-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QDRHkfDXB2hPwa1jcDmbE5H5aC8mUOaTrHoRT372yRlUZOqrpjDmUx7KozLJ0Z6P IoxC96i7IAeQRFhsJ4RuEw== 0001341004-06-002507.txt : 20060911 0001341004-06-002507.hdr.sgml : 20060911 20060911172813 ACCESSION NUMBER: 0001341004-06-002507 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060911 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20060911 DATE AS OF CHANGE: 20060911 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYCAMORE NETWORKS INC CENTRAL INDEX KEY: 0001092367 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 043410558 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27273 FILM NUMBER: 061084974 BUSINESS ADDRESS: STREET 1: 220 MILL ROAD CITY: CHELMSFORD STATE: MA ZIP: 01824 BUSINESS PHONE: 9782502900 MAIL ADDRESS: STREET 1: 220 MILL ROAD CITY: CHELMSFORD STATE: MA ZIP: 01824 8-K 1 syc8k.htm FORM 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 11, 2006 (September 5, 2006)

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:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

Item 1.01: Entry into a Material Definitive Agreement

 

On September 5, 2006, the Compensation Committee of the Board of Directors of Sycamore Networks, Inc. (the "Company") approved fiscal year 2007 salaries and fiscal year 2007 [target] bonus opportunities for the following executive officers: Richard J. Gaynor, Chief Financial Officer, Vice President, Finance and Administration, Secretary and Treasurer, base salary of $265,000 and annual bonus of $115,000; Kevin J. Oye, Vice President, Systems and Technology, base salary of $225,000 and annual bonus of $110,000; John E. Dowling, Vice President, Operations, base salary of $194,000; John B. Scully, Vice President, Worldwide Sales and Support, base

 

 


 

salary of $235,000 and annual bonus of $245,000; Alan R. Cormier, General Counsel, base salary of $220,000. Annual bonus awards for the foregoing officers will be based upon the Company’s achievement of certain financial metrics and the respective officers’ attainment of certain individual performance goals.

 

On September 6, 2006, the Board of Directors (the "Board") appointed Mr. John B. Scully as Vice President, Worldwide Sales and Support. Mr. Araldo Menegon has resigned from such position. The Compensation Committee also granted a non-statutory stock option to Mr. Scully under the Company's 1999 Stock Incentive Plan, as amended, to purchase 500,000 shares of our common stock effective September 6, 2006, at an exercise price of $3.58, which was the closing price of the Company's common stock on Nasdaq on that date. The option is scheduled to vest, subject to Mr. Scully's continued employment, as follows: 20 % will vest on the first anniversary of the grant date and thereafter, 5% will vest quarterly over the next twenty quarters. The Board also provided that Mr. Scully be granted a Change in Control Agreement and an Indemnification Agreement.

 

Finally, the Compensation Committee approved a Transition Agreement and Release for Mr. Araldo Menegon, following his resignation as an executive officer and as Vice President, Worldwide Sales and Support. The agreement provides for (i) an immediate lump sum payment of $200,000, plus $29,756.74 for accrued vacation, commissions and payment in lieu of providing career transition services; (ii) the payment of his base salary of $200,000 over the next twelve months in accordance with Sycamore’s normal payroll practices; and (iii) the continued vesting of his stock options over the next twelve month period. In consideration of the aforementioned items, Mr. Menegon (i) agrees to be available for consulting services and special projects at the request of the Chief Executive Officer; (ii) agrees to a non-compete and non-solicitation provision; and (iii) agrees to a general release of claims against the Company.

 

 

 


 

 

 

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/ Richard J. Gaynor

Richard J. Gaynor

Chief Financial Officer

Vice President, Finance and Administration,

Secretary and Treasurer

(Duly Authorized Officer and Principal

Financial and Accounting Officer)

 

Dated: September 11, 2006

 

 

 

 

 

 

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