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 2, 2010

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 2, 2010, the Registrant reported its financial results for the year ended July 31, 2010.

A copy of the press release issued by the Registrant with respect to the foregoing is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

The Registrant provides non-GAAP financial data in addition to providing financial results in accordance with generally accepted accounting principles (“GAAP”). These measures are not in accordance with or an alternative for GAAP, and may be different from non-GAAP measures used by other companies. The reconciliation between the GAAP basis and the non-GAAP basis financial data is provided in a table immediately following the Unaudited Consolidated Statements of Operations included with Exhibit 99.1. The Registrant believes that the items excluded from the non-GAAP results have one or more of the following characteristics: their magnitude and timing is largely outside of the Registrant’s control; they are unrelated to the ongoing operation of the business in the ordinary course; they are unusual, and the Registrant does not expect them to occur in the ordinary course of business; or they are non-operational, non-cash expenses involving equity grants.

The non-GAAP financial data is provided to enhance the reader’s overall understanding of the Registrant’s current financial performance and its prospects for the future. Specifically, the Registrant believes the non-GAAP results provide useful information to both management and investors by excluding certain expense and income items that the Registrant believes are not indicative of the Registrant’s core operating results. In addition, since the Registrant has historically reported non-GAAP results to the investment community, the Registrant believes the inclusion of non-GAAP numbers provides consistency in its financial reporting. Further, these non-GAAP results are one of the primary indicators management uses for planning and forecasting in future periods. The non-GAAP financial data should be considered in addition to, not as a substitute for or a more appropriate indicator of, operating results, cash flows, or other measures of financial performance prepared in accordance with GAAP.

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 9.01: Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release of the Registrant, dated September 2, 2010

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: September 2, 2010

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. REPORTS FOURTH QUARTER AND FISCAL YEAR 2010 FINANCIAL RESULTS

CHELMSFORD, Mass., September 2, 2010 – Sycamore Networks, Inc. (NASDAQ: SCMR), today reported its results for the fourth quarter and fiscal year ended July 31, 2010. Revenue for the fourth quarter of fiscal 2010 was $22.2 million, compared with $17.2 million for the fourth quarter of fiscal 2009. Revenue for fiscal 2010 was $68.6 million compared to $67.4 million in fiscal 2009.

Net income for the fourth quarter of fiscal 2010, on a generally accepted accounting principles (“GAAP”) basis, was $0.5 million, or $0.02 per diluted share, compared with a GAAP net loss of $34.9 million, or $1.23 per share for the fourth quarter of fiscal 2009. Net loss for fiscal 2010, on a GAAP basis, was $14.8 million, or $0.52 per share, compared with a GAAP net loss of $53.6 million, or $1.89 per share for fiscal 2009.

Non-GAAP net income for the fourth quarter of fiscal 2010 was $1.3 million, or $0.05 per diluted share, compared with non-GAAP net loss of $6.5 million, or $0.23 per share for the fourth quarter of fiscal 2009. Non-GAAP net loss for fiscal 2010 was $4.8 million, or $0.17 per share, compared with non-GAAP net loss of $19.5 million, or $0.69 per share for fiscal 2009. The reconciliation between net loss on a GAAP basis and net loss on a non-GAAP basis is provided in a table immediately following the Unaudited Non-GAAP Consolidated Statements of Operations included with this release.

“We are pleased with our fourth quarter operating results. Sycamore achieved revenue growth, continued strong margin performance and was cash positive,” said Daniel E. Smith, Sycamore’s president and chief executive officer. “These results, combined with our focus on effective cost management, enabled the company to achieve operating profitability, on a non-GAAP basis, in the quarter, while continuing to invest in IQstream™, our recently announced mobile broadband optimization solution.”

About Sycamore Networks

Sycamore Networks, Inc. (NASDAQ: SCMR) develops and markets intelligent bandwidth management solutions for fixed line and mobile network operators worldwide. We also develop and market a mobile broadband solution designed to help mobile operators reduce congestion in mobile access networks. 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.

Use of Non-GAAP Financial Measures

The Company provides non-GAAP financial data in addition to providing financial results in accordance with generally accepted accounting principles (GAAP). These measures are not in accordance with or an alternative for GAAP, and may be different from non-GAAP measures used by other companies. The Company believes that the items excluded from the non-GAAP results have one or more of the following characteristics: their magnitude and timing is largely outside of the Company’s control; they are unrelated to the ongoing operation of the business in the ordinary course; they are unusual, and the Company does not expect them to occur in the ordinary course of business; or they are non-operational, non-cash expenses involving stock option grants.

The non-GAAP financial data is provided to enhance the reader’s overall understanding of the Company’s current financial performance and its prospects for the future. Specifically, the Company believes the non-GAAP results provide useful information to both management and investors by excluding certain expense and income items that the Company believes are not indicative of the Company’s core operating results. In addition, since the Company has historically reported non-GAAP results to the investment community, the Company believes the inclusion of non-GAAP numbers provides consistency in its financial reporting. Further, these non-GAAP results are one of the primary indicators management uses for planning and forecasting in future periods. The non-GAAP financial data should be considered in addition to, not as a substitute for or a more appropriate indicator of, operating results, cash flows, or other measures of financial performance prepared in accordance with GAAP.

We wish to caution you that certain matters discussed in this news release may constitute forward-looking statements regarding future events that involve risks and uncertainties. Risks and uncertainties in the Company’s business include, but are not limited to, reliance on a limited number of customers; industry pricing pressures; the Company’s decision to focus future development efforts on mobile broadband opportunities; the high cost of product development and keeping pace with evolving features and technologies desired by customers; unexpected difficulties in developing and marketing new mobile broadband products and the inability of new products to achieve market acceptance or to function as expected; 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 reports filed on Forms 10-Q and 10-K 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.

Sycamore Networks, Inc.

Unaudited Condensed Consolidated Balance Sheets

(in thousands)

	July 31, 2010			July 31, 2009
Assets
Current assets:
Cash and cash equivalents	$	104,416		$	347,696
Short-term investments		450,722			273,387
Accounts receivable, net		14,168			12,860
Inventories		11,175			16,058
Prepaids and other current assets		1,873			2,388
Total current assets		582,354			652,389
Property and equipment, net		6,569			13,342
Long-term investments		81,739			305,725
Other assets		358			357
Total Assets	$	671,020		$	971,813
Liabilities and Stockholders’ Equity
Current liabilities:
Deferred revenue	$	10,930		$	11,003
Other current liabilities		10,455			14,034
Total current liabilities		21,385			25,037
Long term deferred revenue		3,918			4,530
Long term liability		1,714			1,821
Total liabilities		27,017			31,388
Common stock		28			28
Additional paid-in capital		1,759,520			2,040,317
Accumulated deficit		(1,116,160	)		(1,101,355	)
Other equity		615			1,435
Total stockholders’ equity		644,003			940,425
Total Liabilities and Stockholders’ Equity	$	671,020		$	971,813

Sycamore Networks, Inc.

Unaudited Consolidated Statements of Operations

(in thousands, except per share data)

	Three Months Ended						Year Ended
	July 31, 2010			July 31, 2009			July 31, 2010			July 31, 2009
Revenue	$	22,232		$	17,245		$	68,617		$	67,357
Cost of revenue		10,171			10,194			30,954			38,469
Gross profit		12,061			7,051			37,663			28,888
Operating expenses:
Research and development		7,469			12,725			31,685			50,134
Sales and marketing		2,869			3,185			10,942			14,551
General and administrative		2,125			2,625			9,098			8,198
Restructuring expense		(25	)		2,783			5,625			3,600
Asset impairment		—			24,209			1,076			24,209
Total operating expenses		12,438			45,527			58,426			100,692
Loss from operations		(377	)		(38,476	)		(20,763	)		(71,804	)
Interest and other income, net		1,023			3,149			5,592			18,000
Income (loss) before income taxes		646			(35,327	)		(15,171	)		(53,804	)
Income tax expense (benefit)		125			(397	)		(366	)		(232	)
Net income (loss)	$	521		$	(34,930	)	$	(14,805	)	$	(53,572	)
Net income (loss) per share:
Basic	$	0.02		$	(1.23	)	$	(0.52	)	$	(1.89	)
Diluted	$	0.02		$	(1.23	)	$	(0.52	)	$	(1.89	)
Weighted average shares outstanding:
Basic		28,427			28,380			28,422			28,359
Diluted		28,427			28,380			28,422			28,359

Common share and per share data for all periods presented have been adjusted to give effect to the December 21, 2009 1 for 10 reverse stock split.

Sycamore Networks, Inc.

Unaudited Non-GAAP Consolidated Statements of Operations

(in thousands, except per share data)

	Three Months Ended					Year Ended
	July 31, 2010		July 31, 2009			July 31, 2010			July 31, 2009
Revenue	$	22,232	$	17,245		$	68,617		$	67,357
Cost of revenue		10,043		9,982			30,386			37,489
Gross profit		12,189		7,263			38,231			29,868
Operating expenses:
Research and development		7,206		12,235			30,593			48,127
Sales and marketing		2,626		2,919			10,018			13,362
General and administrative		1,925		2,182			8,333			6,113
Total operating expenses		11,757		17,336			48,944			67,602
Income (loss) from operations		432		(10,073	)		(10,713	)		(37,734	)
Interest and other income, net		1,023		3,149			5,592			18,000
Income (loss) before income taxes		1,455		(6,924	)		(5,121	)		(19,734	)
Income tax expense (benefit)		125		(397	)		(366	)		(232	)
Net income (loss)	$	1,330	$	(6,527	)	$	(4,755	)	$	(19,502	)
Net income (loss) per share:
Basic	$	0.05	$	(0.23	)	$	(0.17	)	$	(0.69	)
Diluted	$	0.05	$	(0.23	)	$	(0.17	)	$	(0.69	)
Weighted average shares outstanding:
Basic		28,427		28,380			28,422			28,359
Diluted		28,427		28,380			28,422			28,359

Common share and per share data for all periods presented have been adjusted to give effect to the December 21, 2009 1 for 10 reverse stock split.

Sycamore Networks, Inc.

Reconciliation of GAAP to Non-GAAP Net Income

(in thousands, except per share data)

	Three Months Ended						Year Ended
	July 31, 2010			July 31, 2009			July 31, 2010			July 31, 2009
GAAP net income (loss)	$	521		$	(34,930	)	$	(14,805	)	$	(53,572	)
Stock-based compensation expense:
Cost of revenue		128			142			509			594
Research and development		263			490			1,092			2,007
Sales and marketing		243			266			924			1,189
General and administrative		200			239			765			902
Total stock based compensation expense		834			1,137			3,290			4,692
Asset impairment charge:
Operating expense		—			24,209			1,076			24,209
Amortization of purchased intangible assets		—			204			—			1,183
Restructuring and other asset impairments:
Operating expense		(25	)		2,783			5,625			3,600
Cost of revenue		—			70			59			386
Non-GAAP net income (loss)	$	1,330		$	(6,527	)	$	(4,755	)	$	(19,502	)