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

February 27, 2007

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 February 27, 2007, the Registrant reported its second quarter fiscal year 2007 revenue results. A copy of the press release issued by the Registrant on February 27, 2007 concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information contained herein and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing. The information in this report, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 8.01: Other Events.

The Registrant has determined that it will participate in the recently announced IRS Compliance Resolution Program for Employees Other than Corporate Insiders for Additional 2006 Taxes Arising Under IRC section 409A due to the Exercise of Stock Rights. This Program allows companies to pay any 409A related taxes on previously exercised stock options on behalf of employees, other than Section 16 officers, that may have resulted from the use of incorrect measurement dates for option grants. The deadline to notify the IRS to participate is February 28, 2007. Although Registrant has not yet determined the final costs associated with participation in the program, the Registrant currently believes that the cost associated with participation in this program will not be material.

Item 9.01: Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release of the Registrant, dated February 27, 2007.

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

Vice President, Finance and Administration,

Secretary and Treasurer

(Duly Authorized Officer and Principal
Financial and Accounting Officer)

Dated: February 27, 2007

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of the Registrant, dated February 27, 2007, reporting the Registrant’s second quarter fiscal year 2007 revenue results

EX-99.1

Exhibit 99.1

CONTACT:
Press Inquiries	Investor Inquiries
Public Relations	Investor Relations
Sycamore Networks, Inc.	Sycamore Networks, Inc.
978-250-3433	978-250-3460
scott.larson@sycamorenet.com	investor.info@sycamorenet.com

SYCAMORE NETWORKS, INC. REPORTS SECOND QUARTER FISCAL YEAR 2007 REVENUE RESULTS AND PROVIDES UPDATE ON NASDAQ LISTING STATUS

CHELMSFORD, Mass., February 27, 2007 – Sycamore Networks, Inc. (NASDAQ: SCMR), a leader in intelligent networking solutions for fixed line and mobile network operators worldwide, today reported its second quarter revenue results for the period ended January 27, 2007.

Revenue for the second quarter of fiscal 2007 was $39.8 million, compared with $20.8 million for the second quarter of fiscal 2006 and compared with $34.9 million for the first quarter of fiscal 2007. Sycamore’s multiservice access product line, added to its portfolio during the first quarter of fiscal 2007, contributed $10.8 million to revenue for the second quarter of fiscal 2007.

Revenue for the first six months of fiscal 2007 was $74.7 million, compared with $48.1 million for the first six months of fiscal 2006. Sycamore’s multiservice access product line contributed $17.2 million to revenue for the first six months of fiscal 2007.

Sycamore’s net cash and investments as of January 27, 2007 were $915 million, compared to $907 million as of October 28, 2006.

“We are very pleased with the Company’s second quarter revenue performance. Fueled by increased demand for flexible capacity in the core, our quarter-over-quarter revenue growth reflected significant contribution from our optical switching business,” said Daniel E. Smith, president and chief executive officer, Sycamore Networks. “We are also pleased with the progress in our recently acquired multiservice access business, which included revenue contributions from a diverse mix of customers during the quarter. With the integration of this business now substantially complete, we are operating as a single, unified organization focused on serving the needs of our customers and prospects on a global basis.”

As previously announced, the Company has delayed filing its Form 10-K for the fiscal year ended July 31, 2006 and its Form 10-Q for the period ended October 28, 2006 due to an ongoing independent investigation directed by the Audit Committee of its Board of Directors into the granting of stock options and related accounting matters. The Company also previously announced that the Nasdaq Listing Qualifications Panel (the “Panel”) granted the Company’s request for continued listing of the Company’s securities on The Nasdaq Stock Market subject to the Company becoming current in its delinquent periodic reports by filing with the Securities and Exchange Commission on or before March 14, 2007 its Form 10-K for the year ended July 31, 2006 and its Form 10-Q for the period ended October 28, 2006 and any restatements of previously issued financial statements.

The Company today also announced that the independent investigation into its stock option granting practices is substantially complete, and it has commenced the process of determining the requisite accounting and tax implications. The Company does not believe it will be able to complete all of its required prior filings with the Securities and Exchange Commission by the March 14, 2007 date granted by the Panel. In addition, the Company does not expect to be able to file its quarterly report on Form 10-Q for the period ended January 27, 2007 by the filing deadline of March 8, 2007. As a result, the Company intends to request that the Panel grant the Company additional time to complete its required filings. However, there can be no assurances that the Panel will grant the Company additional time to complete its required filings.

“We take these matters very seriously and continue to cooperate fully with the regulatory authorities,” said Smith. “We are working diligently to complete these matters and report our complete financial results as soon as possible.”

About Sycamore Networks

Sycamore Networks, Inc. (NASDAQ: SCMR) is a leading provider of intelligent networking solutions for fixed line and mobile network operators worldwide. From multiservice access networks to the optical core, Sycamore products enable network operators to lower overall network costs, increase operational efficiencies, and rapidly deploy new revenue-generating services. Sycamore’s global customer base includes Tier 1 service providers, government agencies, and utility companies. For more information, please visit www.sycamorenet.com.

We wish to caution you that certain matters discussed in this news release may constitute forward-looking statements that involve risks and uncertainties. Readers are cautioned that 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, the findings resulting from the audit of certain of the Company’s income tax returns by the Internal Revenue Service, risks relating to the formal investigations commenced by the Securities and Exchange Commission and the U.S. Attorney’s office with respect to certain stock options granted by the Company, additional actions and findings that may result from the ongoing investigation into such stock options and the accounting therefor, including the restatement of previously issued financial statements, certain purported shareholder derivative actions filed against the Company and certain of its current and former officers and its directors, and the possible delisting of the Company’s common stock from trading on the Nasdaq Stock Market. Certain additional risks are set forth in more detail in the section entitled Factors that May Affect Future Results in the Company’s most recently filed Form 10-Q, Form 10-K and the other reports filed by the Company from time to time with the Securities and Exchange Commission. 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.