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

October 23, 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 3.01: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 18, 2006, Sycamore Networks, Inc. (the "Company") received a letter from the Staff of The Nasdaq Stock Market ("Nasdaq") indicating that as a result of the Company’s failure to file with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended July 31, 2006, the Company is not in compliance with Nasdaq requirements for continued listing set forth in Nasdaq Marketplace Rule 4310(c)(14). Nasdaq Marketplace Rule 4310(c)(14) requires that listed companies make on a timely basis all filings with the Securities and Exchange Commission, as required by the Securities Act of 1934, as amended. Nasdaq rules permit companies that have received a delisting notification to request a hearing with a Nasdaq Listing Qualifications Panel to appeal the Staff’s determination to delist its stock. The Company intends to request such a hearing to appeal the Staff’s determination. Until the Panel issues a determination and the expiration of any exception granted by the Panel, the Company’s common stock will continue to be traded on the Nasdaq National Market.

While the Company is working diligently to complete the investigation and to file an Annual Report on Form 10-K, there can be no assurance that the Panel will grant the Company’s request for an exception that would allow the continued listing of the Company’s common stock on Nasdaq until the Company files its Annual Report on Form 10-K for the year ended July 31, 2006 with the Securities and Exchange Commission.

On October 23, 2006, the Company issued a press release, attached to this Current Report on Form 8-K as Exhibit 99.1, reporting that the Company received the letter from Nasdaq described in this Current Report on Form 8-K.

Item 9.01: Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number Description

99.1 Press Release issued by the Company dated October 23, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company 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: October 23, 2006

EX-99

Exhibit 99.1

CONTACT:
Press Inquiries Public Relations Sycamore Networks, Inc. 978-250-3433 scott.larson@sycamorenet.com	Investor Relations Investor Inquiries Sycamore Networks, Inc. 978-250-3460 investor.info@sycamorenet.com

SYCAMORE NETWORKS RECEIVES EXPECTED NOTICE OF PENDING DELISTING FROM NASDAQ DUE TO LATE FILING OF FORM 10-K

CHELMSFORD, Mass., October 23, 2006 – Sycamore Networks, Inc. (NASDAQ: SCMR), today announced that due to the delay in filing its Form 10-K for the year ended July 31, 2006, it has received, as expected, a letter from the Staff of the Nasdaq Stock Market indicating that the Company’s common stock is subject to delisting pursuant to Nasdaq Marketplace Rule 4310(c)(14). That Rule requires the Company to make on a timely basis all filings with the Securities and Exchange Commission, as required by the Securities Exchange Act of 1934, as amended.

Sycamore will appeal the Nasdaq Staff’s determination by requesting a hearing before a Nasdaq Listing Qualifications Panel, which will automatically stay the delisting of Sycamore common stock pending the Panel’s review and determination. Until the Panel issues a determination and the expiration of any exception granted by the Panel, Sycamore’s common stock will continue to be traded on The Nasdaq National Market.

As previously announced, Sycamore has delayed filing its Form 10-K due to an ongoing investigation being directed by the Audit Committee of its Board of Directors into the granting of stock options and related accounting. While the Company is working diligently to complete the investigation and file its Form 10-K, there can be no assurance that the Panel will grant the Company’s request for an exception that would allow the continued listing of the Company’s common stock on The Nasdaq National Market.

About Sycamore Networks

Sycamore Networks, Inc. (NASDAQ: SCMR) is a leading provider of intelligent networking solutions for fixed line and mobile network operators worldwide. From multiservice access networks to the optical core, 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.

We wish to caution you that certain matters discussed in this news release constitute forward-looking statements that involve risks and uncertainties. Readers are cautioned that actual results or events could differ materially from those stated or implied in forward-looking statements. These risks and uncertainties include, but are not limited to, risks relating to the formal investigations commenced by the Securities and Exchange Commission and the U.S. Attorney’s office with respect to certain stock options granted by the Company, additional actions and findings that may result from the ongoing investigation into such stock options and the accounting therefor, including the restatement of previously issued financial statements, and the possible delisting of the Company’s common stock by Nasdaq. Certain additional risks are set forth in more detail in the section entitled Factors that May Affect Future Results in the Company's most recently filed Form 10-Q, Form 10-K and the other reports filed by the Company from time to time 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.