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 20, 2012 (September 19, 2012)

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 2.02: Results of Operations and Financial Condition.

On September 20, 2012, the Registrant reported its revenue results for the fourth quarter and fiscal year ended July 31, 2012.

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.

The information contained herein and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference into such filing. The information in this report, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.

Item 8.01: Other Events.

On September 19, 2012, the Board of Directors of the Registrant approved a special cash distribution of $10.00 per share of common stock, par value $0.001 (the “Common Stock”).  Each stockholder of record on October 1, 2012 will be entitled to receive $10.00 in cash for every share of Common Stock held by such stockholder.  The cash distribution will be paid on October 11, 2012.  In accordance with NASDAQ Rule 11140(b), the ex-dividend date will be October 12, 2012, the first business day following the payment date for the cash distribution.

Item 9.01: Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release of the Registrant, dated September 20, 2012

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:  September 20, 2012

EX-99.1

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

SYCAMORE NETWORKS ANNOUNCES FOURTH QUARTER AND FISCAL YEAR 2012 REVENUE

Board of Directors Approves Special Cash Distribution of $10.00 Per Share

CHELMSFORD, Mass., September 20, 2012 – Sycamore Networks, Inc. (NASDAQ: SCMR) today announced revenue for its fiscal fourth quarter and year ended July 31, 2012 of $16.8 million and $57.3 million, respectively. This compares to $13.0 million and $48.7 million for the comparable 2011 fiscal periods. All revenues were derived from sales of the Company’s Intelligent Bandwidth Management products and services.

The Company ended the year with cash, cash equivalents and short and long-term investments of $439.4 million compared to $441.4 million at July 31, 2011.

Full financial results for the Company’s fourth quarter and fiscal year 2012 are pending completion of impairment testing for long-lived assets, which the Company is periodically required to assess. The Company expects that charges, if any, would be non-cash and are estimated not to exceed $2.0 million.  After completion of this analysis, the Company expects to release its final financial results within its required filing deadlines.

The Company also announced that, on September 19, 2012, its Board of Directors approved a special cash distribution of $10.00 per share of common stock. The cash distribution will be paid on October 11, 2012 to stockholders of record as of October 1, 2012. In accordance with NASDAQ Rule 11140(b), the ex-dividend date will be October 12, 2012, the first business day following the payment date for the cash distribution.

About Sycamore Networks

Sycamore Networks, Inc. (NASDAQ: SCMR) develops and markets intelligent bandwidth management solutions for fixed line and mobile network operators worldwide.  We also develop and market a mobile broadband solution designed to help mobile operators reduce congestion in mobile access networks.  Sycamore products enable network operators to efficiently and cost-effectively provision and manage network capacity to support a wide range of converged services such as voice, video and data.  Our global customer base includes Tier 1 service providers, government agencies, and utility companies. For more information, please visit www.sycamorenet.com.

Caution Regarding Forward-Looking Statements

We wish to caution you that certain matters discussed in this news release may constitute “forward-looking statements,” as defined under the federal securities laws.  Risks and uncertainties relating to the Company’s business 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 reliance on a limited number of customers; industry pricing pressures; the Company’s decision to focus future development efforts on mobile broadband optimization opportunities; the high cost of product development and keeping pace with evolving features and technologies desired by customers; unexpected difficulties in developing and marketing new mobile broadband optimization products; the inability of new products to achieve market acceptance or to function as expected; the consolidation of both suppliers and customers in the telecommunications marketplace; possible changes to the Company’s business in connection with consideration of strategic options to enhance shareholder value; and general economic conditions. More information about potential factors that could affect the Company’s business and financial results is included in the section entitled "Risk Factors" in the Company's  reports filed on Forms 10-Q and 10-K 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.