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

December 21, 2009 (December 18, 2009)

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 5.03: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On December 18, 2009, Sycamore Networks, Inc. (the “Registrant”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State (the “Amendment”) to effect the previously announced one-for-ten reverse stock split (the “Reverse Stock Split”) of the Registrant’s common stock, par value $0.001 (the “Common Stock”), as authorized by the stockholders of the Company at the 2008 Annual Meeting of Stockholders held on January 6, 2009. The Amendment also reduced the Registrant’s authorized capital stock from 2,550,000,000 to 255,000,000 shares. The Amendment became effective at 5:00 p.m., Eastern Time, on December 21, 2009 (the “Effective Time”).

Under the terms of the Reverse Stock Split, every ten shares of the Registrant’s issued and outstanding Common Stock immediately prior to the Effective Time were combined into one share of Common Stock. No fractional shares were issued as a result of the Reverse Stock Split. Fractional shares will be aggregated and sold by the Registrant’s transfer and exchange agent, Computershare Trust Company, N.A. (“Computershare”), and the proceeds will be delivered pro rata to the appropriate stockholders. Stockholders of record will receive instructions from Computershare regarding the procedures for exchanging their stock certificates in connection with the Reverse Stock Split.

The Reverse Stock Split affected all shares of the Common Stock, including Common Stock underlying stock options that were outstanding immediately prior to the Effective Time.

The Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein. The press release announcing the completion of the reverse stock split is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01

(d) Exhibits. The following material is filed as an exhibit to this Current Report on Form 8-K:

Exhibit Number	Description
3.1	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Sycamore Networks, Inc.
99.1	Press Release of the Registrant, dated December 21, 2009

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/    PAUL F. BRAUNEIS        

Paul F. Brauneis

Chief Financial Officer

Vice President, Finance and Administration and Treasurer

(Duly Authorized Officer and Principal Financial and Accounting Officer)

Dated: December 21, 2009

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

SYCAMORE NETWORKS, INC.

Pursuant to Section 242 of the General

Corporation Law of the State of Delaware

Sycamore Networks, Inc., a Delaware corporation (hereinafter called the “Corporation”), does hereby certify as follows:

1. The name of the corporation is Sycamore Networks, Inc.

2. This Amendment to the Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

3. This Amendment to the Amended and Restated Certificate of Incorporation amends Article Fourth of the Amended and Restated Certificate of Incorporation of the Corporation, as heretofore amended, supplemented and restated, by deleting the first paragraph of Article Fourth thereof and substituting in lieu thereof a new paragraph, which shall read in its entirety as follows:

FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 255,000,000 shares, consisting of (i) 250,000,000 shares of Common Stock, $0.001 par value per share (“Common Stock”), and (ii) 5,000,000 shares of Preferred Stock, $0.01 par value per share (“Preferred Stock”).

4. This Amendment to the Amended and Restated Certificate of Incorporation further amends Article Fourth of the Amended and Restated Certificate of Incorporation of the Corporation, as heretofore amended, supplemented and restated, by adding at the end of Article Fourth a new paragraph, which shall read in its entirety as follows:

Upon the filing and effectiveness (the “Effective Time”) of this amendment to the Corporation’s Amended and Restated Certificate of Incorporation pursuant to the Delaware General Corporation Law, each ten shares of the Common Stock (the “Old Common Stock”) issued and outstanding immediately prior to the Effective Time shall be reclassified and

combined into one validly issued, fully paid and non-assessable share of the Corporation’s common stock, $0.001 par value per share (the “New Common Stock”), without any action by the holder thereof. The Corporation shall not issue fractions of shares of New Common Stock in connection with such reclassification and combination. Shareholders who, immediately prior to the Effective Time, own a number of shares of Old Common Stock which is not evenly divisible by ten shall, with respect to such fractional interest, be entitled to receive cash from the Corporation in lieu of fractions of shares of New Common Stock from the disposition of such fractional interest as provided below. The Corporation shall arrange for the disposition of fractional interests by those otherwise entitled thereto, by the mechanism of having (x) the transfer agent of the Corporation aggregate such fractional interests and (y) the shares resulting from the aggregation sold and (z) the net proceeds received from the sale be allocated and distributed among the holders of the fractional interests as their respective interests appear.

Each certificate that theretofore represented shares of Old Common Stock shall thereafter represent that number of shares of New Common Stock into which the shares of Old Common Stock represented by such certificate shall have been reclassified and combined; provided, that each person holding of record a stock certificate or certificates that represented shares of Old Common Stock shall receive, upon surrender of such certificate or certificates, unless otherwise instructed by such stockholder, book-entry shares in lieu of a new certificate or certificates evidencing and representing the number of shares of New Common Stock to which such person is entitled under the foregoing reclassification and combination.

5. This Amendment to the Amended and Restated Certificate of Incorporation shall be effective at 5:00 P.M., Eastern Time, on December 21, 2009.

IN WITNESS WHEREOF, Sycamore Networks, Inc. has caused this Certificate of Amendment to be duly executed in its corporate name this 18^th day of December, 2009.

SYCAMORE NETWORKS, INC.
By:	/s/ Daniel E. Smith
Name:	Daniel E. Smith
Title:	President and Chief Executive Officer

EX-99.1

Exhibit 99.1

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

SYCAMORE NETWORKS, INC. ANNOUNCES COMPLETION OF 1-FOR-10 REVERSE STOCK SPLIT

CHELMSFORD, Mass., December 21, 2009 – Sycamore Networks, Inc. (NASDAQ: SCMR) today announced that its previously announced one-for-ten reverse stock split of Sycamore’s common stock, par value $0.001, was completed effective 5:00 p.m., Eastern Time, on December 21, 2009. Sycamore’s common stock will begin trading on a split-adjusted basis at the open of trading tomorrow, December 22, 2009.

As a result of the reverse stock split, every ten shares of Sycamore common stock issued and outstanding immediately prior to the effective time of the reverse stock split were combined into one share of common stock. The reverse stock split reduced the number of shares of outstanding common stock from approximately 284 million as of the filing of the Company’s most recent Quarterly Report on Form 10-Q to approximately 28.4 million. In addition, the number of shares of common stock that the Company is authorized to issue was reduced from 2.5 billion to 250 million in connection with the reverse stock split.

Sycamore’s common stock will continue to trade on the NASDAQ Global Select Market under the symbol “SCMR”, with the letter “D” added to the end of the trading symbol for a period of 20 trading days to indicate the reverse stock split has occurred. The Company’s symbol will revert back to its original symbol “SCMR” on January 22, 2010. The Company’s common stock will also trade under a new CUSIP number.

Additional information about the reverse stock split can be found in the Reverse Stock Split FAQs in the Investor Relations section of the Company’s web site at www.sycamorenet.com, and in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 24, 2008 with respect to the 2008 Annual Meeting of Stockholders.

About Sycamore Networks

Sycamore Networks, Inc. (NASDAQ: SCMR) is a leading provider of intelligent bandwidth management 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 the forward-looking statements. Other risks and uncertainties include, but are not limited to, actions, inquiries and findings that may result from certain stock option matters, including the restatement of previously issued financial statements; the Company’s reliance on a limited number of customers; variation in the Company’s quarterly results; industry pricing pressures and the high cost of product development required to remain competitive and keep pace with evolving features and technologies desired by customers; the consolidation of both suppliers and customers in the telecommunications marketplace and general economic conditions. Certain additional risks are set forth in more detail in the section entitled “Risk Factors” in the Company’s most recent Quarterly Report on Form 10-Q and Annual Report on 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.