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 20, 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 8.01 OTHER EVENTS

On June 20, 2007, Sycamore Networks, Inc. (the “Company”) issued a press release announcing that its 2006 Annual Meeting of Stockholders (the “2006 Annual Meeting”) is expected to be held on July 30, 2007, at 9:00 a.m. ET, at the Radisson Hotel, 10 Independence Drive, Chelmsford, Massachusetts. The Board of Directors of the Company has set the close of business on June 21, 2007 as the record date for the meeting. The Company expects to mail a definitive proxy statement relating to the 2006 Annual Meeting on or after July 3, 2007 to the stockholders of record.

Rule 14a-8 Stockholder Proposal Deadline

The 2006 Annual Meeting date represents a change of more than 30 days from the anniversary of the Company’s 2005 Annual Meeting of Stockholders. As a result, the Company has set a new deadline for the receipt of any stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, for inclusion in the Company’s proxy materials for the 2006 Annual Meeting. The new deadline for delivering stockholder proposals to the Company is the close of business on July 2, 2007. Such proposals should be delivered to: Sycamore Networks, Inc., 220 Mill Road, Chelmsford, MA 01824, Attention: Corporate Secretary. The Company recommends that such proposals be sent by certified mail, return receipt requested. Such proposals will also need to comply with the rules of the Securities and Exchange Commission regarding the inclusion of stockholder proposals in the Company’s proxy materials, and may be omitted if not in compliance with applicable requirements.

By-Laws Advance Notice Deadline

In accordance with the requirements for advance notice set forth in the Company’s By-Laws, in order for a stockholder proposal submitted outside of Rule 14a-8 (which may not be included in the Company’s proxy materials) or a director nomination to be considered timely, such proposal or nomination must be received by the Corporate Secretary by the close of business on July 2, 2007 at the address noted above.

The press release constitutes public announcement of the date of mailing of the notice for the 2006 Annual Meeting for purposes of Section 1.11 of the Company’s By-Laws. The text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

Item 9.01: Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release, dated June 20, 2007, of Sycamore Networks, Inc.

SIGNATURES

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

Sycamore Networks, Inc.

By:	/s/ Richard J. Gaynor
	Richard J. Gaynor
	Chief Financial Officer
	Vice President, Finance and Administration,
	Assistant Secretary and Treasurer
	(Duly Authorized Officer and Principal
	Financial and Accounting Officer)
Dated: June 20, 2007

EX-99.1

Exhibit 99.1

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

SYCAMORE ANNOUNCES 2006 ANNUAL STOCKHOLDERS MEETING

CHELMSFORD, Mass., June 20, 2007 – Sycamore Networks, Inc. (NASDAQ: SCMR), today announced that its 2006 Annual Meeting of Stockholders is expected to be held on July 30, 2007, at 9:00 a.m. ET, at the Radisson Hotel, 10 Independence Drive, Chelmsford, Massachusetts. Stockholders of record as of June 21, 2007 will be entitled to vote at the Annual Meeting. The Company expects to mail a definitive proxy statement relating to the 2006 Annual Meeting on or after July 3, 2007 to the stockholders of record.

The 2006 Annual Meeting date represents a change of more than 30 days from the anniversary of the Company’s 2005 Annual Meeting of Stockholders. As a result, the Company has set a new deadline for the receipt of any stockholder proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, for inclusion in the Company’s proxy materials for the 2006 Annual Meeting. Such proposals should be delivered to the Company by the close of business on July 2, 2007. Such proposals should be delivered to: Sycamore Networks, Inc., 220 Mill Road, Chelmsford, MA 01824, Attention: Corporate Secretary. The Company recommends that such proposals be sent by certified mail, return receipt requested. Such proposals will also need to comply with the rules of the Securities and Exchange Commission regarding the inclusion of stockholder proposals in the Company’s proxy materials, and may be omitted if not in compliance with applicable requirements.

In accordance with the requirements for advance notice set forth in the Company’s By-Laws, in order for a stockholder proposal submitted outside of Rule 14a-8 (which may not be included in the Company’s proxy materials) or a director nomination to be considered timely, such proposal or nomination must be received by the Corporate Secretary by the close of business on July 2, 2007 at the address noted above.

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 constitute forward-looking statements regarding future events 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, including possible tax liabilities and penalties 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 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, the Company’s inability to file timely periodic reports on Form 10-K and Form 10-Q with the Securities and Exchange Commission and the possible delisting of the Company’s common stock by Nasdaq. Certain additional risks are set forth in more detail in the section entitled Factors that May Affect Future Results in the Company’s most recent Form 10-Q and Form 10-K filed by the Company 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.