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

April 28, 2008

(April 28, 2008)

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:

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

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

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

ÿ 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 April 28, 2008, Sycamore Networks, Inc. (the “Registrant”) issued a press release which disclosed that the Registrant expected revenues for the quarter ended April 26, 2008 to approximate $21 million as a result of lower than expected orders from one of the Registrant's major customers.  It also noted that it believes that the third quarter revenue shortfall will also likely impact its previously stated objective of equaling or exceeding fiscal 2007 revenues for the current fiscal year.

A copy of the press release issued by the Registrant with respect to the foregoing is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01: Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number	Description
99.1	Press Release of the Registrant, dated April 28, 2008.

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/ Alan R. Cormier
	Alan R. Cormier
	General Counsel and Secretary
	(Duly Authorized Officer)

Dated: April 28, 2008

EX-99.1

Exhibit 99.1

CONTACT:

Press Inquiries	Investor Inquiries
Scott Larson	Robert Travis
Sycamore Networks	Sycamore Networks, Inc.
978-250-3433	978-250-3432
scott.larson@sycamorenet.com	bob.travis@sycamorenet.com

SYCAMORE NETWORKS ANNOUNCES PRELIMINARY THIRD QUARTER REVENUE RESULTS

CHELMSFORD, Mass.,April 28, 2008 – Sycamore Networks, Inc. (NASDAQ: SCMR) today announced that it estimates revenue for its third quarter ending April 26, 2008 will approximate $21 million, compared with revenues of $41.5 million in the second quarter of fiscal year 2008 and $43.5 million in the comparable quarter of fiscal year 2007.

The primary factor impacting third quarter revenue was lower than expected orders associated with one of the Company’s major customers. The Company also said it believes this unanticipated third quarter revenue shortfall will also likely impact its previously stated objective of equaling or exceeding fiscal year 2007 revenues.

“We are disappointed with our third quarter revenue level, which reflects the challenges and unpredictability associated with a highly concentrated customer base,” said Daniel E. Smith, president and chief executive officer. “We remain focused on expanding our customer base, and we believe our value proposition will continue to resonate with current and prospective customers as demand for agile bandwidth increases.”

The expected third quarter revenue is based on preliminary information for the quarter ending April 26, 2008. The Company expects to report final third quarter financial results at the end of May. Specific information related to the Company’s third quarter financial results release date and conference call will be provided at a later date.

About Sycamore Networks

Sycamore Networks, Inc. (NASDAQ: SCMR) is a leading provider of intelligent bandwidth management 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 regarding future events that involve risks and uncertainties. Readers are cautioned that actual results or events could differ materially from those stated or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to, the findings, including possible tax liabilities and penalties resulting

from the audit of certain of the Company's income tax returns by the Internal Revenue Service; risks resulting from the formal stock option investigation commenced by the Securities and Exchange Commission, such as a civil proceeding which may seek, among other things, injunctive relief and a civil penalty; the investigation by the U.S. Attorney’s office with respect to stock option matters; and other additional actions and findings that may result from the ongoing investigation into such stock options and the accounting therefore, including the restatement of previously issued financial statements and certain purported shareholder derivative actions filed against the Company and certain of its current and former officers and directors; the Company’s reliance on a limited number of customers; variation in the company’s quarterly results; industry pricing pressures and competitive factors including new product introductions impacting customer orders; the consolidation of both suppliers and customers in the telecommunications marketplace and general economic conditions. Certain additional risks are set forth in more detail in the section entitled "Risk Factors" in the Company's most recent Quarterly Report on Form 10-Q and Annual Report on Form 10-K filed by the Company 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.