8-K 1 bos341876.txt FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 7, 2005 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 (Commission file number) (IRS Employer of incorporation) Identification No.) 220 Mill Road Chelmsford, MA 01824 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (978) 250-2900 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 8.01: Other Events. On June 7, 2005, the Registrant issued a press release announcing that it will delay the filing of its quarterly report on Form 10-Q for the three month period ended April 30, 2005 pending the conclusion of an internal investigation being conducted under the direction of the Audit Committee of its Board of Directors. The investigation relates to the accounting of certain stock options granted during the period from 1999 to 2001, including whether additional stock compensation expenses should have been recorded during the period under review. The Registrant also announced that it will file its quarterly report on Form 10-Q for the three month period ended April 30, 2005 as soon as practicable following the resolution of the internal investigation. The press release announcing the filing delay and internal investigation is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. Item 9.01: Financial Statements and Exhibits. (c) Exhibits Exhibit Number Description 99.1 Press Release of the Registrant, dated June 7, 2005. ------------------------------------------------------------------------------- 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/ Richard J. Gaynor -------------------------------------- Richard J. Gaynor Chief Financial Officer (Duly Authorized Officer and Principal Financial and Accounting Officer) Dated: June 7, 2005 EXHIBIT INDEX Exhibit Number Description ------- ----------- 99.1 Press Release of the Registrant, dated June 7, 2005.