UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED JANUARY 25, 2014
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 000-27273
SYCAMORE NETWORKS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 04-3410558 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
220 Mill Road
Chelmsford, Massachusetts 01824
(Address of principal executive offices)
(Zip code)
(978) 250-2900
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller Reporting Company | x | |||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of shares outstanding of the registrant’s Common Stock as of March 3, 2014 was 28,882,093.
Sycamore Networks, Inc.
Index | Page No. | |||||
Part I. | 3 | |||||
Item 1. | 3 | |||||
Consolidated Statement of Net Assets (Liquidation Basis) as of January 25, 2014 and July 31, 2013 | 3 | |||||
| 4 | ||||||
| 5 | ||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 12 | ||||
Item 3. | 15 | |||||
Item 4. | 16 | |||||
Part II. | 17 | |||||
Item 1. | 17 | |||||
Item 1A. | 17 | |||||
Item 2. | 17 | |||||
Item 4. | 17 | |||||
Item 6. | 18 | |||||
| 20 | ||||||
2
Consolidated Statement of Net Assets (Liquidation Basis)
(in thousands, except per share and share data)
(unaudited)
| January 25, 2014 | July 31, 2013 | |||||||
Assets | ||||||||
Cash and cash equivalents | $ | 17,475 | $ | 21,041 | ||||
Land | 2,948 | 2,948 | ||||||
Patents | 2,000 | — | ||||||
Other receivable | 1,107 | — | ||||||
Other assets | 124 | 100 | ||||||
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Total assets | 23,654 | 24,089 | ||||||
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Liabilities and Net Assets | ||||||||
Accrued expenses | 52 | 133 | ||||||
Reserve for estimated costs during the Dissolution period | 5,016 | 8,336 | ||||||
Other liabilities | 1,979 | 1,983 | ||||||
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Total liabilities | 7,047 | 10,452 | ||||||
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Net assets in liquidation | $ | 16,607 | $ | 13,637 | ||||
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Shares outstanding | 28,882,093 | 28,882,093 | ||||||
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Net assets in liquidation per share | $ | 0.57 | $ | 0.47 | ||||
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The accompanying notes are an integral part of the consolidated financial statements.
3
Consolidated Statement of Changes in Net Assets (Liquidation Basis)
For the three and six months ended January 25, 2014
(in thousands)
(unaudited)
| Three months ended January 25, 2014 | Six months ended January 25, 2014 | |||||||
Net assets in liquidation at beginning of period | $ | 13,637 | $ | 13,637 | ||||
Change in estimated net realizable value of assets and liabilities: | ||||||||
Increase in estimated costs during the Dissolution period | (184 | ) | (184 | ) | ||||
Increase in estimated net realizable value for other assets | 47 | 47 | ||||||
Increase in estimated net realizable value for other receivable | 1,107 | 1,107 | ||||||
Increase in estimated net realizable value for patents | 2,000 | 2,000 | ||||||
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Net assets in liquidation as of January 25, 2014 | $ | 16,607 | $ | 16,607 | ||||
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The accompanying notes are an integral part of the consolidated financial statements.
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Notes To Consolidated Financial Statements (Unaudited)
| 1. | Description of Business |
Prior to February 1, 2013, Sycamore Networks, Inc. (the “Company”) developed and marketed Intelligent Bandwidth Management solutions for fixed line and mobile network operators worldwide and provided services associated with such products (the “Intelligent Bandwidth Management Business”), and, prior to November 1, 2012, the Company also developed and marketed a mobile broadband optimization solution (the “IQstream Business”). As used in these Notes to the Consolidated Financial Statements, “Sycamore,” “we,” “us,” or “our” refers collectively to the Company and its subsidiaries.
On October 23, 2012, the Company entered into an Asset Purchase and Sale Agreement (the “Asset Sale Agreement”) with Sunrise Acquisition Corp. (now known as Coriant America Inc.), a portfolio company of Marlin Equity Partners (“Buyer”), pursuant to which Buyer agreed to acquire substantially all of the assets (the “Asset Sale”) primarily related to the Intelligent Bandwidth Management Business, including inventory, fixed assets, accounts receivable, intellectual property rights (other than patents and patent applications), contracts, certain real estate leases, the Company’s subsidiaries in Shanghai, the Netherlands and Japan, and certain shared facilities and assets for $18.75 million in cash, subject to a working capital adjustment, and the assumption by Buyer of certain liabilities. The Company’s stockholders authorized the Asset Sale at a Special Meeting of Stockholders held on January 29, 2013 (the “Special Meeting”), and the Asset Sale was completed on January 31, 2013 (the transfer of the Company’s equity interests in its Shanghai subsidiary, which was subject to the receipt of government approval, occurred on March 25, 2013). Upon the closing of the Asset Sale, Buyer acquired substantially all of the Company’s operating assets relating to the Intelligent Bandwidth Management Business, including the Company’s accounts receivable, inventories and prepaid and other assets, and assumed most of the Company’s remaining current liabilities, including substantially all of the Company’s deferred revenue and accrued warranty obligations. On April 22, 2013, the Company commenced litigation against Buyer and certain of its affiliates with respect to certain amounts due under the Asset Sale Agreement (the “Delaware Litigation”). In connection with such litigation, on May 28, 2013, the Company and such parties reached an agreement pursuant to which (1) the Company agreed to dismiss the Delaware Litigation without prejudice, (2) Buyer paid certain undisputed amounts of $1.7 million owed to the Company and (3) the parties agreed to submit the remaining issues relating to amounts in dispute of $1,456,747 to arbitration for resolution by a neutral accountant. The matters in dispute have been resolved by the neutral accountant in favor of the Company in the amount of $1,107,736, which includes reimbursement for a portion of the fees and expenses paid to the neutral accountant. On March 5, 2014, the Company received the $1,107,736 payment. Now that all matters set forth in the Delaware Litigation have been finally resolved, it will be dismissed with prejudice. For additional information concerning this matter, see Note 5, “Commitments and Contingencies.”
In conjunction with the approval of the Asset Sale Agreement, the Company’s Board of Directors (the “Board”) also approved the liquidation and dissolution of the Company (the “Dissolution”) pursuant to a Plan of Complete Liquidation and Dissolution (the “Plan of Dissolution”) following the completion of the Asset Sale. The Plan of Dissolution was also approved by the stockholders at the Special Meeting and, following a review of the Company’s strategic alternatives for all of the Company’s assets and available options for providing value to the Company’s stockholders, the Company filed a certificate of dissolution with the Secretary of State of the State of Delaware (the “Certificate of Dissolution”) on March 7, 2013. For additional information regarding the Dissolution, please see the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 28, 2012 and its Current Report on Form 8-K filed with the SEC on March 8, 2013.
In connection with the filing of the Certificate of Dissolution, on March 7, 2013, the Company closed its stock transfer books and discontinued recording transfers of its common stock, $0.001 par value per share (the “Common Stock”). The Common Stock, and stock certificates evidencing shares of the Common Stock, are no longer assignable or transferable on the Company’s books, other than transfers by will, intestate succession or operation of law. The Company also submitted a request to The NASDAQ Stock Market (“NASDAQ”) to suspend trading of the Common Stock on The NASDAQ Global Select Market effective as of the close of trading on March 7, 2013 and, on March 15, 2013, the Company filed a Form 25 with the SEC to delist its Common Stock, which became effective prior to the opening of trading on March 25, 2013. Since the suspension of trading of the Common Stock on The NASDAQ Global Select Market, shares of our Common Stock held in street name with brokers have been trading in the over-the-counter market on the Pink Sheets, an electronic bulletin board established for unlisted securities.
5
As a result of the completion of the Asset Sale and the Company’s previously announced halting of further development and marketing in connection with the IQstream Business, the Company no longer has any operating assets or revenue. Since the filing of the Certificate of Dissolution, the Company has been operating in accordance with the Plan of Dissolution, which contemplates an orderly wind down of the Company’s business, including the disposition of the IQstream Business, the sale or monetization of the Company’s other remaining non-cash assets and the satisfaction or settlement of its liabilities and obligations, including contingent liabilities and claims.
On December 20, 2013, the Board approved the termination of the employment of Alan R. Cormier as Sycamore’s President, Chief Executive Officer and Secretary, effective as of that date. David Guerrera, Sycamore’s former Associate Counsel, was appointed President and General Counsel of Sycamore, effective immediately following Mr. Cormier’s departure as President, Chief Executive Officer and Secretary. Anthony Petrillo continues to serve as Sycamore’s Chief Financial Officer. As of January 25, 2014, Mr. Guerrera and Mr. Petrillo are Sycamore’s only remaining employees.
On January 31, 2014, the Company entered into a Patent Sale Agreement (the “Patent Sale Agreement”) with Dragon Intellectual Property, LLC (“Dragon”), pursuant to which the Company agreed to sell to Dragon for $2.0 million a portfolio of 40 patents and two patent applications, each related to the Intelligent Bandwidth Management Business (the “IBM Patents”). The sale of the IBM Patents was completed on February 28, 2014. None of the IBM Patents are related to the IQstream Business, which has a separate portfolio of three United States patents and five United States patent applications (the “IQstream Patent Portfolio”).
The Company’s remaining primary non-cash assets consist of our real estate holdings in Tyngsborough, Massachusetts, our intellectual property and other assets relating to the IQstream Business, our investments in private companies and certain other assets that were not sold to Buyer in the Asset Sale.
Following the filing of the Certificate of Dissolution, in light of the Board’s views as to the prospects for the IQstream Business, the Board determined to terminate all of the remaining IQstream Employees. The Company continues to pursue available options with respect to the assets of the IQstream Business, including a possible sale of the IQstream Patent Portfolio, equipment and other assets of the IQstream Business. The Company also owns approximately 102 acres of undeveloped land located in Tyngsborough, Massachusetts, which it currently is actively marketing for sale. There can be no assurance as to the amount of consideration the Company may be able to obtain for these assets or as to any time frame within which a potential sale or other disposition of these assets might occur.
During the Dissolution period, the Company will continue to pursue the liquidation to cash of its remaining non-cash assets for possible distribution to our stockholders. Subject to uncertainties inherent in the winding up of the Company’s business, we expect to make one or more additional liquidating distributions as promptly as practicable following the liquidation to cash of our non-cash assets and after payment of, or provision for, outstanding claims in accordance with Delaware law. However, the Dissolution process and the payment of any distribution to stockholders involve substantial risks and uncertainties. Accordingly, it is not possible to predict the timing or aggregate amount which will ultimately be distributed to stockholders, and no assurance can be given that the distributions will equal or exceed our estimate of net assets presented in the Statement of Net Assets.
| 2. | Basis of Presentation |
The accompanying financial data has been prepared by the Company, without audit, pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K as filed with the SEC for the fiscal year ended July 31, 2013.
In the opinion of management, the accompanying financial data reflect all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of net assets. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the dates of the financial statements. Actual results could differ from these estimates.
6
On March 24, 2013, following the Company’s filing of the Certificate of Dissolution, the Company adopted the liquidation basis of accounting. See “Liquidation Basis of Accounting” below for further information regarding the Company’s adoption of the liquidation basis of accounting.
Liquidation Basis of Accounting
On March 24, 2013, the beginning of the fiscal month following the filing of the Certificate of Dissolution, the Company began reporting on a liquidation basis of accounting. Under the liquidation basis of accounting, assets are stated at their estimated net realizable values and liabilities are stated at their estimated settlement amounts. Recorded liabilities include estimates of expected costs associated with carrying out the Plan of Dissolution. These estimates will be reviewed periodically and adjusted as appropriate.
The valuation of assets at their net realizable value and liabilities at their anticipated settlement amounts represent estimates, based on present facts and circumstances, of the net realizable value of the assets and the costs associated with carrying out the Plan of Dissolution. The actual values and costs associated with carrying out the Plan of Dissolution may differ from amounts reflected in the financial statements because of the inherent uncertainty in estimating future events. These differences may be material. In particular, the estimates of costs will vary with the length of time necessary to complete the Dissolution process and to resolve any claims. Accordingly, it is not possible to predict the timing or aggregate amount which will ultimately be distributed to stockholders, and no assurance can be given that the distributions will equal or exceed the estimate of net assets presented in the accompanying Statement of Net Assets.
For the three and six months ended January 25, 2014, the Company adjusted its estimate of the net realizable value of assets and its estimated settlement amounts of liabilities. The result of these changes was a net increase to net assets of $3.0 million.
The net realizable value of assets increased by $2.0 million as a result of the entry into the Patent Sale Agreement with respect to the IBM Patents. None of the IBM Patents are related to the IQstream Patent Portfolio, which the Company continues to own. For purposes of the Statement of Net Assets, we determined that we cannot reasonably provide an estimate of the net realizable value of the IQstream Patent Portfolio and, accordingly, have assigned no value to the IQstream Patent Portfolio. In the event the Company is successful in its efforts to sell the IQstream Patent Portfolio, the Company will record the amount of the sale at the time thereof, which may result in a net increase to net assets.
Additionally, the net realizable value of assets increased by $1.1 million as a result of the determination by a neutral accountant that certain disputed amounts were for the account of the Company under the Asset Sale Agreement. For additional information concerning this matter, see Note 5, “Commitments and Contingencies.”
The Company also increased its reserve for estimated costs during the Dissolution period by $0.2 million. The increase was primarily related to additional compensation and consulting costs expected to be incurred as a result of certain wind down activities taking longer to complete than originally anticipated. The increase to compensation costs was offset in part by a reduction in estimated professional fees and other expenses associated with wind down activities.
The Company accrued estimated costs expected to be incurred in carrying out the Plan of Dissolution. Under Delaware law, the Dissolution period will last for a minimum of three years. The Company was required to make certain estimates and exercise judgment in determining the accrued costs of liquidation as of January 25, 2014.
7
The table below summarizes the reserve for estimated costs during the Dissolution period as of January 25, 2014 (in thousands):
| Amount | ||||
Compensation | $ | 1,542 | ||
Professional fees | 1,734 | |||
Other expenses associated with wind down activities | 1,575 | |||
Insurance | 165 | |||
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| $ | 5,016 | |||
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These estimated costs will continue to be reviewed periodically and adjusted as appropriate.
On January 31, 2014, all surviving representations and warranties under the Asset Sale Agreement expired without Buyer asserting any indemnification claims against the Company. Accordingly, the Company has not recorded, nor does it expect to record, any liability in connection with those obligations.
| 3. | Cash Equivalents and Marketable Securities |
Cash equivalents are short-term, highly liquid investments with original maturity dates of three months or less at the date of acquisition. Cash equivalents are carried at cost plus accrued interest, which approximates fair market value. As of January 25, 2014 and July 31, 2013, the Company did not have any short-term or long-term investments. As of January 25, 2014 and July 31, 2013, aggregate cash and cash equivalents consisted of (in thousands):
| January 25, 2014: | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Market Value | ||||||||||||
Cash and cash equivalents | $ | 17,475 | $ | — | $ | — | $ | 17,475 | ||||||||
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Total | $ | 17,475 | $ | — | $ | — | $ | 17,475 | ||||||||
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| July 31, 2013: | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Market Value | ||||||||||||
Cash and cash equivalents | $ | 21,041 | $ | — | $ | — | $ | 21,041 | ||||||||
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Total | $ | 21,041 | $ | — | $ | — | $ | 21,041 | ||||||||
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| 4. | Income Taxes |
As of January 25, 2014 and July 31, 2013, the Company had a liability of $1.7 million for taxes, interest and penalties for unrecognized tax benefits related to various foreign income tax matters. If recognized, the entire amount would impact the Company’s effective tax rate.
As of January 25, 2014 and July 31, 2013, the Company had $0.5 million accrued for interest and penalties related to uncertain tax positions. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for federal, international and state income taxes.
The Company is currently open to audit under statutes of limitation by the Internal Revenue Service, various foreign jurisdictions and various state jurisdictions for the fiscal years ended July 31, 2007 through July 31, 2013. However, limited adjustments can be made to federal and state tax returns in earlier years resulting in a reduction of net operating loss carryforwards.
As a result of having substantial net operating losses over recent years and no current operations, the Company determined that it is more likely than not that our deferred tax assets will not be realized. Therefore, we maintain a valuation allowance on the full amount of our net deferred tax assets. If the Company generates future taxable income against which these tax attributes may be applied, the net operating loss carryforwards may be utilized and some or all of the valuation allowance reversed. If the valuation allowance is reversed, portions would be recorded as an increase to paid-in capital and the remainder would be recorded as a reduction in income tax expense.
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The occurrence of ownership changes, as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), is not controlled by the Company, and could significantly limit the amount of net operating loss carryforwards and research and development credits that can be utilized annually to offset future taxable income. The Company completed an updated Section 382 study for the period April 2006 through July 31, 2011 and the results of this study showed that no ownership change within the meaning of the Code had occurred from April 2006 through July 31, 2011.
| 5. | Commitments and Contingencies |
Litigation
On April 22, 2013, the Company filed a complaint in the Complex Commercial Litigation Division of the Superior Court of the State of Delaware against Buyer, Marlin Executive Fund III, L.P. and Marlin Equity III, L.P. (collectively with Buyer, the “Marlin Parties”) in connection with the Asset Sale. The complaint asserted claims for breach of contract against the Marlin Parties and for declaratory judgment against Buyer for certain amounts due to the Company under the Asset Sale Agreement and certain agreements related thereto.
The complaint sought (1) judgment in favor of the Company in the amount of $894,598, together with interest accrued, with respect to reimbursement for the Company’s operation of Sycamore Networks (Shanghai) Co. Ltd. (“Sycamore Shanghai”) for the benefit of Buyer during the period from the Asset Sale until the receipt of regulatory approval for the transfer of Sycamore Shanghai to Buyer, (2) declaratory judgment that cash in the amount of $345,932 remaining in the accounts of subsidiaries of the Company transferred to Buyer in the Asset Sale are excluded assets under terms of the Asset Sale Agreement and, accordingly, belong to the Company and (3) declaratory judgment that Buyer’s assertion that a $1.1 million decrease in the calculation of net working capital is necessary was untimely because it was made after the expiration of the forty-five day time period set forth in the Asset Sale Agreement.
In connection with such litigation, on May 28, 2013, the Company, Buyer and the Marlin Parties reached an agreement pursuant to which (1) the Company agreed to dismiss the pending litigation without prejudice, (2) Buyer paid certain undisputed amounts of $1.7 million owed to the Company and (3) the parties agreed to submit the remaining issues relating to amounts in dispute of $1,456,747 to arbitration for resolution by a neutral accountant. The matters in dispute have been resolved by the neutral accountant in favor of the Company in the amount of $1,107,736, which includes reimbursement for a portion of the fees and expenses paid to the neutral accountant. On March 5, 2014, the Company received the $1,107,736 payment. Pending the resolution by the neutral accountant the Delaware Litigation was dismissed without prejudice. Now that all matters set forth in the Delaware Litigation have been finally resolved, it will be dismissed with prejudice.
Guarantees
As of January 25, 2014, the Company’s guarantees requiring disclosure consist of its indemnification obligations as set forth in the Asset Sale Agreement, indemnification for other claims and indemnification for officers and directors.
In connection with the closing of the Asset Sale and as set forth in the Asset Sale Agreement, the Company agreed to indemnify Buyer and certain of its related parties for any damages arising out of any breach of any of our representations or warranties or failure to perform any of our covenants or agreements in the Asset Sale Agreement, our failure to fully or timely pay, satisfy or perform any retained liabilities or our failure to pay any taxes associated
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with the assets and subsidiaries being sold for periods prior to the closing date of the Asset Sale, including any capital gain or corporate income taxes resulting from the transfer of our China subsidiary. The Company’s aggregate indemnification liability for breaches of representations or warranties was limited to $2,812,500. On January 31, 2014, all surviving representations and warranties under the Asset Sale Agreement expired without Buyer asserting any indemnification claims against the Company. Accordingly, the Company has not recorded, nor does it expect to record, any liability in connection with those obligations.
Prior to the Asset Sale and the Dissolution, in the normal course of business, the Company also agreed to indemnify other parties, including customers, lessors and parties to other transactions with the Company with respect to certain matters. Historically, payments made by the Company under these agreements had not had a material impact on the Company’s operating results or financial position. Furthermore, most of these obligations were assumed by Buyer in connection with the Asset Sale. Accordingly, the Company has not recorded a liability for these agreements as of January 25, 2014 or July 31, 2013, as the Company believes the exposure for any related payments is not material.
We have entered into our standard form of indemnification agreement with each of our directors and executive officers, which is in addition to the indemnification provided for in our amended and restated certificate of incorporation, as amended. The Plan of Dissolution also provides that we continue to indemnify our directors and executive officers in accordance with such agreements and our amended and restated certificate of incorporation, as amended. The indemnification agreements, among other things, provide for indemnification of our directors and executive officers for a number of expenses, including attorneys’ fees and other related expenses, as well as certain judgments, fines, penalties and settlement amounts incurred by any such person in any action, suit or proceeding, including any action by or in the right of the Company, arising out of such person’s services as a director or executive officer of the Company or any other company or enterprise to which the person provided services at our request. The Company did not incur any expense under these arrangements during the first six months of fiscal year 2014 or during fiscal year 2013. Due to the Company’s inability to estimate liabilities in connection with these agreements, if and when they might be incurred, the Company has not recorded any liability for these agreements as of January 25, 2014 or July 31, 2013. During the Dissolution period, we intend to continue to indemnify each of our current and former directors and executive officers to the extent permitted under Delaware law, our amended and restated certificate of incorporation, as amended, and the indemnification agreements. The Company has also continued to maintain directors’ and officers’ coverage since the filing of the Certificate of Dissolution, and intends to maintain such coverage through the Dissolution period.
6. Fair Value Measurements
The fair value measurement rules establish a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
| Level 1 | Quoted prices in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset and liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. | |
| Level 2 | Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |
| Level 3 | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. | |
10
Assets and liabilities of Sycamore measured at fair value on a recurring basis as of January 25, 2014 are summarized as follows (in thousands):
| Fair Value Measurements at Reporting Date Using | ||||||||||||||||
Description | January 25, 2014 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
Assets | ||||||||||||||||
Cash and Cash Equivalents | $ | 17,475 | $ | 17,475 | $ | — | $ | — | ||||||||
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Total assets | $ | 17,475 | $ | 17,475 | $ | — | $ | — | ||||||||
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Cash and Cash Equivalents
Cash and cash equivalents of $17.5 million consisting of cash and money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets.
Assets and liabilities of Sycamore measured at fair value on a recurring basis as of July 31, 2013 are summarized as follows (in thousands):
| Fair Value Measurements at Reporting Date Using | ||||||||||||||||
Description | July 31, 2013 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
Assets | ||||||||||||||||
Cash and Cash Equivalents | $ | 21,041 | $ | 21,041 | $ | — | $ | — | ||||||||
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Total assets | $ | 21,041 | $ | 21,041 | $ | — | $ | — | ||||||||
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Cash and Cash Equivalents
Cash and cash equivalents of $21.0 million consisting of cash and money market funds are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets.
7. Subsequent events
As noted above, on January 31, 2014, the Company entered into the Patent Sale Agreement with Dragon, pursuant to which the Company agreed to sell the IBM Patents to Dragon for $2.0 million. The sale of the IBM Patents was completed on February 28, 2014.
On February 27, 2014, the neutral accountant issued a written determination in connection with the Asset Sale Agreement dispute awarding the Company $1,107,736, which includes reimbursement for a portion of the fees and expenses paid to the neutral accountant. On March 5, 2014, the Company received the $1,107,736 payment. For additional information concerning this matter, see Note 5, “Commitments and Contingencies.”
11
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Except for the historical information contained herein, we wish to caution you that certain matters discussed in this report constitute forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including, without limitation, those risks and uncertainties discussed under the heading “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended July 31, 2013. The information discussed in this report should be read in conjunction with our Annual Report on Form 10-K and other reports we file from time to time with the SEC. We disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future results or otherwise. Forward-looking statements include statements regarding our expectations, beliefs, intentions or strategies regarding the future and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “should,” “will,” and “would” or similar words.
Available Information
We file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K with the SEC. These reports, any amendments to these reports, proxy and information statements and certain other documents we file with the SEC are available through the SEC’s website at www.sec.gov or free of charge on our website as soon as reasonably practicable after we file the documents with the SEC. The public may also read and copy these reports and any other materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
Executive Summary
Prior to February 1, 2013, the Company developed and marketed Intelligent Bandwidth Management solutions for fixed line and mobile network operators worldwide and provided services associated with such products (the “Intelligent Bandwidth Management Business”), and, prior to November 1, 2012, the Company also developed and marketed a mobile broadband optimization solution (the “IQstream Business”). As used in these Notes to the Consolidated Financial Statements, “Sycamore,” “we,” “us,” or “our” refers collectively to the Company and its subsidiaries.
On October 23, 2012, the Company entered into the Asset Sale Agreement with Buyer with respect to the Asset Sale. The Company’s stockholders authorized the Asset Sale at the Special Meeting and the Asset Sale was completed on January 31, 2013 (the transfer of the Company’s equity interests in Sycamore Shanghai, which was subject to the receipt of government approval, occurred on March 25, 2013). Upon the closing of the Asset Sale, Buyer acquired substantially all of the Company’s operating assets relating to the Intelligent Bandwidth Management Business, including the Company’s accounts receivable, inventories and prepaid and other assets, and assumed most of the Company’s remaining current liabilities, including substantially all of the Company’s deferred revenue and accrued warranty obligations. On April 22, 2013, the Company commenced litigation against Buyer and certain of its affiliates with respect to certain amounts due under the Asset Sale Agreement (the “Delaware Litigation”). In connection with such litigation, on May 28, 2013, the Company and such parties reached an agreement pursuant to which (1) the Company agreed to dismiss the Delaware Litigation without prejudice, (2) Buyer paid certain undisputed amounts of $1.7 million owed to the Company and (3) the parties agreed to submit the remaining issues relating to amounts in dispute of $1,456,747 to arbitration for resolution by a neutral accountant. The matters in dispute have been resolved by the neutral accountant in favor of the Company in the amount of $1,107,736, which includes reimbursement for a portion of the fees and expenses paid to the neutral accountant. On March 5, 2014, the Company received the $1,107,736 payment. Now that all matters set forth in the Delaware Litigation have been finally resolved, it will be dismissed with prejudice. For additional information concerning this matter, see Note 5, “Commitments and Contingencies.”
In conjunction with the approval of the Asset Sale Agreement, the Board also approved the Dissolution pursuant to the Plan of Dissolution following the completion of the Asset Sale. The Plan of Dissolution was also approved by
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the Company’s stockholders at the Special Meeting and, following a review of the Company’s strategic alternatives for all of the Company’s assets and available options for providing value to the Company’s stockholders, the Company filed the Certificate of Dissolution with the Secretary of State of the State of Delaware on March 7, 2013. For additional information regarding the Dissolution, please see the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on December 28, 2012 and its Current Report on Form 8-K filed with the SEC on March 8, 2013.
In connection with the filing of the Certificate of Dissolution, on March 7, 2013, the Company closed its stock transfer books and discontinued recording transfers of the Common Stock. The Common Stock, and stock certificates evidencing shares of the Common Stock, are no longer assignable or transferable on the Company’s books, other than transfers by will, intestate succession or operation of law. The Company also submitted a request to NASDAQ to suspend trading of the Common Stock on The NASDAQ Global Select Market effective as of the close of trading on March 7, 2013 and, on March 15, 2013, the Company filed a Form 25 with the SEC to delist its Common Stock, which became effective prior to the opening of trading on March 25, 2013. Since the suspension of trading of the Common Stock on The NASDAQ Global Select Market, shares of our Common Stock held in street name with brokers have been trading in the over-the-counter market on the Pink Sheets, an electronic bulletin board established for unlisted securities.
As a result of the completion of the Asset Sale and the Company’s previously announced halting of further development and marketing in connection with the IQstream Business, the Company no longer has any operating assets or revenue. Since the filing of the Certificate of Dissolution, the Company has been operating in accordance with the Plan of Dissolution, which contemplates an orderly wind down of the Company’s business, including the disposition of the IQstream Business, the sale or monetization of the Company’s other remaining non-cash assets and the satisfaction or settlement of its liabilities and obligations, including contingent liabilities and claims.
On December 20, 2013, the Board approved the termination of the employment of Alan R. Cormier as Sycamore’s President, Chief Executive Officer and Secretary, effective as of that date. David Guerrera, Sycamore’s former Associate Counsel, was appointed President and General Counsel of Sycamore, effective immediately following Mr. Cormier’s departure as President, Chief Executive Officer and Secretary. Anthony Petrillo continues to serve as Sycamore’s Chief Financial Officer. As of January 25, 2014, Mr. Guerrera and Mr. Petrillo are Sycamore’s only remaining employees.
On January 31, 2014, the Company entered into the Patent Sale Agreement with Dragon, pursuant to which the Company agreed to sell the IBM Patents to Dragon for $2.0 million. The sale of the IBM Patents was completed on February 28, 2014. None of the IBM Patents are related to the IQstream Business, which has a separate portfolio of three United States patents and five United States patent applications.
The Company’s remaining primary non-cash assets consist of our real estate holdings in Tyngsborough, Massachusetts, our intellectual property and other assets relating to the IQstream Business, our investments in private companies and certain other assets that were not sold to Buyer in the Asset Sale.
Following the filing of the Certificate of Dissolution, in light of the Board’s views as to the prospects for the IQstream Business, the Board determined to terminate all of the remaining IQstream Employees. The Company continues to pursue available options with respect to the assets of the IQstream Business, including a possible sale of the IQstream Patent Portfolio, equipment and other assets of the IQstream Business. The Company also owns approximately 102 acres of undeveloped land located in Tyngsborough, Massachusetts, which it currently is actively marketing for sale. There can be no assurance as to the amount of consideration the Company may be able to obtain for these assets or as to any time frame within which a potential sale or other disposition of these assets might occur.
During the Dissolution period, the Company will continue to pursue the liquidation to cash of its remaining non-cash assets for possible distribution to our stockholders. Subject to uncertainties inherent in the winding up of the Company’s business, we expect to make one or more additional liquidating distributions as promptly as practicable following the liquidation to cash of our non-cash assets and after payment of, or provision for, outstanding claims in accordance with Delaware law. However, the Dissolution process and the payment of any distribution to stockholders involve substantial risks and uncertainties. Accordingly, it is not possible to predict the timing or aggregate amount which will ultimately be distributed to stockholders, and no assurance can be given that the distributions will equal or exceed our estimate of net assets presented in the Statement of Net Assets.
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Net Assets in Liquidation and Changes in Net Assets for the three and six months ended January 25, 2014
Net assets in liquidation are $16.6 million. For the three and six months ended January 25, 2014, the Company adjusted its estimate of the net realizable value of assets and its estimated settlement amounts of liabilities. The result of these changes was a net increase to net assets of $3.0 million.
The net realizable value of assets increased by $2.0 million as a result of the entry into the Patent Sale Agreement with respect to the IBM Patents. None of the IBM Patents are related to the IQstream Patent Portfolio, which the Company continues to own. For purposes of the Statement of Net Assets, we determined that we cannot reasonably provide an estimate of the net realizable value of the IQstream Patent Portfolio and, accordingly, have assigned no value to the IQstream Patent Portfolio. In the event the Company is successful in its efforts to sell the IQstream Patent Portfolio, the Company will record the amount of the sale at the time thereof, which may result in a net increase to net assets.
Additionally, the net realizable value of assets increased by $1.1 million as a result of the determination by a neutral accountant that certain disputed amounts were for the account of the Company under the Asset Sale Agreement. For additional information concerning this matter, see Note 5, “Commitments and Contingencies.”
The Company also increased its reserve for estimated costs during the Dissolution period by $0.2 million. This increase was primarily related to additional compensation and consulting costs expected to be incurred as a result of certain wind down activities taking longer to complete than originally anticipated. The increase to compensation costs was offset in part by a reduction in estimated professional fees and other expenses associated with wind down activities.
During the Dissolution period, the Company will continue to pursue the liquidation to cash of its remaining non-cash assets for possible distribution to our stockholders. Subject to uncertainties inherent in the winding up of the Company’s business, we expect to make one or more additional liquidating distributions as promptly as practicable following the liquidation to cash of our non-cash assets and after payment of, or provision for, outstanding claims in accordance with Delaware law. However, the Dissolution process and the payment of any distribution to stockholders involve substantial risks and uncertainties. Accordingly, it is not possible to predict the timing or aggregate amount that will ultimately be distributed to stockholders, and no assurance can be given that the distributions will equal or exceed our estimate of net assets presented in the Statement of Net Assets.
Critical Accounting Policies and Estimates
Preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Management believes the most complex and sensitive judgments, because of their significance to the consolidated financial statements, result primarily from the need to make estimates about the effects of matters that are inherently uncertain. Management’s Discussion and Analysis in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2013 describes the significant accounting estimates and policies used in the preparation of the financial statements. Actual results in these areas could differ from management’s estimates. There have been no significant changes in the Company’s critical accounting policies during the first six months of fiscal 2014.
Liquidity and Capital Resources
Total cash, cash equivalents and investments were $17.5 million as of January 25, 2014 compared to $21.0 million at July 31, 2013.
During the Dissolution period, the Company has been pursuing the liquidation of its remaining non-cash assets to cash for possible distribution to our stockholders. On January 31, 2014, the Company entered into the Patent Sale Agreement with Dragon, pursuant to which the Company agreed to sell the IBM Patents to Dragon for $2.0 million. The sale of the IBM Patents was completed on February 28, 2014.
Following the sale of the IBM Patents, the Company’s primary non-cash assets consist of our real estate holdings in Tyngsborough, Massachusetts, our intellectual property and other assets relating to the IQstream Business, our investments in private companies and certain other assets that were not sold to Buyer in the Asset Sale. While we continue to pursue the sale or monetization of these assets in accordance with the Plan of Dissolution, we cannot provide any assurance that we will be able to successfully sell these assets.
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Our primary source of liquidity comes from our cash and cash equivalents, which totaled $17.5 million as of January 25, 2014, the majority of which is held in the United States. Under Delaware law, the Dissolution period will last for a minimum of three years. We believe that our current cash and cash equivalents are sufficient to satisfy our anticipated cash requirements through the Dissolution period. However, the Dissolution process involves substantial risks and uncertainties. Accordingly, the actual amount of cash remaining for distribution to stockholders following completion of the Dissolution could vary significantly from current estimates and could even result in no excess cash available for distribution.
Commitments, Contractual Obligations and Off-Balance Sheet Arrangements
Following the closing of the Asset Sale, the Company has no remaining material operating leases or inventory or other purchase commitments.
In connection with the closing of the Asset Sale and as set forth in the Asset Sale Agreement, the Company agreed to indemnify Buyer and certain of its related parties for any damages arising out of any breach of any of our representations or warranties or failure to perform any of our covenants or agreements in the Asset Sale Agreement, our failure to fully or timely pay, satisfy or perform any retained liabilities or our failure to pay any taxes associated with the assets and subsidiaries being sold for periods prior to the closing date of the Asset Sale, including any capital gain or corporate income taxes resulting from the transfer of our China subsidiary. The Company’s aggregate indemnification liability for breaches of representations or warranties was limited to $2,812,500. On January 31, 2014, all surviving representations and warranties under the Asset Sale Agreement expired without Buyer asserting any indemnification claims against the Company. Accordingly, the Company has not recorded, nor does it expect to record, any liability in connection with those obligations.
Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
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Controls and Procedures
Evaluation of Disclosure Controls and Procedures. Our management (with the participation of our Chief Executive Officer and Chief Financial Officer) evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as of January 25, 2014. Disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported on a timely basis and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that these disclosure controls and procedures are effective and designed to ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the requisite time periods.
Limitations on Effectiveness of Controls. Our management has concluded that our disclosure controls and procedures and internal controls provide reasonable assurance that the objectives of our control system are met. However, our management (including our Chief Executive Officer and Chief Financial Officer) does not expect that the disclosure controls and procedures or internal controls will prevent all error and/or fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, errors and instances of fraud, if any, within the company have been or will be detected. These inherent limitations include the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurances that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected.
Changes in Internal Control over Financial Reporting. During the quarter ended January 25, 2014, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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| Part II. | Other Information |
| Item 1. | Legal Proceedings |
Litigation
On April 22, 2013, the Company filed a complaint in the Complex Commercial Litigation Division of the Superior Court of the State of Delaware against Buyer, Marlin Executive Fund III, L.P. and Marlin Equity III, L.P. (collectively with Buyer, the “Marlin Parties”) in connection with the Asset Sale. The complaint asserted claims for breach of contract against the Marlin Parties and for declaratory judgment against Buyer for certain amounts due to the Company under the Asset Sale Agreement and certain agreements related thereto.
The complaint sought (1) judgment in favor of the Company in the amount of $894,598, together with interest accrued, with respect to reimbursement for the Company’s operation of Sycamore Networks (Shanghai) Co. Ltd. (“Sycamore Shanghai”) for the benefit of Buyer during the period from the Asset Sale until the receipt of regulatory approval for the transfer of Sycamore Shanghai to Buyer, (2) declaratory judgment that cash in the amount of $345,932 remaining in the accounts of subsidiaries of the Company transferred to Buyer in the Asset Sale are excluded assets under terms of the Asset Sale Agreement and, accordingly, belong to the Company and (3) declaratory judgment that Buyer’s assertion that a $1.1 million decrease in the calculation of net working capital is necessary was untimely because it was made after the expiration of the forty-five day time period set forth in the Asset Sale Agreement.
In connection with such litigation, on May 28, 2013, the Company, Buyer and the Marlin Parties reached an agreement pursuant to which (1) the Company agreed to dismiss the pending litigation without prejudice, (2) Buyer paid certain undisputed amounts of $1.7 million owed to the Company and (3) the parties agreed to submit the remaining issues relating to amounts in dispute of $1,456,747 to arbitration for resolution by a neutral accountant. The matters in dispute have been resolved by the neutral accountant in favor of the Company in the amount of $1,107,736, which includes reimbursement for a portion of the fees and expenses paid to the neutral accountant. On March 5, 2014, the Company received the $1,107,736 payment. Pending the resolution by the neutral accountant the litigation was dismissed without prejudice. Now that all matters set forth in the litigation have been finally resolved, it will be dismissed with prejudice.
| Item 1A. | Risk Factors |
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors discussed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended July 31, 2013, as filed with the SEC on October 18, 2013. There have been no material changes to our risk factors from those previously disclosed in our Annual Report on Form 10-K. Additional risks and uncertainties, including risks and uncertainties not presently known to us, or that we currently deem immaterial, could also have an adverse effect on our financial condition.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
The Company has not: (1) publicly announced any programs to repurchase, or repurchased, any shares of Common Stock; or (2) sold, within the last three years, Company securities that were not registered under the Securities Act of 1933, as amended.
Item 4. Mine Safety Disclosures
Not applicable.
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Exhibits:
(a) List of Exhibits
Number | Exhibit Description | |
| 2.1 | Asset Purchase and Sale Agreement, dated October 23, 2012, by and between Sycamore Networks, Inc. and Sunrise Acquisition Corp. (8) | |
| 2.2 | Plan of Complete Liquidation and Dissolution adopted by the Board of Directors of Sycamore Networks, Inc. on October 22, 2012 (9) | |
| 2.3 | Patent Sale Agreement, dated January 31, 2014, by and between Dragon Intellectual Property, LLC and Sycamore Networks, Inc. (12) | |
| 3.1 | Amended and Restated Certificate of Incorporation of the Company (2) | |
| 3.2 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (2) | |
| 3.3 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (3) | |
| 3.4 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Company (6) | |
| 3.5 | Amended and Restated By-Laws of the Company (4) | |
| 4.1 | Specimen common stock certificate (7) | |
| 4.2 | See Exhibits 3.1, 3.2, 3.3, 3.4 and 3.5 for provisions of the Certificate of Incorporation and By-Laws of the Registrant defining the rights of holders of common stock of the Company (1)(2)(3)(6) | |
| 4.3 | Certificate of Dissolution, as filed by Sycamore Networks, Inc. with the Secretary of State of the State of Delaware on March 7, 2013 (10) | |
| 10.1 | Form of Change of Control Agreement (5) | |
| 10.2 | Services Consulting Agreement, dated December 20, 2013, by and between Sycamore Networks, Inc. and Alan R. Cormier (11) | |
| 10.3 | Retention Bonus Agreement, dated April 15, 2013, by and between Sycamore Networks, Inc. and David Guerrera (11) | |
| 10.4 | Severance Pay Agreement, dated April 15, 2013, by and between Sycamore Networks, Inc. and David Guerrera (11) | |
| 10.5 | Form of Indemnification Agreement (1) | |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | XBRL Instance Document | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase | |
| (1) | Incorporated by reference to Sycamore Networks, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended October 30, 1999 filed with the Securities and Exchange Commission on December 13, 1999. |
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| (2) | Incorporated by reference to Sycamore Networks, Inc.’s Registration Statement on Form S-1 (Registration Statement No. 333-30630) filed with the Securities and Exchange Commission on February 17, 2000. |
| (3) | Incorporated by reference to Sycamore Networks, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended January 27, 2001 filed with the Securities and Exchange Commission on March 13, 2001. |
| (4) | Incorporated by reference to Sycamore Networks, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended October 27, 2007 filed with the Securities and Exchange Commission on November 28, 2007. |
| (5) | Incorporated by reference to Sycamore Networks, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2008. |
| (6) | Incorporated by reference to Sycamore Networks, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 21, 2009. |
| (7) | Incorporated by reference to Sycamore Networks, Inc.’s Annual Report on Form 10-K for the fiscal year ended July 31, 2010 filed with the Securities and Exchange Commission on September 24, 2010. |
| (8) | Incorporated by reference to Sycamore Networks, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 23, 2012. |
| (9) | Incorporated by reference to Sycamore Networks, Inc.’s Quarterly Report on Form 10-Q for the quarterly period ended October 27, 2012 filed with the Securities and Exchange Commission on November 29, 2012. |
| (10) | Incorporated by reference to Sycamore Networks, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 8, 2013. |
| (11) | Incorporated by reference to Sycamore Networks, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 23, 2013. |
| (12) | Incorporated by reference to Sycamore Networks, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 5, 2014. |
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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. |
/s/ Anthony J. Petrillo |
| Anthony J. Petrillo |
| Chief Financial Officer and Treasurer |
| (Duly Authorized Officer and Principal |
| Financial and Accounting Officer) |
Dated: March 7, 2014
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