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~~November 122, 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 ~~filenumber~~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 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnIn ~~October 12,~~connection ~~2016,~~with the ~~Board~~completion of ~~Directors~~the ofliquidation and dissolution of Sycamore Networks, Inc. ~~(“Sycamore”~~ or (the “Company”), ~~approved~~as ~~the~~further ~~termination~~described ofbelow, ~~employment~~and ofby ~~David~~letters ~~Guerrera~~to as the Company’s ~~President,~~board ~~General Counsel and Secretary, effective as~~ of directors (the ~~close~~“Board”) ofdated ~~business on October~~November 122, 2016., Ineach ~~connection with~~of ~~the~~David ~~termination~~Guerrera, ofthe ~~Mr. Guerrera~~Company’s ~~employment~~Principal Executive ~~with the Company~~Officer, ~~the~~President ~~Board~~and ofSecretary ~~Directors~~and ~~approved~~a ~~the~~director ~~payment~~ of ~~a discretionary cash bonus to Mr. Guerrera in~~ the ~~amount~~Company; ofAnthony ~~$100~~Petrillo,~~000.~~ ~~The~~the Company’s ~~also~~Principal ~~entered~~Financial ~~into~~Officer aand ~~Services Consulting~~Treasurer; ~~Agreement~~and ~~with~~Alan MrR. ~~Guerrera~~ onCormier ~~October 12,~~and ~~2016,~~Daniel ~~pursuant to which Mr~~E. ~~Guerrera~~ Smith, ~~following~~each ~~the~~a ~~termination~~director of ~~his employment with~~ the Company, ~~will~~resigned ~~provide~~from ~~certain~~their respective ~~consulting~~positions ~~and~~with ~~other services to~~ the Company ~~relating~~effective ~~to the~~as ~~completion~~ of the ~~previously~~close ~~announced dissolution~~ of ~~the~~business ~~Company~~on ~~(the~~November 23, ~~“Consulting~~2016, ~~Agreement”).~~in ~~Under~~each ~~the~~case, ~~terms~~contingent ofupon the ~~Consulting~~successful ~~Agreement,~~completion ~~Mr. Guerrera~~of ~~will~~the bewinding ~~entitled~~up toof ~~receive $5,000 per month, and he will continue to serve as~~ the Company’s ~~President,~~affairs ~~Secretary~~at ~~and~~or ~~Principal~~prior ~~Executive~~to ~~Officer~~such ~~on a non-employee basis~~time.

~~Pursuant~~Item ~~to the Severance Pay Agreement, dated as of April 15, 2013, by and between the Company and Mr~~8. ~~Guerrera~~01: ~~(the~~Other ~~“Severance Pay Agreement”), Mr~~Events. Guerrera, following the receipt by the Company of a release satisfactory to it, will be entitled to receive certain benefits pursuant to such agreement in connection with the termination of his employment, including an amount equal to Mr. Guerrera’s annual base salary of $60,000 and outplacement services at the Company’s expense for a period of 26 weeks.

~~The~~As previously ~~foregoing~~reported, ~~descriptions~~the Company filed a certificate of dissolution with the ~~Consulting~~Secretary ~~Agreement~~of ~~and~~State of the ~~Severance~~State ~~Pay~~of ~~Agreement~~Delaware doon ~~not~~March 7, ~~purport~~2013. toOn ~~be complete~~February 25, ~~and~~2016, ~~are~~the ~~qualified~~Delaware inCourt ~~their~~of ~~entirety~~Chancery bygranted ~~reference~~the Company’s petition to extend the ~~full~~Company’s ~~text~~corporate ~~of,~~existence ~~respectively,~~for ~~the~~an ~~Consulting~~additional ~~Agreement,~~period ~~which~~of isup ~~filed~~to astwo ~~Exhibit~~years, ~~10.1~~ending ~~hereto~~on ~~and~~March 7, is2018, ~~incorporated~~or ~~herein~~such byshorter ~~reference,~~period ~~and~~as the ~~Severance~~Board ~~Pay~~deems ~~Agreement~~necessary, ~~which~~in isorder ~~filed~~to ~~as Exhibit~~permit ~~10.4~~the Company to ~~Sycamore’s~~make ~~Current~~a ~~Report~~final ondetermination ~~Form~~with ~~8-K~~respect ~~filed~~to ~~with~~ the Company’s ~~U.S.~~remaining ~~Securities~~non-cash ~~and~~assets, ~~Exchange~~which ~~Commission~~primarily (consisted of the ~~“SEC”)~~Company’s oninvestment ~~December 23,~~in ~~2013~~Tejas ~~and~~Networks isLimited, ~~incorporated~~an ~~herein~~Indian byprivate ~~reference~~company (“Tejas”).

~~Item~~Also 9as previously reported, on August 2, 2016, the Company completed the sale of all of its equity shares of Tejas to Samena Spectrum Co, a company incorporated under the laws of Mauritius, pursuant to a Share Purchase Agreement dated as of August 2, 2016 (the “Share Purchase Agreement”) for an aggregate purchase price of $3.~~01:~~5 ~~Financial~~million. ~~Statements~~Pursuant to the Share Purchase Agreement, certain of the Company’s representations and ~~Exhibits~~warranties survived the closing until the earlier of January 30, 2017 or, if the Board, on or after November 1, 2016, adopts a resolution authorizing the completion of the liquidation of the Company’s assets and the making of a final liquidating distribution to the Company’s stockholders in accordance with the DGCL, the date immediately preceding the date of such resolution, and the Company may then undertake to complete its liquidation and dissolution at such time.

ExhibitNumber		Description
10.1		Consulting Services Agreement between Sycamore Networks, Inc. and David Guerrera, dated as of October 12, 2016
10.2		Severance Pay Agreement between Sycamore Networks, Inc. and David Guerrera, dated as of April 15, 2013 (incorporated by reference to Exhibit 10.4 to Sycamore’s Current Report on Form 8-K filed with the SEC on December 23, 2013)

On November 2, 2016, the Board adopted a resolution providing that the Company’s affairs shall be deemed to have been wound up as of the close of business on November 23, 2016, and in connection therewith authorized and declared a final liquidating distribution of $0.2261 in cash per share of the Company’s common stock, par value $0.001 per share (the “Common Stock”), or approximately $6,530,214 million in the aggregate, to holders of record of Common Stock as of November 12, 2016 (the “Record Stockholders”), to be paid on November 21, 2016. In accordance with FINRA Rule 11140(b), the Company expects the ex-dividend date will be November 22, 2016, the first business day following the payment date for the final liquidating distribution.

~~SIGNATURES~~This final liquidating distribution will effect the distribution to stockholders of the Company’s remaining assets as of November 23, 2016. Record Stockholders do not need to return or tender their shares of Common Stock to the Company in order to receive this final liquidating distribution, which will be in complete cancellation of all of the outstanding shares of Common Stock.

~~Pursuant~~The toCompany ~~the~~will ~~requirements~~file ofa ~~the~~final ~~Securities~~Current ~~Exchange~~Report ~~Act of 1934, the Registrant has duly caused this report to be signed~~ on ~~its~~Form ~~behalf~~8-K byfollowing payment of the ~~undersigned~~final ~~thereunto~~liquidating ~~duly authorized~~distribution.

~~Sycamore~~2 ~~Networks, Inc.~~

~~By:~~SIGNATURES ~~/s/ David Guerrera David Guerrera President and Secretary (Duly Authorized Officer and Principal Executive Officer)~~

~~Dated:~~Pursuant ~~October 18~~to the requirements of the Securities Exchange Act of 1934, ~~2016~~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 and Secretary
				(Duly Authorized Officer and Principal Executive Officer)

Dated: November 2, 2016

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