court ~~paid~~of aChancery ~~liquidating~~entered ~~cash distribution~~an toorder ~~stockholders~~extending ofSycamore’s ~~$0.24~~corporate ~~per~~existence ~~share~~for an additional period of ~~Common~~up ~~Stock~~to two years, ending on March 7, 2018, or ~~$6.93~~such ~~million~~shorter inperiod as the ~~aggregate.~~Board ~~The~~deems ~~Board~~necessary, ~~declared~~to ~~this~~make ~~distribution~~a ~~after~~final determination with respect to the ~~Delaware~~Company’s ~~Court~~remaining ofnon-cash ~~Chancery~~assets, onand ~~July 2,~~affirming ~~2014~~that approximately $3.54 million is sufficient to be retained for anticipated wind down costs and expenses, ~~granted~~of which any portion that is not required to cover such wind down costs and expenses may be distributed from time to time to the Company’s ~~petition~~stockholders ~~for~~in athe discretion of ~~determination~~the ~~that,~~Board ~~among~~in ~~other~~accordance ~~things,~~with ~~the~~its ~~amount~~fiduciary ~~set~~duties. ~~forth~~Following ina final determination by the ~~petition~~Board with respect to bethe ~~retained~~remaining bynon-cash assets, the Company ~~for~~would ~~anticipated~~expect ~~wind-down~~to ~~costs~~make ~~and~~a ~~expenses~~final liquidating distribution and ~~for~~conclude ~~contingent~~the ~~and~~Dissolution ~~unknown~~period. ~~liabilities~~In addition, ~~and~~subject ~~other~~to ~~possible~~uncertainties ~~charges~~inherent ~~and~~in ~~expenses~~the iswinding-down ~~sufficient to~~of bethe ~~retained~~Company’s ~~pursuant~~business, the Company may make one or more additional liquidating distributions prior to ~~Section 280(c)~~the conclusion of the ~~General~~Dissolution ~~Corporation~~period ~~Law~~after payment of, ~~the~~or ~~State~~provision for, ofoutstanding ~~Delaware.~~claims Inin accordance with ~~the~~Delaware ~~petition~~law. However, ~~any~~the ~~portion~~Dissolution ofprocess and the ~~retained~~payment ~~amount~~of ~~that~~any distribution to stockholders involve substantial risks and uncertainties. Accordingly, it is not ~~required~~possible to ~~cover~~predict ~~wind-down~~the ~~costs,~~timing ~~charges~~of the completion of the Dissolution, ~~expenses~~the timing of any further distributions to stockholders or ~~liabilities~~ ~~may~~the aggregate amount of any such distributions, and no assurance can be ~~distributed~~given ~~from~~that ~~time~~the todistributions ~~time~~will toequal or exceed the estimate of net assets presented in the Company’s ~~stockholders~~Statement inof ~~the~~Net ~~discretion~~Assets. The Company will continue to analyze its estimates of ~~the~~liquidation ~~Board~~expenses inon ~~accordance~~an ~~with~~ongoing basis, and determine whether further distributions of assets to its ~~fiduciary~~stockholders ~~duties~~are appropriate at such times.

~~Under~~6 the Delaware General Corporation Law, the Dissolution period and the Company’s corporate existence will continue until at least March 7, 2016, three years from the filing of the Certificate of Dissolution, or such longer period as the Court of Chancery directs to, among other things, enable the Company to dispose and convey its properties, discharge its liabilities and distribute to its stockholders any remaining assets. Until the completion of the Dissolution, the Company will continue to pursue the liquidation to cash of its remaining non-cash assets for possible distribution to its stockholders. There can be no assurance as to the amount of consideration the Company

~~Table~~2. Basis of ~~Contents~~Presentation

~~may~~The beaccompanying ~~able~~financial todata ~~obtain~~has ~~for~~been ~~these~~prepared ~~assets~~by ~~or as to any time frame within which a potential sale or other disposition of these assets might occur. Subject to uncertainties inherent in~~ the ~~winding-down~~ ~~of the~~ Company~~’s business~~, ~~the~~without ~~Company~~audit, ~~may~~pursuant ~~make~~to ~~one or more additional liquidating distributions following~~ the ~~liquidation~~rules toand ~~cash~~regulations of ~~its~~the ~~remaining~~SEC. ~~non-cash~~Certain information ~~assets~~ and ~~after~~footnote ~~payment~~disclosures ~~of,~~normally orincluded ~~provision~~in ~~for,~~financial ~~outstanding~~statements ~~claims~~prepared in accordance with ~~Delaware~~accounting ~~law.~~principles ~~However,~~generally accepted in the ~~Dissolution~~United ~~process~~States ~~and~~of ~~the~~America ~~payment~~have ofbeen ~~any~~condensed ~~distribution~~or toomitted ~~stockholders~~pursuant ~~involve~~to ~~substantial~~such ~~risks~~rules and ~~uncertainties~~ regulations. ~~Accordingly~~However, ~~it is not possible to predict~~ the ~~timing~~Company ofbelieves ~~the~~that ~~completion of~~ the ~~Dissolution,~~ ~~the~~disclosures ~~timing~~are ofadequate ~~any further distributions~~ to ~~stockholders~~make or the ~~aggregate~~information ~~amount~~presented ofnot ~~any~~misleading. ~~such~~The ~~distributions,~~financial ~~and~~statements noshould ~~assurance~~be ~~can~~read bein ~~given~~conjunction ~~that~~with the ~~distributions~~financial ~~will~~statements ~~equal~~and ~~or exceed~~ the ~~estimate~~notes ofthereto ~~net~~included ~~assets presented~~ in the Company’s ~~Statement~~Annual ofReport ~~Net~~on ~~Assets.~~Form ~~The~~10-K ~~Company~~for ~~will~~the ~~continue~~fiscal toyear ~~analyze~~ended ~~its~~July 31, ~~estimates~~2015, ofas ~~liquidation~~filed ~~expenses~~with onthe anSEC ~~ongoing~~on ~~basis~~October 27, ~~and determine whether further distributions of assets to its stockholders are appropriate at such times~~2015.

2In the opinion of management, the accompanying financial data reflect all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of net assets. The ~~Basis~~preparation of ~~Presentation~~financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements. Actual results could differ from these estimates.

~~The~~On ~~accompanying financial data has been prepared by the Company~~March 24, ~~without audit~~2013, ~~pursuant~~following to the ~~rules~~Company’s ~~and~~filing ~~regulations~~ of the ~~SEC.~~Certificate ~~Certain information~~of ~~and~~Dissolution, ~~footnote~~the ~~disclosures~~Company ~~normally~~adopted ~~included in financial statements prepared in accordance with accounting principles generally accepted in~~ the ~~United~~liquidation ~~States~~basis of ~~America have been condensed or omitted pursuant to such rules and~~ ~~regulations~~accounting. ~~However,~~See ~~the~~Note ~~Company~~3 ~~believes that the disclosures are adequate~~ to ~~make~~ the ~~information presented not misleading. The~~ financial statements, ~~should~~“Liquidation beBasis ~~read~~of inAccounting,” ~~conjunction~~for ~~with~~further ~~the~~information ~~financial~~regarding ~~statements and~~ the ~~notes thereto included in the~~ Company’s ~~Annual~~adoption ~~Report~~of ~~on Form 10-K for~~ the ~~fiscal~~liquidation ~~year~~basis ~~ended~~of ~~July 31, 2015, as filed with the SEC on October 27, 2015~~accounting.

~~In the opinion of management, the accompanying financial data reflect all adjustments (consisting of only normal recurring adjustments) necessary for a fair statement of net assets~~3. Liquidation ~~The~~Basis ~~preparation~~ of ~~financial~~Accounting statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements. Actual results could differ from these estimates.

OnNet ~~March 24,~~assets ~~2013,~~in ~~following the Company’s filing of the Certificate of Dissolution, the Company adopted the~~ liquidation ~~basis~~were ~~of accounting~~$9.13 ~~See~~million ~~Note~~and 3$10.08 tomillion ~~the~~as ~~financial~~of ~~statements~~January 30, ~~“Liquidation~~2016 ~~Basis~~and ofJuly 31, ~~Accounting~~2015,” ~~for further information regarding the Company’s adoption of the liquidation basis of accounting~~respectively.

3As of January 30, 2016, assets consisted of cash and cash equivalents of $12.62 ~~Liquidation~~million ~~Basis~~and other assets of ~~Accounting~~$0.05 million. Based on the Company’s expectation that we do not expect to receive any additional material consideration for our remaining IQstream assets, we have assigned a value of $0 to these assets for purposes of the Statement of Net Assets. In addition, due to the uncertainty surrounding our ability to liquidate our Tejas investment, we have determined that we cannot reasonably provide an estimate of the net realizable value of our Tejas investment at this time and, accordingly, have assigned no value to the Tejas investment for purposes of the Statement of Net Assets.

~~Net~~As ~~assets~~of inJanuary 30, ~~liquidation~~2016, ~~were~~liabilities consisted of accounts payable of $100.081 million, asour reserve for estimated costs during the Dissolution period of ~~October 31,~~$1.85 ~~2015~~million and ~~July 31~~other liabilities of $1.59 million. For additional information concerning other liabilities, ~~2015~~see Note 5. “Income Taxes.”

AsDuring ofthe ~~October~~three and six months ended January 3130, ~~2015~~2016, ~~assets~~the ~~consisted~~Company ofadjusted ~~cash~~its ~~and~~estimated ~~cash~~settlement ~~equivalents~~amounts of ~~$10.81 million~~liabilities, ~~the~~resulting ~~Tyngsborough~~in ~~Land~~a ~~valued~~net atdecrease to ~~$2.5~~net ~~million and other~~ assets of $0.0595 million. ~~Based~~The onadjustments ~~our~~were ~~current~~primarily ~~best~~related ~~estimate~~to of the ~~realizable~~increase ~~value~~in of the ~~Company’s~~reserve ~~remaining~~for ~~assets~~estimated ~~relating~~costs ~~to the IQstream Business, we have assigned a value~~ of $01.44 tomillion ~~these~~as ~~assets~~a ~~for~~result ~~purposes~~ of the ~~Statement~~extension of ~~Net Assets. In addition, due to~~ the ~~uncertainty~~Dissolution ~~surrounding~~period ~~our~~by ~~ability~~up to ~~liquidate~~two ~~our~~additional ~~Tejas investment~~years, weoffset ~~have~~in ~~determined~~part ~~that~~by wea decrease ~~cannot~~in ~~reasonably~~the ~~provide~~Company’s anpreviously ~~estimate~~reserved ofestimated ~~the~~costs ~~net~~during ~~realizable~~the ~~value~~Dissolution period of ~~our~~$0.44 ~~Tejas~~million ~~investment at this time~~ and, ~~accordingly,~~a ~~have assigned~~decrease noin ~~value~~accrued toexpenses ~~the Tejas investment for purposes~~ of ~~the~~$0.05 ~~Statement of Net Assets~~million.

AsThe increase of ~~October 31~~$1.44 million as a result of the extension of the Dissolution period presumes a final dissolution date of March 7, ~~2015~~2018, ~~liabilities~~and ~~consisted~~is ofcomprised ~~accounts~~of ~~payable~~estimated compensation and consulting costs of $0.2445 million, ~~accrued~~other expenses associated with wind down activities of $0.0538 million, ~~our~~insurance ~~reserve~~of ~~for~~$0.31 million, and professional fees of $0.30 million. The decrease in the Company’s previously reserved estimated costs during the Dissolution period relates to estimated costs for the period through March 7, 2016, and is comprised of other expenses associated with wind down activities of $10.435 million, compensation and ~~other~~consulting ~~liabilities~~costs of $0.05 million and professional fees of $10.5904 million. ~~For~~The ~~additional~~decrease ~~information~~in ~~concerning~~ other ~~liabilities~~expenses associated with wind down activities for the period through March 7, ~~see~~2016 ~~Note~~is 5primarily related to the expiration of the statute of limitations relating to potential tax liabilities in certain state jurisdictions. The decrease in compensation and consulting costs and professional fees for the period through March 7, 2016 is primarily related to a determination that those expenditures are no longer expected ~~“Income~~to ~~Taxes~~be incurred.”

The ~~Company~~table ~~accrued~~below ~~estimated~~summarizes ~~costs expected to be incurred in carrying out~~ the ~~Plan of Dissolution. Under Delaware law, the Dissolution period will last for a minimum of three years from the filing of the Certificate of Dissolution (or March 7, 2016), and the Company’s~~ reserve for estimated costs during the Dissolution period ~~assumes such period will end on March 7, 2016. The Company was required to make certain estimates and exercise judgment in determining the accrued costs of liquidation~~ as of ~~October~~January 3130, ~~2015~~2016 and July 31, 2015. (in thousands):


	January 30, 2016		July 31, 2015
Compensation	$	649	$	376
Professional fees		372		568
Other expenses associated with wind down activities		526		646
Insurance		308		186

	$	1,855	$	1,776

~~Table~~7 ~~of Contents~~

	October 31, 2015		July 31, 2015
Compensation	$	299	$	376
Professional fees		516		568
Other expenses associated with wind down activities		587		646
Insurance		—		186
	$	1,402	$	1,776

These estimated costs will continue to be reviewed periodically and adjusted as appropriate.

~~For~~As ~~the~~of ~~three months ended October~~February 3129, ~~2015~~2016, ~~the~~all ~~Company~~surviving ~~did~~representations ~~not~~and ~~make~~warranties ~~any~~under ~~adjustments~~the toPurchase ~~its~~Agreement ~~estimate~~had ofexpired ~~the~~without ~~realizable value~~Tyngsborough ofCommons ~~assets~~asserting orany indemnification ~~its~~claims ~~estimated~~against ~~settlement~~the ofCompany. Accordingly, ~~liabilities~~the ~~and~~Company ~~there~~has ~~was~~not norecorded, ~~change~~nor indoes ~~net~~it ~~assets~~expect ~~for~~to ~~the~~record, ~~three~~any ~~months~~liability ~~ended~~in ~~October 31,~~connection ~~2015.~~with those obligations.

4. Cash Equivalents and Marketable Securities

Cash equivalents are short-term, highly liquid investments with original or remaining maturity dates of three months or less at the date of acquisition. Cash equivalents are carried at cost plus accrued interest, which approximates fair market value. As of ~~October~~January 3130, ~~2015~~2016 and July 31, 2015, aggregate cash and cash equivalents consisted of (in thousands):

October 31, 2015:

AmortizedCost

GrossUnrealizedGains

GrossUnrealizedLosses

Fair MarketValue

January 30, 2016:

AmortizedCost

GrossUnrealizedGains

GrossUnrealizedLosses

Fair MarketValue

Cash and cash equivalents

1012,~~807~~617

—

1012,~~807~~617

Total

1012,~~807~~617

—

1012,~~807~~617

July 31, 2015:	AmortizedCost		GrossUnrealizedGains		GrossUnrealizedLosses		Fair MarketValue
Cash and cash equivalents	$	10,943	$	—	$	—	$	10,943
Total	$	10,943	$	—	$	—	$	10,943

5. Income Taxes

The Company is currently open to audit under statutes of limitation by the Internal Revenue Service, various foreign jurisdictions, and state jurisdictions for the fiscal years ended July 31, 2009 through July 31, 2015. However, limited adjustments can be made to federal and state tax returns in earlier years in order to reduce net operating loss carryforwards.

As of ~~October~~January 3130, ~~2015~~2016 and July 31, 2015, the Company had a liability of $1.59 million for taxes, interest and penalties for unrecognized tax benefits related to various foreign income tax matters. As of ~~October~~January 3130, ~~2015~~2016 and July 31, 2015, the Company had $0.6 million accrued for interest and penalties related to uncertain tax positions. The Company accounts for interest ~~and~~ and penalties related to uncertain tax positions as part of its provision for federal, international and state income taxes. This liability is subject to change, perhaps materially.

As a result of having substantial net operating losses over recent years and no current operations, the Company determined that it is more likely than not that our deferred tax assets will not be realized. Therefore, we maintain a valuation allowance on the full amount of our net deferred tax assets. If the Company generates future taxable income against which these tax attributes may be applied, the net operating loss carryforwards may be utilized and some or all of the valuation allowance reversed. If the valuation allowance is reversed, portions would be recorded as an increase to paid-in capital and the remainder would be recorded as a reduction in income tax expense.

The occurrence of ownership changes, as defined in Section 382 of the Internal Revenue Code of 1986, as ~~amended~~ amended (the “Code”), is not controlled by the Company, and could significantly limit the amount of net operating loss carryforwards and research and development credits that can be utilized annually to offset future taxable income. The ~~Company~~ Company completed an updated Section 382 study for the period April 2006 through July 31, 2011 and the results of this study showed that no ownership change within the meaning of the Code had occurred from April 2006 through July 31, 2011. ~~The~~ The Company has not, however, conducted a Section 382 study for any periods after July 31, 2011 and, accordingly, the Company cannot provide any assurance that an ownership change within the meaning of the Code has not occurred since that date.

6. Commitments and Contingencies

Litigation

On March 26, 2015, the Plaintiffs filed the Complaint in the Land Court Department of the Trial Court of the Commonwealth of Massachusetts against the Company and Charles McAnsin Associates, A Limited Partnership. On October 5, 2015, the Company, Tyngsborough Commons, the Plaintiffs and certain other parties named therein entered into the Settlement Agreement providing for, among other things: (i) the filing of a motion to stay the Tyngsborough Litigation upon the parties’ entry into the ~~Settlement~~ Settlement Agreement; and (ii) in connection with the closing of the sale of the Tyngsborough Land to Tyngsborough Commons (or its permitted assigns), (A) the filing of a stipulation of dismissal, with prejudice, of the Tyngsborough Litigation, upon the payment by the Company and Tyngsborough Commons to the Plaintiffs of an aggregate amount of $125,000 (the Company and Tyngsborough Commons separately agreed that the Company is only required to pay $50,000 of such settlement amount), (B) ~~the~~ the termination of the Reciprocal Easement Agreement and (C) the entry into the New Easement Agreement. In connection with the closing of the sale of the Tyngsborough Land on December 4, 2015, the Settlement Agreement was consummated, in connection with which settlement funds were disbursed to the Plaintiffs, a stipulation of dismissal was filed in the Land Court Department of the Trial Court of the Commonwealth of Massachusetts and the termination of the Reciprocal Easement Agreement and the New Easement Agreement were recorded with the Middlesex North Registry of Deeds in Middlesex County, Massachusetts.

Guarantees

The Company’s guarantees requiring disclosure consist of its indemnification obligations under the Purchase Agreement, for officers and directors, and for other claims.

Prior to the Asset Sale and the Dissolution, in the normal course of business, the Company agreed to indemnify other parties, including customers, lessors and parties to other transactions with the Company with respect to certain matters. Historically, payments made by the Company under these agreements had not had a material impact on the Company’s operating results or financial position. Furthermore, most of these obligations were assumed by Buyer in connection with the Asset Sale. Accordingly, the Company has not recorded a liability for these agreements as of ~~October~~January 3130, ~~2015~~2016 or July 31, 2015, as the Company believes the exposure for any related payments is not material.

We entered into our standard form of indemnification agreement with each of our current and former directors and executive officers, which is in addition to the indemnification provided for in our amended and restated certificate of incorporation, as amended. The Plan of Dissolution also provides that we continue to indemnify such directors and executive officers in accordance with such agreements and our amended and restated certificate of incorporation, as amended. The indemnification agreements, among other things, provide for indemnification of such directors and executive officers for a number of expenses, including attorneys’ fees and other related expenses, as well as certain judgments, fines, penalties and settlement amounts incurred by any such person in any action, suit or proceeding, including any action by or in the right of the Company, arising out of such person’s service as a director or executive officer of the Company or any other company or enterprise to which the person provided services at our request. The Company did not incur any expense under these arrangements during the first ~~three~~six months of fiscal 2016 or fiscal 2015. Due to the Company’s inability to estimate liabilities in connection with these agreements, if and when they might be incurred, the Company has not recorded any liability for these agreements as of ~~October~~January 3130, ~~2015~~2016 or July 31, 2015. During the Dissolution period, we intend to continue to indemnify each of our current and former directors and executive officers to the extent permitted under Delaware law, our amended and restated certificate of incorporation, as amended, and the indemnification agreements. The Company has also continued to maintain directors’ and officers’ insurance coverage since the filing of the Certificate of Dissolution, and intends to maintain such coverage through the end of the Dissolution period and to obtain a tail policy following the completion of the Dissolution.

~~Other~~As ~~Matters~~of February 29, 2016, all surviving representations and warranties under the Purchase Agreement had expired without Tyngsborough Commons asserting any indemnification claims against the Company. Accordingly, the Company has not recorded, nor does it expect to record, any liability in connection with those obligations.

~~The~~Other ~~Company’s~~Matters 401(k) plan is currently the subject of a scheduled investigation by the U.S. Department of Labor. The Company has been cooperating with, and is in the process of providing the information requested by, the U.S. Department of Labor.

9The Company’s 401(k) plan is currently the subject of a scheduled investigation by the U.S. Department of Labor. The Company has been cooperating with, and is in the process of providing the information requested by, the U.S. Department of Labor.

~~Table~~9 ~~of Contents~~

The fair value measurement rules establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value7. Fair ~~The~~Value ~~standard~~Measurements ~~describes three levels of inputs that may be used to measure fair value:~~

Level 1		Quoted prices in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset and liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2		Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3		Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The fair value measurement rules establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Assets and liabilities of the Company measured at fair value on a recurring basis as of October 31, 2015, are summarized as follows (in thousands):


Level 1		Quoted prices in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset and liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2		Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3		Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

	October 31, 2015		Fair Value Measurements at Reporting Date Using
Description			Quoted Prices inActive Marketsfor IdenticalAssets (Level 1)		Significant OtherObservable Inputs(Level 2)		Significant UnobservableInputs(Level 3)
Assets
Cash and Cash Equivalents	$	10,807	$	10,807	$	—	$	—
Total assets	$	10,807	$	10,807	$	—	$	—

Assets and liabilities of the Company measured at fair value on a recurring basis as of January 30, 2016, are summarized as follows (in thousands):

Cash and Cash Equivalents


			Fair Value Measurements at Reporting Date Using
Description	January 30, 2016		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Cash and Cash Equivalents	$	12,617	$	12,617	$	—	$	—

Total assets	$	12,617	$	12,617	$	—	$	—

Cash and ~~cash~~Cash ~~equivalents~~Equivalents ~~of $10.81 million consisting of money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets.~~

~~Assets~~Cash and ~~liabilities~~cash equivalents of ~~the~~$12.62 ~~Company~~million ~~measured~~consisting atof ~~fair~~money ~~value~~market onfunds aare ~~recurring~~classified ~~basis~~within asLevel 1 of ~~July 31,~~the ~~2015,~~ fair value hierarchy because they are ~~summarized~~valued using asquoted ~~follows~~market (prices in ~~thousands):~~active markets.

	July 31, 2015		Fair Value Measurements at Reporting Date Using
Description			Quoted Prices inActive Marketsfor IdenticalAssets (Level 1)		Significant OtherObservable Inputs(Level 2)		Significant UnobservableInputs(Level 3)
Assets
Cash and Cash Equivalents	$	10,943	$	10,943	$	—	$	—
Total assets	$	10,943	$	10,943	$	—	$	—

Assets and liabilities of the Company measured at fair value on a recurring basis as of July 31, 2015, are summarized as follows (in thousands):

Cash and Cash Equivalents


			Fair Value Measurements at Reporting Date Using
Description	July 31, 2015		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Cash and Cash Equivalents	$	10,943	$	10,943	$	—	$	—

Total assets	$	10,943	$	10,943	$	—	$	—

Cash and ~~cash~~Cash ~~equivalents~~Equivalents ~~of $10.94 million consisting of money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets.~~

8Cash and cash equivalents of $10.94 ~~Subsequent~~million ~~Events~~consisting of money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets.

~~In accordance with the Purchase Agreement, on December 4, 2015, the Company completed the sale of the Tyngsborough Land to Tyngsborough Commons for a total purchase price of $2~~8.~~5 million. Certain representations and warranties under the Purchase Agreement will survive the closing until February~~ ~~29,~~Subsequent ~~2016.~~Events Pursuant to the Purchase Agreement, under no circumstances will the Company be liable to Tyngsborough Commons for more than $75,000 in the aggregate for any breaches of such representations and warranties or obligations.

10On February 25, 2016, the Court of Chancery entered an order extending Sycamore’s corporate existence for an additional period of up to two years, ending on March 7, 2018, or such shorter period as the Board deems necessary, to make a final determination with respect to the Company’s remaining non-cash assets, and affirming that

~~Table~~10 ~~of Contents~~

~~Item~~ approximately 2$3.54 million is sufficient to be retained for anticipated wind down costs and expenses, of which any portion that is not required to cover such wind down costs and expenses may be distributed from time to time to the Company’s stockholders in the discretion of the Board in accordance with its fiduciary duties. Following a final determination by the Board with respect to the remaining non-cash assets, the Company would expect to make a final liquidating distribution and conclude the Dissolution period. In addition, subject to uncertainties inherent in the winding-down of the Company’s business, the Company may make one or more additional liquidating distributions prior to the conclusion of the Dissolution period after payment of, or provision for, outstanding claims in accordance with Delaware law. However, the Dissolution process and the payment of any distribution to stockholders involve substantial risks and uncertainties. Accordingly, it is not possible to predict the timing of the completion of the Dissolution, the timing of any further distributions to stockholders or the aggregate amount of any such distributions, and no assurance can be given that the distributions will equal or exceed the estimate of net assets presented in the Company’s Statement of Net Assets.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Except for the historical information contained herein, we wish to caution you that certain matters discussed in this report constitute forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including, without limitation, those risks and uncertainties discussed under the heading “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended July 31, 2015, as filed with the U.S. Securities and Exchange Commission (“SEC”) on October 27, 2015. The information discussed in this report should be read in conjunction with our Annual Report on Form 10-K and other reports we file from time to time with the SEC. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future results or otherwise. Forward-looking statements include statements regarding our 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.

Available Information

Sycamore Networks, Inc. (the “Company”) files annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K with the SEC. These reports, any amendments to these reports, proxy and information statements and certain other documents the Company files with the SEC are available through the SEC’s website at www.sec.gov or free of charge on the Company’s website as soon as reasonably practicable after the Company files the documents with the SEC. The public may also read and copy these reports and any other materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

Executive Summary

Prior to February 1, 2013, the Company developed and marketed Intelligent Bandwidth Management solutions for fixed line and mobile network operators worldwide and provided services associated with such products (the “Intelligent Bandwidth Management Business”), and, prior to November 1, 2012, the Company also developed and marketed a mobile broadband optimization solution (the “IQstream Business”). As used in Management’s Discussion and Analysis, “Sycamore,” “we,” “us,” or “our” refers collectively to the Company and its subsidiaries.

In11 conjunction with the approval of the Asset Sale Agreement, the Company’s Board of Directors (the “Board”) also approved the liquidation and dissolution of the Company (the “Dissolution”) pursuant to a Plan of Complete Liquidation and Dissolution (the “Plan of Dissolution”) following the completion of the Asset Sale. The Plan of Dissolution was also approved by the stockholders at the Special Meeting and, following a review of the Company’s

~~Table~~In conjunction with the approval of ~~Contents~~the Asset Sale Agreement, the Company’s Board of Directors (the “Board”) also approved the liquidation and dissolution of the Company (the “Dissolution”) pursuant to a Plan of Complete Liquidation and Dissolution (the “Plan of Dissolution”) following the completion of the Asset Sale. The Plan of Dissolution was also approved by the stockholders at the Special Meeting and, following a review of the Company’s strategic alternatives for all of the Company’s assets and available options for providing value to the Company’s stockholders, the Company filed a certificate of dissolution with the Secretary of State of the State of Delaware (the “Certificate of Dissolution”) on March 7, 2013. For additional information regarding the Dissolution, please see the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on December 28, 2012 and its Current Report on Form 8-K filed with the SEC on March 8, 2013.

~~strategic~~In ~~alternatives~~connection ~~for~~with ~~all~~the filing of the Certificate of Dissolution, on March 7, 2013, the Company’s ~~assets~~closed its stock transfer books and ~~available~~discontinued ~~options~~recording transfers ~~for~~of ~~providing~~its common stock, $0.001 par value toper share (the “Common Stock”). The Common Stock, and stock certificates evidencing shares of the Common Stock, are no longer assignable or transferable on the Company’s ~~stockholders~~books, ~~the~~other than transfers by will, intestate succession or operation of law. The Company ~~filed~~also submitted a ~~certificate~~request ofto ~~dissolution~~The ~~with~~NASDAQ ~~the Secretary~~Stock ofMarket ~~State~~(“NASDAQ”) to suspend trading of the ~~State~~Common ofStock ~~Delaware~~on ~~(the~~The ~~“Certificate~~NASDAQ Global Select Market effective as of ~~Dissolution”)~~the close of trading on March 7, 2013. ~~For~~and, ~~additional~~on ~~information~~March 15, ~~regarding~~2013, the ~~Dissolution,~~Company ~~please~~filed ~~see~~a Form 25 with the ~~Company’s~~SEC ~~Definitive~~to ~~Proxy~~delist ~~Statement~~its onCommon ~~Schedule~~Stock, ~~14A~~which ~~filed~~became ~~with~~ effective prior to the ~~SEC~~opening of trading on ~~December~~March 2825, ~~2012~~2013. ~~and~~Since ~~its~~the ~~Current~~suspension ~~Report~~of trading of the Common Stock on ~~Form~~The ~~8-K~~NASDAQ ~~filed~~Global Select Market, shares of our Common Stock held in street name with brokers have been trading in the ~~SEC~~over-the-counter market on ~~March 8~~the Pink Sheets, ~~2013~~an electronic bulletin board established for unlisted securities.

InAs ~~connection~~a ~~with~~result of the ~~filing~~completion of the ~~Certificate~~ ofAsset ~~Dissolution,~~Sale onand ~~March 7, 2013,~~ the Company’s ~~closed~~previously ~~its~~announced ~~stock~~halting ~~transfer books and discontinued recording transfers~~ of ~~its~~further ~~common~~development ~~stock,~~and ~~$0.001~~marketing ~~par~~in ~~value~~connection ~~per share (~~with the ~~“Common~~IQstream ~~Stock”). The Common Stock~~Business, ~~and stock certificates evidencing shares of~~ the ~~Common~~Company ~~Stock, are~~ no longer ~~assignable~~has orany ~~transferable~~operating onassets ~~the Company’s books, other than transfers by will, intestate succession~~ or ~~operation of law~~revenue. ~~The~~Since ~~Company also submitted a request to The NASDAQ Stock Market (“NASDAQ”) to suspend trading of~~ the ~~Common~~filing ~~Stock on The NASDAQ Global Select Market effective as~~ of the ~~close~~Certificate of ~~trading on March 7~~Dissolution, ~~2013 and, on March 15, 2013,~~ the Company ~~filed~~has abeen ~~Form~~operating 25in accordance with the ~~SEC~~Plan toof ~~delist its Common Stock~~Dissolution, which ~~became~~contemplates ~~effective~~an ~~prior~~orderly towind-down of the ~~opening~~Company’s ~~of trading on March 25~~business, ~~2013.~~including ~~Since~~ the ~~suspension~~sale ofor ~~trading~~monetization of the ~~Common~~Company’s ~~Stock~~remaining onnon-cash ~~The~~assets ~~NASDAQ~~and ~~Global~~the ~~Select~~satisfaction ~~Market,~~or ~~shares~~settlement of ~~our~~its ~~Common~~liabilities ~~Stock~~and ~~held~~obligations, inincluding ~~street~~contingent ~~name~~liabilities ~~with~~and ~~brokers~~claims. ~~have~~As of ~~been~~January 30, ~~trading~~2016, in the ~~over-the-counter~~Company ~~market~~had onone ~~the~~remaining ~~Pink Sheets, an electronic bulletin board established for unlisted securities~~employee.

AsDuring afiscal ~~result~~year of2014, the ~~completion~~ ofCompany completed the ~~Asset~~sale ~~Sale~~of ~~and~~its patent portfolios. On February 28, 2014, the Company’s ~~previously~~completed ~~announced~~the ~~halting~~sale of ~~further~~its ~~development~~portfolio of 40 patents and ~~marketing~~two inpatent ~~connection~~applications ~~with~~related to the ~~IQstream~~Intelligent Bandwidth Management Business, (the ~~Company~~“IBM noPatents”) ~~longer~~for ~~has~~$2.0 ~~any~~million ~~operating~~to ~~assets~~Dragon orIntellectual Property, ~~revenue~~LLC. ~~Since~~On May 22, 2014, the ~~filing~~Company ofcompleted the ~~Certificate~~ sale of ~~Dissolution,~~its ~~the~~portfolio ~~Company~~of ~~has~~three ~~been~~United ~~operating~~States inpatents, ~~accordance~~six ~~with~~United ~~the~~States ~~Plan~~patent ofapplications ~~Dissolution,~~and ~~which~~certain ~~contemplates~~foreign anpatents ~~orderly~~and ~~wind-down~~patent ofapplications related to the ~~Company’s~~IQstream ~~business~~Business (the “IQstream Patents”) for $0.3 million to Citrix Systems, ~~including~~Inc. Following the sale orof ~~monetization~~the ofIQstream Patents, the Company’s ~~remaining non-cash~~has ~~assets~~continued ~~and~~to pursue the ~~satisfaction~~sale ~~or settlement~~ of ~~its~~certain ~~liabilities~~technology and ~~obligations~~equipment relating to the IQstream Business; however, ~~including~~the Company ~~contingent~~does ~~liabilities~~not ~~and~~presently ~~claims.~~expect Asto ofreceive ~~October 31,~~any ~~2015,~~additional ~~the~~material ~~Company~~consideration ~~had~~for ~~one~~its remaining ~~employee~~IQstream assets.

~~During~~On ~~fiscal~~July 29, ~~year~~ 2014, the Company paid ~~completed~~a ~~the~~liquidating ~~sale~~cash ofdistribution ~~its~~to ~~patent~~stockholders ~~portfolios~~of $0.24 Onper ~~February 28,~~share ~~2014~~of Common Stock, ~~the~~or ~~Company~~$6.93 ~~completed~~million in the ~~sale~~aggregate. ofThe ~~its~~Board ~~portfolio of~~declared 40this ~~patents~~distribution ~~and~~after ~~two~~the ~~patent~~Delaware ~~applications~~Court ~~related~~of toChancery, ~~the~~on ~~Intelligent~~July 2, ~~Bandwidth~~2014, ~~Management~~granted ~~Business (~~the ~~“IBM~~Company’s petition ~~Patents”)~~ for ~~$2.0~~a ~~million~~determination tothat, ~~Dragon~~among ~~Intellectual~~other ~~Property~~things, ~~LLC.~~the Onamount ~~May 22,~~set ~~2014,~~forth in the ~~Company~~petition ~~completed~~to be retained by the ~~sale~~Company offor ~~its portfolio~~anticipated ofwind-down ~~three~~costs ~~United~~and ~~States~~expenses ~~patents,~~and ~~six~~for ~~United~~contingent ~~States~~and ~~patent~~unknown ~~applications~~liabilities and ~~certain~~other ~~foreign~~possible ~~patents~~charges and ~~patent~~expenses was ~~applications~~sufficient ~~related~~ to ~~the~~be ~~IQstream~~retained ~~Business~~pursuant ~~(the~~to ~~“IQstream~~Section ~~Patents”~~280(c) ~~for~~of ~~$0.3~~the ~~million~~General toCorporation ~~Citrix~~Law ~~Systems,~~of ~~Inc~~the State of Delaware.

~~Following~~In accordance with the ~~sale~~Purchase ofand Sale ~~the~~Agreement ~~IQstream~~by ~~Patents,~~and between the Company ~~has~~and ~~continued~~Princeton toTyngsborough ~~pursue~~Commons, ~~the~~LLC ~~sale~~(“Tyngsborough Commons”) dated October 10, 2014, and amended on each of ~~certain~~February 24, ~~technology~~2015, March 27, 2015, March 30, 2015, July 30, 2015, September 15, 2015, September 30, 2015 and ~~equipment~~October ~~relating~~9, to2015 (as amended, the ~~IQstream Business;~~“Purchase ~~however~~Agreement”), on December 4, 2015 the Company ~~does~~completed ~~not~~the ~~presently~~sale ~~expect~~of toapproximately ~~receive~~102 ~~any~~acres ~~additional~~of ~~material~~undeveloped ~~consideration~~land located in Tyngsborough, Massachusetts (the “Tyngsborough Land”) to Tyngsborough Commons for ~~its~~a ~~remaining~~total ~~IQstream~~purchase ~~assets~~price of $2.5 million. In accordance with the terms of the Purchase Agreement, all representations and warranties which survived the closing expired on February 29, 2016.

~~In accordance~~On ~~with~~March 26, ~~the~~2015, ~~Purchase~~Franklin ~~and~~Equities, ~~Sale~~LLC ~~Agreement by~~ and ~~between~~FE ~~the~~Potash ~~Company and Princeton Tyngsborough Commons~~100, LLC (~~“Tyngsborough~~together, ~~Commons~~the “Plaintiffs”) ~~dated October 10~~, ~~2014,~~abutters ~~and amended on each~~ of ~~February 24, 2015, March 27,~~the ~~2015, March 30,~~Tyngsborough ~~2015~~Land, ~~July 30,~~ ~~2015, September 15,~~filed ~~2015, September 30,~~a ~~2015~~complaint ~~and October 9, 2015~~ (~~as amended,~~ the “~~Purchase Agreement~~Complaint”), onin ~~December 4,~~the ~~2015~~Land ~~the~~Court ~~Company~~Department ~~completed~~of the ~~sale~~Trial Court of ~~approximately~~ ~~102~~the ~~acres~~Commonwealth of ~~undeveloped~~Massachusetts ~~land~~against ~~located~~the inCompany ~~Tyngsborough~~and Charles McAnsin Associates, ~~Massachusetts~~A Limited Partnership (the “Tyngsborough ~~Land~~ Litigation”) ~~to Tyngsborough Commons for a total purchase price of $2~~.5 ~~million.~~In ~~Certain~~connection ~~representations~~with ~~and warranties under~~ the ~~Purchase Agreement will survive the~~ closing ~~until~~of ~~February 29, 2016. Pursuant to~~ the ~~Purchase~~sale ~~Agreement,~~of ~~under no circumstances will~~ the ~~Company be liable to~~ Tyngsborough ~~Commons~~Land ~~for~~on ~~more~~December ~~than~~4, ~~$75~~2015,~~000~~ ina ~~the~~Settlement ~~aggregate~~Agreement ~~for~~with ~~any~~respect ~~breaches~~to ofthe ~~such representations~~Tyngsborough Litigation and ~~warranties~~certain orother ~~obligations.~~ litigation

On12 March 26, 2015, Franklin Equities, LLC and FE Potash 100, LLC (together, the “Plaintiffs”), abutters of the Tyngsborough Land, filed a complaint (the “Complaint”) in the Land Court Department of the Trial Court of the Commonwealth of Massachusetts against the Company and Charles McAnsin Associates, A Limited Partnership (the “Tyngsborough Litigation”). In connection with the closing of the sale of the Tyngsborough Land on December 4, 2015, a Settlement Agreement with respect to the Tyngsborough Litigation and certain other litigation to which the Company was not a party (the “Settlement Agreement”) was consummated, in connection with which settlement funds were disbursed to the Plaintiffs, a stipulation of dismissal was filed in the Land Court Department of the Trial Court of the Commonwealth of Massachusetts and the termination of a Reciprocal Easement Agreement, dated as of November 23, 1998, by and between predecessors-in-title of the Plaintiffs and the Company as owners of certain real property (including, in the case of the Company and its predecessor-in-title, several lots constituting the Tyngsborough Land) (the “Reciprocal Easement Agreement”) and a new easement agreement between the Company and the Plaintiffs, pursuant to which each party granted the other certain rights of use and access with respect to the Tyngsborough Land (the “New Easement Agreement”), were recorded with the Middlesex North Registry of Deeds in Middlesex County, Massachusetts. For additional information concerning this matter, see “Part II, Item 1, Legal Proceedings.”

~~Table~~ to which the Company was not a party (the “Settlement Agreement”) was consummated, in connection with which settlement funds were disbursed to the Plaintiffs, a stipulation of ~~Contents~~dismissal was filed in the Land Court Department of the Trial Court of the Commonwealth of Massachusetts and the termination of a Reciprocal Easement Agreement, dated as of November 23, 1998, by and between predecessors-in-title of the Plaintiffs and the Company as owners of certain real property (including, in the case of the Company and its predecessor-in-title, several lots constituting the Tyngsborough Land) (the “Reciprocal Easement Agreement”) and a new easement agreement between the Company and the Plaintiffs, pursuant to which each party granted the other certain rights of use and access with respect to the Tyngsborough Land (the “New Easement Agreement”), were recorded with the Middlesex North Registry of Deeds in Middlesex County, Massachusetts. For additional information concerning this matter, see “Part II, Item 1, Legal Proceedings.”

The Company is continuing to pursue the ~~sale~~liquidation to cash of its remaining non-cash assets, which, following the sale of the Tyngsborough Land, primarily consist of the Company’s investment in Tejas Networks India Private Limited, a private company in India that provides optical transport solutions to telecommunications carriers (“Tejas”). In July 2000, the Company made an investment of $2.2 million in Tejas, and the Company currently owns approximately 5% of the outstanding equity interests in Tejas. The Company is currently ~~evaluating its available options with respect to its investment in Tejas. The Company currently~~ believes that while it may be possible to realize some value with respect to its investment in Tejas~~; however~~, ~~the~~any ~~possible~~present ~~receipt~~sale of ~~any~~the ~~such~~Company’s ~~potential~~Tejas ~~value~~shares iswould be subject to ~~substantial~~a ~~risks~~discount ~~and~~due ~~uncertainties~~to ~~which~~the ~~are~~currently illiquid ~~outside~~market offor the ~~Company’s~~ ~~control~~Tejas shares, ~~including~~among ~~certain~~other ~~obligations~~factors. ~~between~~As ~~the~~a ~~stockholders~~result, and following consideration of ~~Tejas,~~potential ~~and~~options that might arise with respect to the Company’s ~~has~~Tejas investment, the Board determined that itadditional ~~cannot~~time ~~reasonably~~would ~~provide~~be anuseful to ~~estimate~~further ofevaluate ~~the~~whether ~~net~~any ~~realizable~~potential value ofthat ~~its~~might be realizable from the Tejas investment atwould ~~this~~exceed ~~time.~~the ~~Accordingly,~~additional ~~the Company~~costs ~~has~~that ~~assigned~~would nobe ~~value~~anticipated to ~~Tejas~~be ~~for~~incurred ~~the~~as ~~purposes~~a result of extending the Company’s ~~Statement~~Dissolution ofperiod. Accordingly, ~~Net~~on ~~Assets~~February 12, ~~and~~2016, ~~there~~the ~~can~~Company befiled noa ~~assurance~~petition as(the to“Petition”) ~~when,~~in ifthe ~~ever,~~Delaware Court of Chancery (the ~~Company~~“Court ~~will~~of beChancery”) ~~able~~requesting toan ~~realize~~extension ~~any~~in ~~value~~accordance with ~~respect~~the toDGCL ~~its~~of ~~investment~~up into ~~Tejas,~~an ~~which~~additional two ~~may~~years ~~delay~~of the ~~completion~~Company’s ofwind down period, or such shorter period as the ~~Dissolution~~Board ~~and~~deems ~~related~~necessary, ~~distributions~~to make a final determination with respect to ~~its~~the ~~stockholders~~Company’s Tejas investment.

OnAlthough ~~July 29,~~the ~~2014,~~Board ~~the~~believes ~~Company~~that ~~paid~~it amay ~~liquidating~~be ~~cash distribution~~possible to ~~stockholders~~realize ofsome ~~$0.24~~value ~~per~~with ~~share~~respect ofto ~~Common~~its ~~Stock~~investment in Tejas, orsuch ~~$6.93~~potential ~~million~~value inis ~~the~~presently ~~aggregate.~~uncertain and ~~The~~subject ~~Board~~to ~~declared~~substantial ~~this~~risks ~~distribution~~and ~~after~~uncertainties ~~the~~that ~~Delaware~~are ~~Court~~outside of ~~Chancery~~Sycamore’s control, onincluding ~~July 2,~~risks ~~2014,~~and ~~granted~~uncertainties ~~the~~that ~~Company’s~~arise ~~petition~~from ~~for~~or ~~a determination~~relate ~~that,~~to ~~among~~certain ~~other~~agreements ~~things,~~and obligations among the ~~amount~~shareholders ~~set~~of ~~forth~~Tejas. inAs ~~the~~a ~~petition~~result, tothe beBoard has ~~retained~~determined bythat ~~the~~it ~~Company~~cannot ~~for~~reasonably ~~anticipated~~provide ~~wind-down~~an ~~costs~~estimate ~~and~~of ~~expenses~~the ~~and~~net ~~for~~realizable ~~contingent~~value ~~and~~of ~~unknown~~its ~~liabilities~~Tejas ~~and~~investment ~~other~~at ~~possible~~this ~~charges~~time, and ~~expenses~~Sycamore ishas ~~sufficient to~~assigned beno ~~retained~~value ~~pursuant~~ to ~~Section 280(c)~~the ofTejas ~~the~~shares ~~General~~for ~~Corporation~~the ~~Law~~purposes of ~~the~~its ~~State~~Statement of ~~Delaware~~Net Assets. InThe ~~accordance~~Company ~~with~~cannot provide ~~the~~any ~~petition,~~assurance ~~any~~as ~~portion~~to ofwhen, ~~the~~if ~~retained~~ever, ~~amount~~the ~~that~~Company iswill ~~not~~be ~~required~~able to ~~cover~~realize ~~wind-down~~any ~~costs,~~value ~~charges,~~from ~~expenses~~its investment in Tejas, or ~~liabilities~~ ~~may~~that bethe ~~distributed~~amount ~~from~~realized ~~time~~will toequal ~~time~~or toexceed the ~~Company’s~~amount ~~stockholders~~expected into ~~the~~be ~~discretion~~incurred ofas ~~the~~a ~~Board~~result inof ~~accordance~~the ~~with~~extension ~~its~~of ~~fiduciary~~the Dissolution ~~duties~~period.

~~Under~~On ~~the~~February 25, ~~Delaware~~2016, ~~General~~the ~~Corporation~~Court ~~Law,~~of ~~the~~Chancery ~~Dissolution~~entered ~~period~~an ~~and~~order ~~the~~extending ~~Company~~Sycamore’s corporate existence ~~will~~for ~~continue~~an ~~until~~additional period atof ~~least~~up ~~March 7,~~to ~~2016, three~~two years, ~~from~~ending ~~the~~on ~~filing~~March of7, ~~the Certificate of Dissolution~~2018, or such ~~longer~~shorter period as the ~~Court~~Board ofdeems ~~Chancery~~necessary, ~~directs~~ to, ~~among~~make ~~other~~a ~~things,~~final ~~enable~~determination ~~the~~with ~~Company~~respect to ~~dispose~~the ~~and~~Company’s ~~convey~~remaining ~~its~~non-cash ~~properties~~assets, ~~discharge~~and ~~its~~affirming ~~liabilities~~that ~~and~~approximately ~~distribute~~$3.54 tomillion ~~its~~is ~~stockholders~~sufficient ~~any~~to ~~remaining~~be ~~assets.~~retained ~~Until~~for ~~the~~anticipated ~~completion~~wind ofdown ~~the~~costs ~~Dissolution~~and expenses, ~~the~~of ~~Company~~which ~~will~~any ~~continue~~portion tothat ~~pursue~~is ~~the~~not ~~liquidation~~required to ~~cash~~cover ofsuch ~~its~~wind ~~remaining~~down ~~non-cash~~costs ~~assets~~and ~~for~~expenses ~~possible~~may ~~distribution~~be distributed from time to ~~our~~time ~~stockholders.~~to ~~There~~the ~~can~~Company’s bestockholders noin ~~assurance~~the asdiscretion toof the ~~amount~~Board ofin ~~consideration~~accordance ~~the~~with ~~Company~~its ~~may~~fiduciary beduties. ~~able~~Following toa ~~obtain~~final ~~for~~determination ~~these~~by ~~assets~~the orBoard aswith respect to ~~any~~the ~~time~~remaining ~~frame~~non-cash ~~within~~assets, ~~which~~the aCompany ~~potential~~would ~~sale~~expect orto ~~other~~make ~~disposition~~a offinal ~~these~~liquidating ~~assets~~distribution ~~might~~and ~~occur~~conclude the Dissolution period. ~~Subject~~In addition, subject to uncertainties inherent in the winding-down of the Company’s business, the Company may make one or more additional liquidating distributions ~~following~~prior ~~the liquidation~~ to ~~cash~~the conclusion of ~~our~~the ~~remaining~~Dissolution ~~non-cash~~period ~~assets and~~ after payment of, or provision for, outstanding claims in accordance with Delaware law. However, the Dissolution process and the payment of any distribution to stockholders involve substantial risks and uncertainties. Accordingly, it is not possible to predict the timing of the completion of the Dissolution, the timing of any further distributions to stockholders or the aggregate amount of any such distributions, and no assurance can be given that the distributions will equal or exceed ~~our~~the estimate of net assets presented in the Company’s Statement of Net Assets. The Company will continue to analyze its estimates of liquidation expenses on an ongoing basis, and determine whether further distributions of assets to its stockholders are appropriate at such times.

Net Assets in Liquidation and Changes in Net Assets

Net assets in liquidation were $9.13 million and $10.08 million as of ~~October~~January 3130, ~~2015~~2016 and July 31, 2015., respectively.

~~For~~13 the three months ended October 31, 2015, the Company did not make any adjustments to its estimate of the realizable value of assets or its estimated settlement of liabilities and there was no change in net assets for the three months ended October 31, 2015.

During the ~~remainder~~three ofand ~~the~~six ~~Dissolution~~months ~~period~~ended January 30, 2016, the Company ~~will~~adjusted ~~continue~~its toestimated ~~pursue~~settlement amounts ~~the~~of ~~liquidation~~liabilities, resulting in a net decrease to ~~cash~~net assets of ~~our~~$0.95 ~~remaining~~million. ~~non-cash~~The ~~assets~~adjustments ~~for~~were ~~possible distribution~~primarily related to ~~our~~the ~~stockholders.~~increase ~~There~~in ~~can~~the bereserve nofor ~~assurance~~estimated costs of $1.44 million as a result of the extension of the Dissolution period by up to two additional years, offset in part by a decrease in the ~~amount~~Company’s previously reserved estimated costs the Dissolution period of $0.44 million and a decrease in accrued expenses of $0.05 million.

13The increase of $1.44 million as a result of the extension of the Dissolution period presumes a final dissolution date of March 7, 2018, and is comprised of estimated compensation and consulting costs of $0.45 million, other expenses associated with wind down activities of $0.38 million, insurance of $0.31 million and professional fees of $0.30 million. The decrease in the Company’s previously reserved estimated costs during the Dissolution period relates to estimated costs for the period through March 7, 2016, and is comprised of other expenses associated with wind down activities of $0.35 million, compensation and consulting costs of $0.05 million and professional fees of $0.04 million. The decrease in other expenses associated with wind down activities for the period through March 7, 2016 is primarily related to the expiration of the statute of limitations relating to potential tax liabilities in certain state jurisdictions. The decrease in compensation and consulting costs and professional fees for the period through March 7, 2016 is primarily related to a determination that those expenditures are no longer expected to be incurred.

~~Table~~Based on our current best estimate of ~~Contents~~the realizable value of the Company’s remaining assets relating to the IQstream Business, we have assigned a value of $0 to these assets for purposes of the Statement of Net Assets. In addition, although the Board believes that it may be possible to realize some value with respect to its investment in Tejas, such potential value is presently uncertain and subject to substantial risks and uncertainties that are outside of Sycamore’s control, including risks and uncertainties that arise from or relate to certain agreements and obligations among the shareholders of Tejas. As a result, the Board has determined that it cannot reasonably provide an estimate of the net realizable value of its Tejas investment at this time, and Sycamore has assigned no value to the Tejas shares for the purposes of its Statement of Net Assets.

ofOn ~~consideration~~February 25, 2016, the ~~Company~~Court ~~may~~of beChancery ~~able~~entered toan ~~obtain~~order extending Sycamore’s corporate existence for ~~these~~an ~~assets~~additional period of up to two years, ending on March 7, 2018, or such shorter period as the Board deems necessary, to make a final determination with respect to the Company’s remaining non-cash assets, and affirming that approximately $3.54 million is sufficient to be retained for anticipated wind down costs and expenses, of which any portion that is not required to cover such wind down costs and expenses may be distributed from time ~~frame~~to ~~within~~time ~~which~~to athe ~~potential~~Company’s ~~sale~~stockholders orin ~~other~~the ~~disposition~~discretion of ~~these~~the Board in accordance with its fiduciary duties. Following a final determination by the Board with respect to the remaining non-cash assets, ~~might~~the ~~occur~~Company would expect to make a final liquidating distribution and conclude the Dissolution period. ~~Subject~~In addition, subject to uncertainties inherent in the winding-down up of the Company’s business, wethe Company may make one or more additional liquidating distributions ~~following~~prior ~~the liquidation~~ to ~~cash~~the conclusion of ~~our~~the ~~non-cash~~Dissolution ~~assets~~period ~~and~~ after payment of, or provision for, outstanding claims in accordance with Delaware law. However, the Dissolution process and the payment of any distribution to stockholders involve substantial risks and uncertainties. Accordingly, it is not possible to predict the timing of the completion of the Dissolution, the timing of any further distributions to stockholders or the aggregate amount of any such distributions, and no assurance can be given that ~~such~~the distributions, ~~if made,~~ will equal or exceed the estimate of net assets presented in the Company’s Statement of Net Assets.

Critical Accounting Policies and Estimates

Preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Management believes the most complex and sensitive judgments, because of their significance to the financial statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain. Management’s Discussion and Analysis in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2015 describes the significant accounting estimates and policies used in the preparation of the financial statements. Actual results in these areas could differ from management’s estimates. There have been no significant changes in the Company’s critical accounting policies during the first ~~three~~six months of fiscal 2016.

Liquidity and Capital Resources

Total cash and cash equivalents were $1012.8162 million as of ~~October~~January 3130, ~~2015~~2016, compared to $10.94 million as of July 31, 2015.

Cash and cash equivalents ~~decreased~~increased by $01.1381 million during the three months ended ~~October~~January 3130, ~~2015~~2016. During the three months ended ~~October~~January 3130, ~~2015~~2016, the Company ~~paid~~received $2.5 million from the sale of the Tyngsborough Land. During that same period, the Company paid $0.1369 million in costs related to the Plan of Dissolution.

~~During~~14 the remainder of the Dissolution period, the Company will continue to pursue the liquidation to cash of our remaining non-cash assets for possible distribution to our stockholders. There can be no assurance as to the amount of consideration, if any, the Company may be able to obtain for these assets or as to any time frame within which a potential sale or other disposition of these assets might occur.

~~Commitments~~Cash and cash equivalents increased by $1.68 million during the six months ended January 30, 2016. During ~~Contractual~~the ~~Obligations~~six ~~and~~months ~~Off-Balance~~ended ~~Sheet~~January 30, ~~Arrangements~~2016, the Company received $2.5 million from the sale of the Tyngsborough Land. During that same period, the Company paid $0.82 million in costs related to the Plan of Dissolution.

~~The~~On February 25, 2016, the Court of Chancery entered an order extending Sycamore’s corporate existence for an additional period of up to two years, ending on March 7, 2018, or such shorter period as the Board deems necessary, to make a final determination with respect to the Company’s ~~has~~remaining nonon-cash ~~material~~assets, ~~operating~~and ~~leases~~affirming that approximately $3.54 million is sufficient to be retained for anticipated wind down costs and expenses, of which any portion that is not required to cover such wind down costs and expenses may be distributed from time to time to the Company’s stockholders in the discretion of the Board in accordance with its fiduciary duties. Following a final determination by the Board with respect to the remaining non-cash assets, the Company would expect to make a final liquidating distribution and conclude the Dissolution period. In addition, subject to uncertainties inherent in the winding-down of the Company’s business, the Company may make one or ~~inventory~~more additional liquidating distributions prior to the conclusion of the Dissolution period after payment of, or ~~other~~provision ~~purchase~~for, ~~commitments~~outstanding claims in accordance with Delaware law. However, the Dissolution process and the payment of any distribution to stockholders involve substantial risks and uncertainties. Accordingly, it is not possible to predict the timing of the completion of the Dissolution, the timing of any further distributions to stockholders or the aggregate amount of any such distributions, and no assurance can be given that the distributions will equal or exceed the estimate of net assets presented in the Company’s Statement of Net Assets.

Our primary source of liquidity comes from our cash and cash equivalents. We believe that our cash and cash equivalents will be sufficient to satisfy our anticipated cash requirements through the end of the Dissolution period. However, the Dissolution process involves substantial risks and uncertainties. Accordingly, the actual amount of cash remaining for distribution to stockholders following completion of the Dissolution could vary significantly from current estimates, and such risks and uncertainties could result in no excess cash available for distribution.

Commitments, Contractual Obligations and Off-Balance Sheet Arrangements

The Company has no material operating leases or inventory or other purchase commitments.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

1415

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures. Our President and our Principal Financial Officer and Treasurer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of ~~October~~January 3130, ~~2015~~2016. Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported on a timely basis and that such information is accumulated and communicated to our President and our Principal Financial Officer and Treasurer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our President and our Principal Financial Officer and Treasurer concluded that these disclosure controls and procedures are effective and designed to ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the requisite time periods.

Limitations on Effectiveness of Controls. Our President and our Principal Financial Officer and Treasurer have concluded that our disclosure controls and procedures and internal controls provide reasonable assurance that the objectives of our control system are met. However, our President and our Principal Financial Officer and Treasurer do not expect that the disclosure controls and procedures or internal controls will prevent all error and/or fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, errors and instances of fraud, if any, within the company have been or will be detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurances that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.

Changes in Internal Control over Financial Reporting. During the quarter ended ~~October~~January 3130, ~~2015~~2016, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

1516

Part II. Other Information

Item 1. Legal Proceedings

•

On March 26, 2015, the Plaintiffs filed the Complaint in the Land Court Department of the Trial Court of the Commonwealth of Massachusetts against the Company and Charles McAnsin Associates, A Limited Partnership. The Complaint asserted that pursuant to a Reciprocal Easement Agreement, the parties thereto agreed to give each other easements for vehicular access over a certain road. The Complaint further asserted that by an amendment to the Reciprocal Easement Agreement, dated as of October 30, 2000, the parties removed all but one lot owned by the Company’s predecessor-in-title from within the purview of the Reciprocal Easement Agreement, and that consequently the Company had the right to the use of only a portion of the road and with respect to the single lot only.

The Complaint stated a claim to quiet title, and sought relief in the form of: (1) a declaration that the Company has the right as appurtenant to the single lot to use the road for access to that lot; (2) a declaration that the Company has no appurtenant right to use the disputed section of the road for any purpose; (3) a declaration that the Company’s only right to use the disputed section of the road is the right appurtenant to the single lot; (4) a declaration that a development proposed on the Tyngsborough ~~Land~~ Land would not have access over the disputed section of the road; and (5) an award of the Plaintiffs’ costs. On April 16, 2015, the Company filed a special motion to dismiss the Complaint. On May 8, 2015, the Land Court Department of ~~the~~ the Trial Court of the Commonwealth of Massachusetts heard oral argument on the motion to dismiss and, after argument, took the matter under advisement.

On October 5, 2015, the Company, Tyngsborough Commons, the Plaintiffs and certain other parties named therein entered into the Settlement Agreement providing for, among other things: (i) the filing of a motion to stay the Tyngsborough Litigation upon the parties’ entry into the Settlement Agreement; and (ii) in connection with the closing of the sale of the Tyngsborough Land to Tyngsborough Commons (or its permitted assigns), (A) the filing of a stipulation of dismissal, with prejudice, of the Tyngsborough Litigation, upon the payment by the Company and Tyngsborough Commons to the Plaintiffs of an aggregate amount of $125,000 (the Company and Tyngsborough Commons separately agreed that the Company is only required to pay $50,000 of such settlement amount), (B) the termination of the Reciprocal Easement Agreement and (C) the entry into the New Easement Agreement. In connection with the closing of the sale of the Tyngsborough Land on December 4, 2015, the Settlement Agreement was consummated, in connection with which settlement funds were disbursed to the Plaintiffs, a stipulation of dismissal was filed in the Land Court Department of the Trial Court of the Commonwealth of Massachusetts and the termination of the Reciprocal Easement Agreement and the New Easement Agreement were recorded with the Middlesex North Registry of Deeds in Middlesex County, Massachusetts.

• ~~The~~On February 12, 2016, the Company filed the Petition in the Court of Chancery, requesting an extension in accordance with the DGCL of up to an additional two years of the Company’s ~~401(k)~~wind ~~plan~~down isperiod, ~~currently~~or such shorter period as the ~~subject~~Board ofdeems necessary, to make a ~~scheduled~~final ~~investigation~~determination bywith respect to the UCompany’s Tejas investment.S. ~~Department~~On February 25, 2016, the Court of ~~Labor.~~Chancery ~~The~~entered ~~Company~~an ~~has~~order ~~been~~extending ~~cooperating~~Sycamore’s ~~with~~corporate existence for an additional period of up to two years, ending on March 7, 2018, or such shorter period as the Board deems necessary, and affirming that approximately $3.54 million is insufficient ~~the~~to ~~process~~be ofretained ~~providing~~for ~~the~~anticipated ~~information~~wind ~~requested~~down bycosts and expenses, of which any portion that is not required to cover such wind down costs and expenses may be distributed from time to time to the ~~U.S.~~Company’s ~~Department~~stockholders in the discretion of ~~Labor~~the Board in accordance with its fiduciary duties.

Item 1A. Risk Factors

Set forth below and elsewhere in this Quarterly Report on Form 10-Q and in other documents we file with the SEC are descriptions of the risks and uncertainties that could cause our actual results to differ materially from the results contemplated by the forward looking statements contained in this Annual Report on Form 10-Q. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended July 31, 2015, as filed with the SEC on October 27, 2015 ~~(our “Annual Report on Form 10-K”)~~. ~~There have been no material changes to our risk factors from those previously disclosed in our Annual Report on Form 10-K.~~ Additional risks and uncertainties, including risks and uncertainties not presently known to us, or ~~that~~ that we currently deem immaterial, could also have an adverse effect on our business, financial condition and/or results of operations.

~~Item~~17 ~~2. Unregistered Sales of Equity Securities and Use of Proceeds~~

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller Reporting Company

16We cannot predict the timing of the completion of the Dissolution or the timing, amount or nature of any future distributions to our stockholders.

~~Table~~On February 25, 2016, the Court of ~~Contents~~Chancery entered an order extending Sycamore’s corporate existence for an additional period of up to two years, ending on March 7, 2018, or such shorter period as the Board deems necessary, and affirming that approximately $3.54 million is sufficient to be retained for anticipated wind down costs and expenses, of which any portion that is not required to cover such wind down costs and expenses may be distributed from time to time to the Company’s stockholders in the discretion of the Board in accordance with its fiduciary duties. No assurances can be made as to the ultimate amounts to be distributed, if any, or the timing of any liquidating distributions, the amount of which is subject to our covering wind-down costs, charges, expenses and liabilities, as well as our ability to dispose of the Company’s remaining non-cash assets within the two-year extension period.

The completion of the Dissolution and any final liquidating distributions could also be delayed or diminished due to other factors, including, without limitation:

•

if we are unable to liquidate our investment in Tejas, or such liquidation takes longer than expected;

•

if we are unable to resolve the pending investigation by the U.S. Department of Labor of our 401(k) plan, or such resolution takes longer than expected;

•

if we become a party to any additional lawsuits or other claims asserted by or against us, including any claims or litigation arising in connection with our decision to continue to pursue the Dissolution;

•

if we are unable to resolve any pending or new claims or investigations with creditors or third parties, or if such resolutions take longer than expected; or

•

if we are unable to reduce our public company reporting requirements under the Exchange Act during the Dissolution period.

Any of the foregoing could delay the completion of the Dissolution, or could delay the distribution of or substantially diminish, or eliminate, the amount available for future distribution to our stockholders. As a result of these factors, we may retain for distribution at a later date some or all of the estimated amounts that we expect to distribute to our stockholders as part of the liquidation process.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The Company has not: (1) publicly announced any programs to repurchase, or repurchased, any shares of Common Stock; or (2) sold, within the last three years, Company securities that were not registered under the Securities Act of 1933, as amended.

Item 6. Exhibits

Exhibits:

(a) List of Exhibits

Number		Exhibit Description
2.1		Plan of Complete Liquidation and Dissolution adopted by the Board of Directors of Sycamore Networks, Inc. on October 22, 2012 (6)
3.1		Amended and Restated Certificate of Incorporation of the Company (1)
3.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (1)
3.3		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (2)
3.4		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (4)
3.5		Amended and Restated By-Laws of the Company (3)
4.1		Specimen common stock certificate (5)
4.2		See Exhibits 3.1, 3.2, 3.3, 3.4 and 3.5 for provisions of the Certificate of Incorporation and By-Laws of the Registrant defining the rights of holders of common stock of the Company (1)(2)(3)(4)
4.3		Certificate of Dissolution, as filed by Sycamore Networks, Inc. with the Secretary of State of the State of Delaware on March 7, 2013 (7)
10.1		Purchase and Sale Agreement, dated October 10, 2014, by and between Sycamore Networks, Inc. and Princeton Tyngsborough Commons LLC (8)
10.2		~~Services~~First ~~Consulting~~Amendment to Purchase and Sale Agreement, dated ~~December~~as 4of February 24, ~~2014~~2015, by and between Sycamore Networks, Inc. and ~~Anthony~~Princeton ~~Petrillo~~Tyngsborough Commons LLC (9)
10.3		~~First~~Second Amendment to Purchase and Sale Agreement, dated as of ~~February~~March 2427, 2015, by and between Sycamore Networks, Inc. and Princeton Tyngsborough Commons LLC (10)
10.4		~~Second~~Third Amendment to Purchase and Sale Agreement, dated as of March 2730, 2015, by and between Sycamore Networks, Inc. and Princeton Tyngsborough Commons LLC (1110)
10.5		~~Third~~Fourth Amendment to Purchase and Sale Agreement, dated as of ~~March~~July 30, 2015, by and between Sycamore Networks, Inc. and Princeton Tyngsborough Commons LLC (11)
10.6		~~Fourth~~Fifth Amendment to Purchase and Sale Agreement, dated as of ~~July~~September 3015, 2015, by and between Sycamore Networks, Inc. and Princeton Tyngsborough Commons LLC (12)
10.7		~~Fifth~~Sixth Amendment to Purchase and Sale Agreement, dated as of September 1530, 2015, by and between Sycamore Networks, Inc. and Princeton Tyngsborough Commons LLC (13)
10.8		~~Sixth~~Settlement ~~Amendment~~Agreement, todated ~~Purchase~~October ~~and~~5, ~~Sale Agreement~~2015, ~~dated~~by asand ofamong ~~September~~Franklin 30Equities, ~~2015~~LLC, byFE ~~and~~Potash ~~between~~100, LLC, Sycamore Networks, Inc. and Princeton ~~Tyngsborough~~Tyngsboro Commons LLC, and, with respect to Sections 2–4, and 7–15 and beneficially as to Section 5 only, Potash Properties, LLC (14)
10.9		~~Settlement~~Seventh Amendment to Purchase and Sale Agreement, dated as of October 59, 2015, by and ~~among~~between ~~Franklin Equities, LLC, FE Potash 100, LLC,~~ Sycamore Networks, Inc. and Princeton ~~Tyngsboro~~Tyngsborough Commons LLC, ~~and, with respect to Sections 2–4, and 7–15 and beneficially as to Section 5 only, Potash Properties, LLC~~ (15)
10.10		Seventh Amendment to Purchase and Sale Agreement, dated as of October 9, 2015, by and between Sycamore Networks, Inc. and Princeton Tyngsborough Commons LLC (16)
31.1		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase

1719


Number		Exhibit Description

32.2		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase

101.DEF		XBRL Taxonomy Extension Definition Linkbase

101.LAB		XBRL Taxonomy Extension Label Linkbase

101.PRE		XBRL Taxonomy Extension Presentation Linkbase

(1)	Incorporated by reference to Sycamore Networks, Inc.’s Registration Statement on Form S-1 (Registration Statement No. 333-30630) filed with the Securities and Exchange Commission on February 17, 2000.

(2)	Incorporated by reference to Sycamore Networks, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended January 27, 2001 filed with the Securities and Exchange Commission on March 13, 2001.

(3)	Incorporated by reference to Sycamore Networks, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended October 27, 2007 filed with the Securities and Exchange Commission on November 28, 2007.

(4)	Incorporated by reference to Sycamore Networks, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 21, 2009.

(5)	Incorporated by reference to Sycamore Networks, Inc.’s Annual Report on Form 10-K for the fiscal year ended July 31, 2010 filed with the Securities and Exchange Commission on September 24, 2010.

(6)	Incorporated by reference to Sycamore Networks, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended October 27, 2012 filed with the Securities and Exchange Commission on November 29, 2012.

(7)	Incorporated by reference to Sycamore Networks, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 8, 2013.

(8)	Incorporated by reference to Sycamore Networks, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 17, 2014.

(9) Incorporated by reference to Sycamore Networks, Inc.’s ~~Quarterly~~Current Report on Form 108-QK ~~for the quarterly period ended October 25, 2014~~ filed with the Securities and Exchange Commission on ~~December~~February 426, ~~2014~~2015.

(10) Incorporated by reference to Sycamore Networks, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on ~~February~~April 261, 2015.

(11) Incorporated by reference to Sycamore Networks, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on ~~April~~August 14, 2015.

(12) Incorporated by reference to Sycamore Networks, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on ~~August~~September 417, 2015.

(13) Incorporated by reference to Sycamore Networks, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on ~~September~~October 175, 2015.

(14) Incorporated by reference to Sycamore Networks, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 59, 2015.

(15)	Incorporated by reference to Sycamore Networks, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 9, 2015.

~~(16)~~20 ~~Incorporated by reference to Sycamore Networks, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 9, 2015.~~

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.

Sycamore Networks, Inc.

/s/ Anthony J. Petrillo

Anthony J. Petrillo

Principal Financial Officer and Treasurer

(Duly Authorized Officer and Principal

Financial and Accounting Officer)

Dated: ~~December~~March 1011, ~~2015~~2016

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