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 6, 2013 (January 31, 2013)

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 2.01: Completion of Acquisition or Disposition of Assets

Sycamore Networks, Inc. (“Sycamore” or the “Company”) is filing this Current Report on Form 8-K to provide certain unaudited pro forma consolidated financial information of the Company giving effect to the previously reported completion of the sale of substantially all of the assets of Sycamore primarily related to Sycamore’s Intelligent Bandwidth Management business, including inventory, fixed assets, intellectual property rights (other than patents and patent applications), contracts, certain real estate leases, Sycamore’s subsidiaries in Shanghai (subject to the receipt of government approval), the Netherlands and Japan, and certain shared facilities and assets (together, the “Intelligent Bandwidth Management Business”), to a portfolio company of Marlin Equity Partners (“Buyer”) on January 31, 2013, pursuant to the previously disclosed Asset Purchase and Sale Agreement (the “Asset Sale Agreement”) dated October 23, 2012 by and between Sycamore and Buyer, for a total purchase price of $18.75 million in cash (subject to a working capital adjustment as provided in the Asset Sale Agreement) and the assumption by Buyer of certain related liabilities (the “Asset Sale”). A copy of the Asset Sale Agreement was filed as Exhibit 2.1 to Sycamore’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on October 23, 2012 and is incorporated herein by reference. The Asset Sale was also further described in Sycamore’s Definitive Proxy Statement on Schedule 14A filed with the Commission on December 28, 2012 and in the Company’s Current Report on Form 8-K filed with the Commission on February 1, 2013.

Item 9.01: Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The following unaudited pro forma consolidated financial information required by Article 11 of Regulation S-X, promulgated pursuant to the Securities and Exchange Act of 1934, is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference:

Unaudited Pro Forma Consolidated Balance Sheet of the Company as of October 27, 2012

Unaudited Pro Forma Consolidated Statement of Operations of the Company for the three months ended October 27, 2012

Unaudited Pro Forma Consolidated Statement of Operations of the Company for the three months ended October 29, 2011

Unaudited Pro Forma Consolidated Statement of Operations of the Company for the year ended July 31, 2012

Unaudited Pro Forma Consolidated Statement of Operations of the Company for the year ended July 31, 2011

Unaudited Pro Forma Consolidated Statement of Operations of the Company for the year ended July 31, 2010

(d) Exhibits.

2.1	Asset Purchase and Sale Agreement, dated October 23, 2012, by and between Sycamore Networks, Inc. and Sunrise Acquisition Corp. (n/k/a Sycamore Networks Solutions, Inc.)*
99.1	Unaudited Pro Forma Consolidated Financial Information

* Incorporated by reference to Exhibit 2.1 to Sycamore’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 23, 2012.

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/ 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: February 6, 2013

EX-99.1

Exhibit 99.1

SYCAMORE NETWORKS, INC.

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

On January 31, 2013, Sycamore Networks, Inc. (“Sycamore” or the “Company”) completed the sale of substantially all of Sycamore’s assets primarily related to Sycamore’s Intelligent Bandwidth Management business, including inventory, fixed assets, intellectual property rights (other than patents and patent applications), contracts, certain real estate leases, Sycamore’s subsidiaries in Shanghai (subject to the receipt of government approval), the Netherlands and Japan, and certain shared facilities and assets (together, the “Intelligent Bandwidth Management Business”) to a portfolio company of Marlin Equity Partners (“Buyer”) pursuant to the previously disclosed Asset Purchase and Sale Agreement dated October 23, 2012 by and between Sycamore and Buyer (the “Asset Sale Agreement”), for a total purchase price of $18.75 million in cash (subject to a working capital adjustment as provided in the Asset Sale Agreement) and the assumption by Buyer of certain related liabilities (the “Asset Sale”).

The following Unaudited Pro Forma Consolidated Financial Information of the Company has been derived from the historical financial statements of the Company, as adjusted, to give effect to the Asset Sale. The historical financial information of the Company set forth below has been derived from the historical consolidated financial statements included in its Annual Report on Form 10-K for the year ended July 31, 2012 and its Quarterly Report on Form 10-Q for the quarter ended October 27, 2012. The Unaudited Pro Forma Consolidated Balance Sheet as of October 27, 2012 includes pro forma adjustments giving effect to the Asset Sale as if it had occurred on that date. The Unaudited Pro Forma Consolidated Statements of Operations for the three months ended October 27, 2012 and October 29, 2011 and for the years ended July 31, 2012, 2011 and 2010 include pro forma adjustments giving effect to the Asset Sale as if it had occurred on August 1, 2009.

The Unaudited Pro Forma Consolidated Financial Information is presented to comply with the rules and regulations of the Securities and Exchange Commission governing the disclosure of pro forma information. The Unaudited Pro Forma Consolidated Financial Information has been provided for informational purposes only and should not be considered indicative of the financial condition or results of operations that would have been achieved had the Asset Sale occurred as of the dates presented. Furthermore, the Unaudited Pro Forma Consolidated Financial Information does not give effect to any restructuring costs, operational savings or financial conditions that may have impacted the retained business since October 27, 2012. The Unaudited Pro Forma Consolidated Financial Information also does not address any distributions to the Company’s stockholders since October 27, 2012, nor does it address that following the completion of the Asset Sale the Company has no operating assets. Accordingly, the Unaudited Pro Forma Consolidated Financial Information should not be read to be indicative of the Company’s financial condition or results of operations that might be achieved as of any future date or for any future period. The Unaudited Pro Forma Consolidated Financial Information, including the notes thereto, should be read in conjunction with the historical financial statements of Sycamore included in its Annual Report on Form 10-K for the year ended July 31, 2012 and its Quarterly Report on Form 10-Q for the quarter ended October 27, 2012.

SYCAMORE NETWORKS, INC.

PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

(in thousands, except par value)

(Unaudited)

	As of October 27, 2012
	Historical		Adjustments			Pro forma
Assets
Current assets:
Cash and cash equivalents	$	105,608	$	18,750	(A)	$	124,358
Short-term investments		39,938		—			39,938
Accounts receivable, net of allowance for doubtful accounts of $42		5,720		(5,720	) (B)		—
Inventories		8,836		(8,836	) (B)		—
Prepaid and other current assets		828		(460	) (B)		368
Total current assets		160,930		3,734			164,664
Property and equipment, net		3,705		(373	) (B)		3,332
Other assets		348		(330	) (B)		18
Total assets	$	164,983	$	3,031		$	168,014
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	777	$	(670	) (B)	$	107
Accrued compensation		1,861		(1,121	) (B)		740
Accrued warranty		1,082		(1,082	) (B)		—
Accrued expenses		2,256		(867	) (B)		1,389
Accrued restructuring costs		1,988		—			1,988
Deferred revenue		5,296		(5,296	) (B)		—
Other current liabilities		885		(453	) (B)		432
Total current liabilities		14,145		(9,489	)		4,656
Long-term deferred revenue		1,391		(1,391	) (B)		—
Other long-term liabilities		1,965		(260	) (B)		1,705
Total liabilities		17,501		(11,140	)		6,361
Total stockholders’ equity		147,482		14,171	(C)		161,653
Total liabilities and stockholders’ equity	$	164,983	$	3,031		$	168,014

The accompanying notes are an integral part of the Unaudited Pro Forma Consolidated Financial Information.

SYCAMORE NETWORKS, INC.

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)

	Three months ended October 27, 2012
	Historical			Adjustments (D)			Pro forma (E)
Revenue:
Product	$	7,184		$	(7,184	)	$	—
Service		4,880			(4,880	)		—
Total revenue		12,064			(12,064	)		—
Cost of revenue:
Product		3,157			(2,964	)		193
Service		1,746			(1,746	)		—
Total cost of revenue		4,903			(4,710	)		193
Gross profit		7,161			(7,354	)		(193	)
Operating expenses:
Research and development		6,489			(3,340	)		3,149
Sales and marketing		2,381			(1,519	)		862
General and administrative		3,087			(2,071	)(F)		1,016
Restructuring		1,988			—			1,988
Total operating expenses		13,945			(6,930	)		7,015
Loss from continuing operations		(6,784	)		(424	)		(7,208	)
Interest and other income, net		201			—			201
Loss before income taxes		(6,583	)		(424	)		(7,007	)
Income tax expense		173			(132	)		41
Net loss from continuing operations	$	(6,756	)	$	(292	)	$	(7,048	)
Net loss per share:
Basic	$	(0.23	)		—		$	(0.24	)
Diluted	$	(0.23	)		—		$	(0.24	)
Weighted average shares outstanding:
Basic		28,881			—			28,881
Diluted		28,881			—			28,881
Cash distribution paid per common share	$	10.00			—		$	10.00

The accompanying notes are an integral part of the Unaudited Pro Forma Consolidated Financial Information.

SYCAMORE NETWORKS, INC.

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)

	Three months ended October 29, 2011
	Historical			Adjustments (D)			Pro forma (E)
Revenue:
Product	$	9,898		$	(9,898	)	$	—
Service		5,482			(5,482	)		—
Total revenue		15,380			(15,380	)		—
Cost of revenue:
Product		4,368			(4,368	)		—
Service		1,894			(1,894	)		—
Total cost of revenue		6,262			(6,262	)		—
Gross profit		9,118			(9,118	)		—
Operating expenses:
Research and development		6,485			(3,384	)		3,101
Sales and marketing		2,670			(1,762	)		908
General and administrative		1,985			(908	)		1,077
Restructuring		(271	)		271			—
Total operating expenses		10,869			(5,783	)		5,086
Loss from continuing operations		(1,751	)		(3,335	)		(5,086	)
Interest and other income, net		234			—			234
Loss before income taxes		(1,517	)		(3,335	)		(4,852	)
Income tax expense		97			(55	)		42
Net loss from continuing operations	$	(1,614	)	$	(3,280	)	$	(4,894	)
Net loss per share:
Basic	$	(0.06	)		—		$	(0.17	)
Diluted	$	(0.06	)		—		$	(0.17	)
Weighted average shares outstanding:
Basic		28,741			—			28,741
Diluted		28,741			—			28,741

The accompanying notes are an integral part of the Unaudited Pro Forma Consolidated Financial Information.

SYCAMORE NETWORKS, INC.

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)

	Year Ended July 31, 2012
	Historical			Adjustments (D)			Pro forma (E)
Revenue:
Product	$	34,096		$	(34,096	)	$	—
Service		23,189			(23,189	)		—
Total revenue		57,285			(57,285	)		—
Cost of revenue:
Product		16,601			(16,376	)		225
Service		7,730			(7,730	)		—
Total cost of revenue		24,331			(24,106	)		225
Gross profit		32,954			(33,179	)		(225	)
Operating expenses:
Research and development		27,190			(13,924	)		13,266
Sales and marketing		10,444			(7,149	)		3,295
General and administrative		8,759			(4,270	)(F)		4,489
Asset impairments		790			—			790
Restructuring		(271	)		271			—
Total operating expenses		46,912			(25,072	)		21,840
Loss from continuing operations		(13,958	)		(8,107	)		(22,065	)
Interest and other income, net		1,098			—			1,098
Loss before income taxes		(12,860	)		(8,107	)		(20,967	)
Income tax expense		64			(76	)		(12	)
Net loss from continuing operations	$	(12,924	)	$	(8,031	)	$	(20,955	)
Net loss per share:
Basic	$	(0.45	)		—		$	(0.73	)
Diluted	$	(0.45	)		—		$	(0.73	)
Weighted average shares outstanding:
Basic		28,807			—			28,807
Diluted		28,807			—			28,807

The accompanying notes are an integral part of the Unaudited Pro Forma Consolidated Financial Information.

SYCAMORE NETWORKS, INC.

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)

	Year Ended July 31, 2011
	Historical			Adjustments (D)			Pro forma (E)
Revenue:
Product	$	24,486		$	(24,486	)	$	—
Service		24,202			(24,202	)		—
Total revenue		48,688			(48,688	)		—
Cost of revenue:
Product		14,408			(14,408	)		—
Service		8,102			(8,102	)		—
Total cost of revenue		22,510			(22,510	)		—
Gross profit		26,178			(26,178	)		—
Operating expenses:
Research and development		26,619			(15,144	)		11,475
Sales and marketing		10,755			(7,147	)		3,608
General and administrative		8,194			(3,873	)		4,321
Total operating expenses		45,568			(26,164	)		19,404
Loss from continuing operations		(19,390	)		(14	)		(19,404	)
Interest and other income, net		1,950			—			1,950
Loss before income taxes		(17,440	)		(14	)		(17,454	)
Income tax expense		358			(193	)		165
Net loss from continuing operations	$	(17,798	)	$	179		$	(17,619	)
Net loss per share:
Basic	$	(0.62	)		—		$	(0.62	)
Diluted	$	(0.62	)		—		$	(0.62	)
Weighted average shares outstanding:
Basic		28,567			—			28,567
Diluted		28,567			—			28,567
Cash distribution paid per common share	$	6.50					$	6.50

The accompanying notes are an integral part of the Unaudited Pro Forma Consolidated Financial Information.

SYCAMORE NETWORKS, INC.

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)

	Year Ended July 31, 2010
	Historical			Adjustments (D)			Pro forma (E)
Revenue:
Product	$	44,655		$	(44,655	)	$	—
Service		23,962			(23,962	)		—
Total revenue		68,617			(68,617	)		—
Cost of revenue:
Product		21,955			(21,955	)		—
Service		8,999			(8,999	)		—
Total cost of revenue		30,954			(30,954	)		—
Gross profit		37,663			(37,663	)		—
Operating expenses:
Research and development		31,685			(21,627	)		10,058
Sales and marketing		10,942			(8,247	)		2,695
General and administrative		9,098			(4,133	)		4,965
Asset impairments		1,076			(1,076	)		—
Restructuring		5,625			(5,625	)		—
Total operating expenses		58,426			(40,708	)		17,718
Loss from continuing operations		(20,763	)		3,045			(17,718	)
Interest and other income, net		5,592			—			5,592
Loss before income taxes		(15,171	)		3,045			(12,126	)
Income tax expense		(366	)		(312	)		(678	)
Net loss from continuing operations	$	(14,805	)	$	3,357		$	(11,448	)
Net loss per share:
Basic	$	(0.52	)		—		$	(0.40	)
Diluted	$	(0.52	)		—		$	(0.40	)
Weighted average shares outstanding:
Basic		28,422			—			28,422
Diluted		28,422			—			28,422
Cash distribution paid per common share	$	10.00			—		$	10.00

The accompanying notes are an integral part of the Unaudited Pro Forma Consolidated Financial Information.

SYCAMORE NETWORKS, INC.

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

(A) Reflects proceeds of $18.75 million from the Asset Sale.

(B) Reflects adjustments to eliminate the assets sold, and liabilities assumed, in the Asset Sale.

(C) Reflects adjustment for gain on the Asset Sale.

(D) To eliminate the results of operations for the Intelligent Bandwidth Management Business.

(E) Includes costs related to the Company’s IQstream mobile broadband optimization products (the “IQstream Business”). As previously reported, subsequent to the periods presented above, the Company halted further development and marketing of the IQstream Business, including the termination of all trials with prospective customers, and initiated various cost reduction actions associated with the IQstream Business.

(F) Includes transaction costs related to the Asset Sale of $1.2 million for the three months ended October 27, 2012 and $0.5 million for the twelve months ended July 31, 2012.