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

September 12, 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 of incorporation)	(Commission File Number)	(IRS Employer 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 2.02: Results of Operations and Financial Condition.

                 On September 12, 2005, the Registrant reported that it has filed with the Securities and Exchange Commission an amended annual report on Form 10-K/A for the fiscal year ended July 31, 2004 restating the Registrant’s consolidated financial statements for fiscal years ended July 31, 2002 through 2004 and amending selected financial data for fiscal years 2000 and 2001. The Registrant also reported that it has filed amended first and second quarter reports for fiscal year 2005 on Form 10-Q/A restating the financial statements for such interim periods. The Registrant stated that the restatements are as a result of the Registrant’s previously reported independent investigation into stock option accounting.

                 The Registrant’s press release reporting the restatements is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01: Financial Statements and Exhibits.

(c) Exhibits

Exhibit
Number Description

99.1 Press Release of the Registrant, dated September 12, 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: September 12, 2005

EXHIBIT INDEX

Exhibit
Number Description

99.1 Press Release of the Registrant, dated September 12, 2005.

EX-99

Exhibit 99.1

CONTACTS:
Press Inquiries
Scott Larson
Public Relations
Sycamore Networks, Inc.
978-250-3433
scott.larson@sycamorenet.com  
Investor Inquiries
Terry Adams
Investor Relations
Sycamore Networks, Inc.
978-250-3460
investor.info@sycamorenet.com

SYCAMORE NETWORKS FILES RESTATED FINANCIAL STATEMENTS

CHELMSFORD, Mass., September 12, 2005 – Sycamore Networks, Inc. (NASDAQ: SCMRE) today announced that it has filed with the Securities and Exchange Commission an amended annual report on Form 10-K/A for the fiscal year ended July 31, 2004. This amended report restates the Company’s consolidated financial statements for fiscal years ended July 31, 2002 through 2004, and amends selected financial data for fiscal years 2000 and 2001. The Company said it also filed amended first and second quarter reports for fiscal year 2005 on Form 10-Q/A restating the financial statements for such interim periods. These restatements are a result of the Company’s previously reported independent investigation into stock option accounting.

For more information including access to Sycamore’s recently filed SEC financial reports, please visit www.sycamorenet.com.

About Sycamore Networks
Sycamore Networks, Inc. (NASDAQ: SCMRE) develops and markets optical networking products for telecommunications service providers worldwide. The Company’s products enable service providers to cost-effectively and easily transition their existing fiber optic network into a network infrastructure that can provision, manage and deliver economic, high-bandwidth services to their customers.

We wish to caution you that certain matters discussed in this news release constitute forward-looking statements that involve risks and uncertainties. Actual results or events could differ materially from those stated or implied in forward-looking statements. These risks and uncertainties include, but are not limited to, additional actions and findings that may result from the restatement of previously issued financial statements, the possibility that the Company may be unable to regain compliance with Nasdaq listing requirements and the impact of the investigation’s findings on prior and current periods. Certain additional risks are set forth in more detail in the section entitled Factors that May Affect Future Results under Item 2 in Management Discussion and Analysis of Financial Conditions and Results of Operations in the Company’s amended Quarterly Report on Form 10-Q for the period ended January 29, 2005. Further, there can be no assurance concerning the timing of the filing of the Company’s Form 10-Q for the period ended April 30, 2005 or the timing and impact of the release of the financial results for such period or the restatement of any previously-issued financial statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future results or otherwise.