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

~~February~~April 121, 2016

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.)

300 Brickstone Square, Suite 201

Andover, MA 01810

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (978) 662-5245

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 84.01: ~~Other~~Changes ~~Events~~in Registrant’s Certifying Accountant.

~~As previously reported, on March 7, 2013, Sycamore Networks, Inc.~~ (~~the “Company”) filed~~ a certificate of dissolution with the Secretary of State of the State of Delaware pursuant to the Plan of Complete Liquidation and Dissolution previously approved by the Company’s Board of Directors and stockholders. In accordance with applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”), ~~the~~Dismissal Company’s corporate existence is scheduled to cease on March 7, 2016 following a three-year wind down period. On February 12, 2016, the Company filed a petition (the “Petition”) in the Delaware Court of ~~Chancery~~independent ~~(the~~registered ~~“Court~~public ofaccounting Chancery”) requesting an extension in accordance with the DGCL of up to an additional two years of the Company’s wind down period, or such shorter period as the Board of Directors of the Company deems necessary to make a final determination with respect to the Company’s remaining non-cash assets, which primarily consist of an investment in Tejas Networks India Private Limited, a private company in India (“Tejas”)firm. The Company currently believes that it may be possible to realize some value with respect to its investment in Tejas; however, the possible receipt of any such potential value is subject to substantial risks and uncertainties which are outside of the Company’s control, including certain obligations between the stockholders of Tejas, and the Company has determined that it cannot reasonably provide an estimate of the net realizable value of its Tejas investment at this time. There can be no assurance as to when, if ever, the Company will be able to realize any value with respect to its investment in Tejas.

~~The~~On ~~Company stated in the Petition that (i)~~April it1, ~~intends to retain approximately $3.54 million to cover anticipated expenses that may arise during the two-year extension period~~2016, ~~which~~Sycamore ~~includes $514~~Networks,~~000~~ ~~currently~~Inc. ~~being reserved for wind down costs and expenses for~~ (the ~~period~~“Company”) ~~through~~dismissed ~~March 7,~~PricewaterhouseCoopers ~~2016;~~LLP (ii“PwC”) it ~~expects~~as ~~to distribute to~~ the Company’s ~~stockholders~~independent ~~from~~registered ~~time~~public ~~to time~~accounting ~~any~~firm, ~~portion~~effective as of ~~the $3.54 million~~ that issame ~~not~~date. ~~required~~The todismissal ~~cover~~of ~~wind~~PwC ~~down~~was ~~costs and expenses~~approved, asafter ~~may~~careful bedeliberation, ~~determined~~ by the Board ~~in its discretion; and (iii) following a final determination by the Company’s Board~~ of Directors ~~with respect~~of to the Company’s ~~remaining non-cash assets,~~ (the ~~Company~~“Board”) ~~would~~following ~~expect to make~~ a ~~final~~process ~~liquidating distribution and conclude the dissolution period. The Company is currently waiting for a disposition regarding the Petition from the Court~~to ofreview ~~Chancery.~~which ~~There~~audit ~~can~~firm bewould noserve ~~assurance~~as ~~that~~ the ~~Court~~Company’s ofindependent ~~Chancery~~registered ~~will~~public ~~enter~~accounting ~~an order to extend the wind down period as requested in the Petition~~firm.

~~SIGNATURES~~PwC’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended July 31, 2014 and 2015 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle, except that the reports indicated that the Company changed its basis of accounting for periods subsequent to March 23, 2013 from the going concern basis to a liquidation basis.

~~Pursuant~~During tothe fiscal years ended July 31, 2014 and 2015, and the ~~requirements~~subsequent ofinterim period through April 1, 2016, there were (i) no disagreements, within the ~~Securities~~meaning ~~Exchange~~of ~~Act~~Item 304(a)(1)(iv) of ~~1934~~Regulation S-K, between the ~~Registrant~~Company ~~has~~and ~~duly~~PwC ~~caused~~on ~~this~~any ~~report~~matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to bePwC’s ~~signed~~satisfaction, onwould ~~its~~have ~~behalf~~caused byPwC to make reference thereto in their reports on the ~~undersigned~~consolidated financial statements for such fiscal years, and (ii) no reportable events (as defined in ~~thereunto~~Item 304(a)(1)(v) ~~duly~~of ~~authorized~~Regulation S-K).

~~Sycamore~~The ~~Networks,~~Company ~~Inc.~~provided ~~By:~~PwC ~~/s/~~with ~~David~~a ~~Guerrera~~copy ~~David~~of ~~Guerrera~~this ~~President,~~Current ~~General~~Report ~~Counsel~~on Form 8-K prior to its filing with the United States Securities and ~~Secretary~~Exchange Commission (~~Duly~~“SEC”) ~~Authorized~~and ~~Officer~~requested ~~and~~that ~~Principal~~PwC ~~Executive~~furnish ~~Officer~~the Company with a letter addressed to the SEC stating whether PwC agrees with the above statements in this Item 4.01(a). A copy of PwC’s letter, dated April 7, 2016, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

~~Dated:~~(b) ~~February 17,~~Appointment ~~2016~~of new independent registered public accounting firm.

On April 1, 2016, the Board approved the appointment of Moody, Famiglietti & Andronico, LLP (“MFA”) as the Company’s independent registered public accounting firm commencing for its quarter ending April 30, 2016 and its fiscal year ending July 31, 2016.

In connection with the Company’s appointment of MFA as the Company’s independent registered accounting firm, the Company has not consulted MFA on any matter relating to either (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

16.1

Letter to SEC from PwC, dated April 7, 2016

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/ David Guerrera
		David Guerrera
		President, General Counsel and Secretary (Duly Authorized Officer and Principal Executive Officer)

Dated: April 7, 2016

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