UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the~~

of the Securities Exchange Act of 1934

November 221, 2016

Date of Report (Date of earliest event reported)

SYCAMORE NETWORKS, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-27273

04-3410558

(State or other jurisdiction

of incorporation)

(Commission

file number)

(IRS Employer

Identification No.)

300 Brickstone Square, Suite 201

Andover, MA 01810

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (978) 662-5245

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

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

☐

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

☐

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

☐

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

Item 58.0201: ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

InFinal ~~connection~~Liquidating ~~with~~Distribution the completion of the liquidation and dissolution of Sycamore Networks, Inc. (the “Company”), as further described below, and by letters to the Company’s board of directors (the “Board”) dated November 2, 2016, each of David Guerrera, the Company’s Principal Executive Officer, President and Secretary and a director of the Company; Anthony Petrillo, the Company’s Principal Financial Officer and Treasurer; and Alan R. Cormier and Daniel E. Smith, each a director of the Company, resigned from their respective positions with the Company effective as of the close of business on November 23, 2016, in each case, contingent upon the successful completion of the winding up of the Company’s affairs at or prior to such time.

~~Item~~On 8November 21, 2016, Sycamore Networks, Inc.~~01:~~ ~~Other~~(the ~~Events~~“Company”) paid the previously reported final liquidating distribution of $0.2261 in cash per share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), or approximately $6,530,214 in the aggregate, to holders of record of Common Stock as of November 12, 2016 (“Record Stockholders”) in complete cancellation of all of the outstanding shares of Common Stock. A copy of the letter sent by the Company to the Record Stockholders in connection with the final liquidating distribution is filed as Exhibit 99.1 hereto.

~~As previously~~Cessation ~~reported, the Company filed a certificate~~ of ~~dissolution~~Corporate ~~with~~Existence the Secretary of State of the State of Delaware on March 7, 2013. On February 25, 2016, the Delaware Court of Chancery granted the Company’s petition to extend the Company’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, in order to permit the Company to make a final determination with respect to the Company’s remaining non-cash assets, which primarily consisted of the Company’s investment in Tejas Networks Limited, an Indian private company (“Tejas”).

~~Also as~~ As previously reported, ~~on August 2, 2016,~~ the Company ~~completed~~filed ~~the~~a ~~sale~~certificate of ~~all~~dissolution ofwith ~~its~~the ~~equity~~Secretary ~~shares~~ of ~~Tejas~~State toof ~~Samena Spectrum Co, a company incorporated under~~ the ~~laws~~State of ~~Mauritius,~~Delaware ~~pursuant~~on toMarch 7, a2013. ~~Share~~On ~~Purchase Agreement dated as of August~~February 225, 2016, (the ~~“Share~~Delaware ~~Purchase~~Court ~~Agreement”) for an aggregate purchase price~~ of ~~$3.5~~Chancery ~~million.~~granted ~~Pursuant to~~ the ~~Share~~Company’s ~~Purchase Agreement,~~petition ~~certain~~to of extend the Company’s ~~representations~~corporate ~~and~~existence ~~warranties~~for ~~survived~~an ~~the~~additional ~~closing~~period ~~until the earlier~~ of ~~January 30,~~up ~~2017~~to ~~or,~~two ~~if the Board~~years, ending on ~~or after November~~March 17, ~~2016~~2018, ~~adopts~~or asuch ~~resolution~~shorter ~~authorizing~~period ~~the~~as ~~completion of~~ the ~~liquidation~~ ~~of the~~ Company’s ~~assets~~Board ~~and the making~~ of aDirectors ~~final liquidating distribution to~~ (the ~~Company’s~~“Board”) ~~stockholders~~deems necessary, in ~~accordance~~order ~~with~~to ~~the~~permit ~~DGCL,~~ the ~~date~~Company to ~~immediately~~make ~~preceding~~a ~~the~~final ~~date~~determination ofwith ~~such~~respect ~~resolution,~~to ~~and~~ the Company’s ~~may~~remaining ~~then undertake~~non-cash ~~to complete its liquidation and dissolution at such time~~assets.

OnAlso as previously reported, on November 2, 2016, following the disposition of the Company’s remaining non-cash assets, the Board adopted a resolution providing that the Company’s affairs shall be deemed to have been wound up as of the close of business on November 23, 2016~~, and in connection therewith authorized and declared a final liquidating distribution of $0~~.~~2261~~ in cash per share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), or approximately $6,530,214 million in the aggregate, to holders of record of Common Stock as of November 12, 2016 (the “Record Stockholders”), to be paid on November 21, 2016. In accordance with FINRA Rule 11140(b), the Company expects the ex-dividend date will be November 22, 2016, the first business day following the payment date for the final liquidating distribution.

~~This~~Pursuant ~~final~~to ~~liquidating~~an ~~distribution~~Order ~~will~~Discontinuing ~~effect~~Corporate ~~the~~Existence ~~distribution~~entered toby ~~stockholders of~~ the ~~Company’s~~ ~~remaining~~Delaware ~~assets~~Court as of Chancery on November 2322, 2016., ~~Record~~the ~~Stockholders~~Company docompleted ~~not~~the ~~need~~winding-up toof ~~return~~its oraffairs ~~tender~~and ~~their~~its ~~shares~~corporate ofexistence ~~Common~~ceased ~~Stock~~for toall ~~the~~purposes ~~Company~~ in ~~order~~accordance towith ~~receive~~the ~~this~~Delaware ~~final~~General ~~liquidating~~Corporation ~~distribution~~Law, ~~which will be~~ in ~~complete cancellation~~each ofcase, ~~all~~as of the ~~outstanding~~close ~~shares~~ of ~~Common~~business ~~Stock~~on November 23, 2016.

~~The~~For additional information relating to the cessation of the Company’s ~~will~~corporate ~~file~~existence, aplease ~~final~~see the Current Report on Form 8-K ~~following~~filed ~~payment of~~by the ~~final~~Company ~~liquidating~~on ~~distribution~~November 2, 2016.

2Item 9.01: Financial Statements and Exhibits

SIGNATURES


Exhibit Number		Description

99.1		Letter to Stockholders of Sycamore Networks, Inc.

~~Pursuant~~SIGNATURES ~~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~~Pursuant ~~Networks~~to the requirements of the Securities Exchange Act of 1934, ~~Inc~~the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

~~By:~~Sycamore ~~/s/~~Networks, ~~David~~Inc. ~~Guerrera David Guerrera President and Secretary (Duly Authorized Officer and Principal Executive Officer)~~

~~Dated~~By: ~~November 2,~~/s/ ~~2016~~David Guerrera David Guerrera President and Secretary (Duly Authorized Officer and Principal Executive Officer)

Dated: November 23, 2016

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