SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No.1)*
Sycamore Networks, Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
871206405
(CUSIP Number)
Eric S. Wagner, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
(212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 4, 2013
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | |
| | Burlingame Equity Investors Master Fund, LP |
| | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | (a) [ ] |
| | (b) [ ] |
| | |
| 3. | SEC USE ONLY |
| | |
| 4. | SOURCE OF FUNDS* |
| | WC |
| | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
| | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Cayman Islands |
| | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
| | |
| 7. | SOLE VOTING POWER |
| | 0 |
| | |
| 8. | SHARED VOTING POWER |
| | 0 |
| | |
| 9. | SOLE DISPOSITIVE POWER |
| | 0 |
| | |
| 10. | SHARED DISPOSITIVE POWER |
| | 0 |
| | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 |
| | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] |
| | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0.0% |
| | |
| 14. | TYPE OF REPORTING PERSON* |
| | PN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | |
| | Burlingame Equity Investors II, LP |
| | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | (a) [ ] |
| | (b) [ ] |
| | |
| 3. | SEC USE ONLY |
| | |
| 4. | SOURCE OF FUNDS* |
| | WC |
| | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
| | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
| | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
| | |
| 7. | SOLE VOTING POWER |
| | 0 |
| | |
| 8. | SHARED VOTING POWER |
| | 0 |
| | |
| 9. | SOLE DISPOSITIVE POWER |
| | 0 |
| | |
| 10. | SHARED DISPOSITIVE POWER |
| | 0 |
| | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 |
| | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] |
| | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0.0% |
| | |
| 14. | TYPE OF REPORTING PERSON* |
| | PN |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | |
| | Burlingame Asset Management, LLC |
| | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | (a) [ ] |
| | (b) [ ] |
| | |
| 3. | SEC USE ONLY |
| | |
| 4. | SOURCE OF FUNDS* |
| | OO |
| | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
| | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
| | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
| | |
| 7. | SOLE VOTING POWER |
| | 0 |
| | |
| 8. | SHARED VOTING POWER |
| | 0 |
| | |
| 9. | SOLE DISPOSITIVE POWER |
| | 0 |
| | |
| 10. | SHARED DISPOSITIVE POWER |
| | 0 |
| | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 |
| | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] |
| | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0.0% |
| | |
| 14. | TYPE OF REPORTING PERSON* |
| | OO |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) |
| | |
| | Blair E. Sanford |
| | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
| | (a) [ ] |
| | (b) [ ] |
| | |
| 3. | SEC USE ONLY |
| | |
| 4. | SOURCE OF FUNDS* |
| | OO |
| | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
| | |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | United States |
| | |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
| | |
| 7. | SOLE VOTING POWER |
| | 0 |
| | |
| 8. | SHARED VOTING POWER |
| | 0 |
| | |
| 9. | SOLE DISPOSITIVE POWER |
| | 0 |
| | |
| 10. | SHARED DISPOSITIVE POWER |
| | 0 |
| | |
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 0 |
| | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] |
| | |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 0.0% |
| | |
| 14. | TYPE OF REPORTING PERSON* |
| | IN, HC |
*SEE INSTRUCTIONS BEFORE FILLING OUT!
This statement is filed with respect to the shares of Common Stock, $.001 par value ("Common Stock"), of Sycamore Networks, Inc. (the "Issuer"), beneficially owned by the Reporting Persons (as defined below) as of March 4, 2013 and amends and supplements the Schedule 13D originally filed on February 11, 2013 (collectively, the "Schedule 13D"). Except as set forth herein, the Schedule 13D is unmodified.
The names of the persons filing this statement on Schedule 13D (collectively, the "Reporting Persons") are:
| · | Burlingame Equity Investors Master Fund, LP, a Cayman Islands exempted limited partnership ("Master Fund"); |
| · | Burlingame Equity Investors II, LP, a Delaware limited partnership (“Onshore Fund II”); |
| · | Burlingame Asset Management, LLC, a Delaware limited liability company (“BAM”); and |
| · | Blair E. Sanford, a citizen of the United States (“Mr. Sanford”). |
BAM is the general partner of each of the Master Fund and Onshore Fund II. Mr. Sanford is the managing member of BAM. BAM and Mr. Sanford may each be deemed to have voting and dispositive power with respect to the shares of Common Stock held by the Master Fund and Onshore Fund II.
ITEM 5.Interest in Securities of the Issuer.
(a)None of the Reporting Persons beneficially owns any shares of Common Stock.
(b)Not applicable.
(c)Transactions effected by the Reporting Persons during the past sixty (60) days (other than those previously reported on this Schedule 13D) are set forth on Schedule 1 attached hereto.
(d)Not applicable.
(e)On March 4, 2013, the Reporting Persons ceased to beneficially own more than 5% of the Issuer’s outstanding shares of Common Stock.
ITEM 7.Material to be Filed as Exhibits.
Exhibit A - Joint Filing Agreement (previously filed)
Schedule 1 – Transactions of the Reporting Persons Effected During the Past 60 Days
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this statement is true, complete and correct.
Dated: March 8, 2013
BURLINGAME EQUITY INVESTORS MASTER FUND, LP
By: Burlingame Asset Management, LLC, as General Partner
By: /s/ Blair E. Sanford
Blair E. Sanford, Managing Member
BURLINGAME EQUITY INVESTORS II, LP
By: Burlingame Asset Management, LLC, as General Partner
By: /s/ Blair E. Sanford
Blair E. Sanford, Managing Member
BURLINGAME ASSET MANAGEMENT, LLC
By: /s/ Blair E. Sanford
Blair E. Sanford, Managing Member
/s/ Blair E. Sanford
Blair E. Sanford
SCHEDULE 1
Transactions of the Reporting Persons Effected
During the Past 60 Days
The following transactions were effected by Burlingame Equity Investors Master Fund, LP during the past sixty (60) days (other than those previously reported on this Schedule 13D):
| Date | Security | Amount of Shares Bought (Sold) | Approx. price ($)
per Share (excl.
commissions) |
| 2/21/2013 | Common Stock | (22,586) | 2.3302 |
| 3/01/2013 | Common Stock | (234,926) | 0.5921 |
| 3/04/2013 | Common Stock | (1,375,351) | 0.4105 |
All of the above transactions were effected on the open market.
The following transactions were effected by Burlingame Equity Investors II, LP during the past sixty (60) days (other than those previously reported on this Schedule 13D):
| Date | Security | Amount of Shares Bought (Sold) | Approx. price ($)
per Share (excl.
commissions) |
| 2/21/2013 | Common Stock | (2,414) | 2.3302 |
| 3/1/2013 | Common Stock | (25,074) | 0.5921 |
| 3/4/2013 | Common Stock | (149,459) | 0.4105 |
All of the above transactions were effected on the open market.
