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 8, 2013 (February 7, 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 8.01: Other Events
On February 7, 2013, the Board of Directors (the “Board”) of Sycamore Networks, Inc. (the “Company”) approved a special cash distribution of $1.81 per share of common stock, par value $0.001 per share (the “Common Stock”). Each stockholder of record on February 18, 2013 will be entitled to receive $1.81 in cash for each share of Common Stock held by such stockholder. The cash distribution will be paid on February 28, 2013. In accordance with NASDAQ Rule 11140(b), the ex-dividend date will be March 1, 2013, the first business day following the payment date for the cash distribution.
As previously disclosed, the Board has not to date made a determination to proceed to file a certificate of dissolution. Further information regarding the liquidation and dissolution of the Company and the amount and timing of any additional distributions to stockholders will be provided in subsequent press releases or filings with the Securities and Exchange Commission as such information becomes available.
Item 9.01: Financial Statements and Exhibits
| 99.1 | Press Release issued by Sycamore Networks, Inc. dated February 8, 2013 |
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 8, 2013
Exhibit 99.1
CONTACT:
Alan Cormier
General Counsel and Secretary
Sycamore Networks, Inc.
978-250-2921
alan.cormier@sycamorenet.com
SYCAMORE NETWORKS, INC. ANNOUNCES SPECIAL CASH DISTRIBUTION OF $1.81 PER SHARE
CHELMSFORD, Mass., February 8, 2013 – Sycamore Networks, Inc. (NASDAQ: SCMR), today announced that, on February 7, 2013, its Board of Directors approved a special cash distribution of $1.81 per share of its common stock. The special cash distribution will be paid on February 28, 2013 to stockholders of record as of February 18, 2013. Given the amount of the special cash distribution, the Company expects that the ex-dividend date for the special cash distribution will be March 1, 2013, the day after the payment date for the special cash distribution.
The Company’s Board of Directors has not to date made a determination to proceed to file a certificate of dissolution. Further information regarding the liquidation and dissolution of the Company and the amount and timing of any additional distributions to stockholders will be provided in subsequent press releases or filings with the Securities and Exchange Commission as such information becomes available.
About Sycamore Networks, Inc.
Sycamore Networks, Inc. (NASDAQ: SCMR) is based in Chelmsford, Massachusetts. For more information, please visit www.scmrinc.com.
Safe Harbor for Forward-Looking Statements
We wish to caution you that certain matters discussed in this press release may constitute “forward-looking statements,” as defined under the federal securities laws. Risks and uncertainties relating to the Company could cause actual events and results to differ materially from those stated or implied in such statements. Potential risks and uncertainties include, among others, the Company’s Board of Directors may determine to abandon or delay the implementation of the plan of complete liquidation and dissolution of the Company; the Company’s inability to predict the timing or amount of any additional cash distributions to stockholders; in the event that the Company proceeds with the plan of complete liquidation and dissolution, the Company’s stockholders could be liable to the Company’s creditors in the event that the Company fails to create an adequate contingency reserve to satisfy claims against it; and the Company’s continuing costs associated with complying with public company reporting requirements. More information about potential factors that could affect the Company’s dissolution and the amount of any future distributions is included in the section entitled “Risk Factors” in the Company’s filings 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.