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

July 30, 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 1.01: Entry Into a Material Definitive Agreement

As previously announced, effective as of July 30, 2007, Robert E. Donahue was elected to the Board of Directors of Sycamore Networks, Inc. (the “Registrant”). In connection with his election as a new director, Mr. Donahue entered into the Registrant’s standard form indemnification agreement (the “Indemnification Agreement”).

Pursuant to the Indemnification Agreement, the Registrant agrees to indemnify Mr. Donahue against certain liabilities that may arise by reason of his status or service as a member of the Board of Directors of the Registrant and to advance his expenses incurred as a result of a proceeding as to which he may be indemnified. The Indemnification Agreement is intended to provide indemnification rights to the fullest extent permitted under applicable indemnification rights statutes in the State of Delaware and is in addition to any other rights Mr. Donahue may have under the Registrant’s Amended and Restated Certificate of Incorporation, Bylaws and applicable law.

On July 31, 2007, the Registrant issued a press release announcing the election of Mr. Donahue, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 1.01: Entry Into a Material Definitive Agreement

On July 31, 2007, Alan R. Cormier, the Registrant’s General Counsel and Secretary was awarded a discretionary cash bonus in the amount of $20,000.

Item 2.06 Material Impairments

On July 30, 2007, the Registrant determined to cease further development and marketing of its BSG product, a product developed by Eastern Research, Inc., (“ERI”), a company acquired by the Registrant on September 6, 2006. As a result, the Registrant will record a non-cash charge of approximately $10 million for impairment of intangible assets in the fourth quarter of fiscal 2007. In addition, the Registrant will record a charge of approximately $0.7 million related to BSG inventory commitments and other direct costs. The Registrant does not expect the impairment charges to result in any material future cash expenditures. The Registrant’s access product line remains a focus of the Registrant’s strategy of providing its customers an intelligent networking solution from access to the optical core. The Registrant expects to concentrate its future research and development efforts on initiatives driven by its customer’s needs that include intelligent multi-service networking, dynamic control plane technology, advanced service management, and network management.

Item 9.01: Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number          Description

    99.1             Press Release of Sycamore Networks, Inc., dated July 31, 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.

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: August 2, 2007

EX-99.1

EXHIBIT 99.1

CONTACT:

Press Inquiries Scott Larson Sycamore Networks, Inc. 978-250-3433 scott.larson@sycamorenet.com Investor Inquiries Robert Travis Sycamore Networks, Inc. 978-250-3432 bob.travis@sycamorenet.com

SYCAMORE NETWORKS ELECTS NEW BOARD MEMBER

CHELMSFORD, Mass., July 31, 2007 – Sycamore Networks, Inc. (NASDAQ: SCMR), a leader in intelligent networking solutions for fixed line and mobile network operators worldwide, today announced that Robert E. Donahue has been elected to the Sycamore Networks Board of Directors.

Mr. Donahue is president and chief executive officer and a member of the board of directors at Authorize.Net Holdings, Inc., (formerly Lightbridge, Inc.) a leading transaction processing company. Previously, Mr. Donahue provided financial consulting services to KO Instruments, Inc., an electronic instruments manufacturer; and was vice president and general manager, Americas After Market Solutions at Celestica, Inc., an electronics manufacturing services provider.

“We are very pleased to have a person of Mr. Donahue’s caliber join Sycamore’s Board of Directors,” said Desh Deshpande, chairman of the board. “Bob joins us at a very exciting time for the Company and we believe his extensive operational and financial experience in rapidly changing environments will be a valuable asset to the Company.”

Over a 20 year career in high technology, Mr. Donahue has held additional senior executive positions, including president and chief operating officer at Manufacturers Services, Ltd., an electronics manufacturing services company; and chief financial officer at Stratus Computer, Inc., where he was responsible for S2, a wholly owned software subsidiary that sold online transaction processing products and services. Mr. Donahue holds a BA in Economics from the College of the Holy Cross and an MBA from the University of Massachusetts.

“Sycamore is a proven industry leader, and I am honored to be joining the Board of Directors,” said Robert Donahue. “With the growth of content-rich applications driving the need for intelligent bandwidth management, Sycamore’s innovative solutions are well positioned to help network operators evolve their networks to meet new capacity requirements. I’m looking forward to the chance to work with board colleagues to help guide the company into the future.”

Mr. Donahue’s appointment to the Board is effective immediately.

About Sycamore NetworksSycamore 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-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.