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Description of Business
9 Months Ended
Apr. 27, 2013
Description of Business

1.  Description of Business

Prior to February 1, 2013, the Company developed and marketed Intelligent Bandwidth Management solutions for fixed line and mobile network operators worldwide and provided services associated with such products (the “Intelligent Bandwidth Management Business”), and, prior to November 1, 2012, also developed and marketed a mobile broadband optimization solution (the “IQstream Business”). As used in these notes to the consolidated financial statements, unless otherwise expressly stated or the context indicates otherwise, “Sycamore,” “we,” “us” or “our” refers collectively to Sycamore Networks, Inc. (the “Company”) and its subsidiaries.

On October 23, 2012, the Company entered into an Asset Purchase and Sale Agreement (the “Asset Sale Agreement”) with Sunrise Acquisition Corp. (now known as Sycamore Networks Solutions, Inc.), a portfolio company of Marlin Equity Partners (“Buyer”), pursuant to which Buyer agreed to acquire substantially all of the assets (the “Asset Sale”) primarily related to the Intelligent Bandwidth Management Business, including inventory, fixed assets, accounts receivable, intellectual property rights (other than patents and patent applications), contracts, certain real estate leases, the Company’s subsidiaries in Shanghai, the Netherlands and Japan, and certain shared facilities and assets for $18.75 million in cash, subject to a working capital adjustment, and the assumption by Buyer of certain liabilities. The Company’s stockholders authorized the Asset Sale at a Special Meeting of Stockholders held on January 29, 2013 (the “Special Meeting”), and the Asset Sale was completed on January 31, 2013 (the transfer of the Company’s equity interests in its Shanghai subsidiary, which was subject to the receipt of government approval, occurred on March 25, 2013). Upon the closing of the Asset Sale, Buyer acquired substantially all of the Company’s operating assets relating to the Intelligent Bandwidth Management Business, including the Company’s accounts receivable, inventories and prepaid and other assets, and assumed most of the Company’s remaining current liabilities, including substantially all of the Company’s deferred revenue and accrued warranty obligations. On April 22, 2013, the Company commenced litigation against Buyer and certain of its affiliates with respect to certain amounts due under the Asset Sale Agreement. In connection with such litigation, on May 28, 2013, the Company and such parties reached an agreement pursuant to which (1) the Company agreed to dismiss the pending litigation without prejudice, (2) Buyer paid certain undisputed amounts owed to the Company and (3) the parties agreed to submit the remaining issues relating to amounts in dispute of approximately $1.4 million to arbitration for resolution by a neutral accountant. Following receipt of the aforementioned undisputed amounts, the Company dismissed the pending lawsuit without prejudice. For additional information concerning this litigation, see Note 10: “Commitments and Contingencies.”

In conjunction with the approval of the Asset Sale Agreement, the Company’s Board of Directors (the “Board”) also approved the liquidation and dissolution of the Company (the “Dissolution”) pursuant to a Plan of Complete Liquidation and Dissolution (the “Plan of Dissolution”) following the completion of the Asset Sale. The Plan of Dissolution was also approved by the stockholders at the Special Meeting and, following a review of the Company’s strategic alternatives for all of the Company’s assets and available options for providing value to the Company’s stockholders, the Company filed a certificate of dissolution with the Secretary of State of the State of Delaware (the “Certificate of Dissolution”) on March 7, 2013. For additional information regarding the Dissolution, please see the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on December 28, 2012 and its Current Report on Form 8-K filed with the SEC on March 8, 2013.

In connection with the filing of the Certificate of Dissolution, on March 7, 2013 the Company closed its stock transfer books and discontinued recording transfers of its common stock, $0.001 par value per share (the “Common Stock”). The Common Stock, and stock certificates evidencing the shares of Common Stock, are no longer assignable or transferable on the Company’s books, other than transfers by will, intestate succession or operation of law. The Company also submitted a request to The NASDAQ Stock Market (“NASDAQ”) to suspend trading of the Common Stock on The NASDAQ Global Select Market effective as of the close of trading on March 7, 2013 and, on March 15, 2013, the Company filed a Form 25 with the SEC to delist its Common Stock, which became effective prior to the opening of trading on March 25, 2013. Since the suspension of trading of the Common Stock on The NASDAQ Global Select Market, shares of our Common Stock held in street name with brokers have been trading in the over-the-counter market on the Pink Sheets, an electronic bulletin board established for unlisted securities.

Effective as of the close of business on April 1, 2013, three members of the Company’s then-current Board resigned, the number of directors constituting the Board was reduced to three and Alan Cormier, the Company’s General Counsel and Secretary, was appointed to the Board to fill the resulting vacancy. During the quarter the Board also approved the termination of the employment of Daniel E. Smith, Sycamore’s President and Chief Executive Officer, effective April 8, 2013, and Paul F. Brauneis, Sycamore’s Vice President of Finance and Administration, Chief Financial Officer and Treasurer, effective as of April 1, 2013, and Kevin J. Oye, Sycamore’s Vice President, Systems and Technology, effective as of April 8, 2013. Mr. Cormier became President and Chief Executive Officer upon Mr. Smith’s departure, and Anthony Petrillo, the Company’s Controller, became Chief Financial Officer upon Mr. Brauneis’ departure. Mr. Smith remained on the Board as a non-employee director.

As a result of the completion of the Asset Sale and the Company’s previously announced halting of further development and marketing in connection with the IQstream Business, the Company no longer has any operating assets or revenue. Since the filing of the Certificate of Dissolution, the Company has been operating in accordance with the Plan of Dissolution, which contemplates an orderly wind down of the Company’s business, including the disposition of the IQstream Business, the sale or monetization of the Company’s other remaining non-cash assets, and the satisfaction or settlement of its liabilities and obligations, including contingent liabilities and claims. On March 27, 2013, in light of the Board’s views as to the prospects for the IQstream Business, the Board determined to terminate all of the remaining IQstream Employees, effective April 1, 2013. As of June 6, 2013, the Company had four remaining employees. The Company continues to pursue its options with respect to the assets of the IQstream Business, including a possible sale of the intellectual property, equipment and other assets of the IQstream Business, either together or separately. On May 24, 2013, the Company entered into a Restated Purchase and Sale Agreement to sell its parcel of undeveloped land located in Tyngsborough, MA to Tyngsborough Commons, LLC (“Tyngsborough Commons”) for a total purchase price of $3.5 million. The Company expects to complete the sale on or about August 30, 2013, subject to the right of Tyngsborough Commons to request a 45 day extension. The closing of the sale is subject to the satisfaction of customary closing conditions, some of which are outside of the Company’s control and, accordingly, there can be no assurance when or if such closing will occur. During the Dissolution period, the Company will continue to pursue the liquidation of its remaining non-cash assets to cash for possible distribution to our stockholders.

Subject to uncertainties inherent in the winding up of the Company’s business, we expect to make an additional liquidating distribution as promptly as practicable after payment of, or provision for, outstanding claims in accordance with Delaware law. However, the Dissolution process and the payment of any distribution to stockholders involve substantial risks and uncertainties, as discussed below in “Item 1A. Risk Factors”. Accordingly, it is not possible to predict the timing or aggregate amount which will ultimately be distributed to stockholders, and no assurance can be given that the distributions will equal or exceed the estimate presented in the Statement of Net Assets accompanying this Quarterly Report on Form 10-Q.

On February 28, 2013, the Company paid a special cash distribution to its stockholders of $1.81 per share of Common Stock, or $52.3 million in the aggregate. The $52.3 million paid on February 28, 2013 is in addition to the $361.0 million in distributions the Company previously paid to stockholders in fiscal 2013. As a result of having an accumulated deficit, the special cash distributions were recorded as reductions to additional paid-in capital.