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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SYCAMORE NETWORKS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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SYCAMORE NETWORKS, INC.
10 ELIZABETH DRIVE
CHELMSFORD, MA 01824
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY 26, 2000
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To the Stockholders of Sycamore Networks, Inc.:
A Special Meeting of Stockholders of Sycamore Networks, Inc., a Delaware
corporation (the "Corporation"), will be held on Wednesday, January 26, 2000
(the "Special Meeting") at 9:30 A.M., local time, at the Chelmsford Radisson
Hotel, 10 Independence Drive, Chelmsford, Massachusetts 01824 to consider and
act upon the following matters:
1. To amend the Corporation's Amended and Restated Certificate of
Incorporation to increase the number of authorized shares of Common Stock
of the Corporation from 250,000,000 shares to 1,500,000,000 shares.
2. To transact such other business as may properly come before the meeting or
any adjournments thereof.
Stockholders entitled to notice of and to vote at the meeting shall be
determined as of December 20, 1999, the record date fixed by the Board of
Directors for such purpose.
By Order of the Board of Directors,
Frances M. Jewels
Secretary
Mail Date: December 30, 1999
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED PROXY CARD AND MAIL IT PROMPTLY IN THE ENCLOSED
STAMPED ENVELOPE IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES AT THE
SPECIAL MEETING. NO POSTAGE NEED BE AFFIXED IF THE PROXY IS MAILED IN THE
UNITED STATES.
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SYCAMORE NETWORKS, INC.
10 ELIZABETH DRIVE
CHELMSFORD, MA 01824
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PROXY STATEMENT
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DECEMBER 30, 1999
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Sycamore Networks, Inc. (the
"Corporation") for use at the Special Meeting of Stockholders to be held on
Wednesday, January 26, 2000 (the "Special Meeting") at 9:30 A.M., local time,
at the Chelmsford Radisson Hotel, 10 Independence Drive, Chelmsford,
Massachusetts 01824, and any adjournments thereof.
Only stockholders of record as of December 20, 1999 (the "Record Date")
will be entitled to vote at the meeting and any adjournments thereof. As of
that date, 78,696,484 shares of common stock, $.001 par value (the "Common
Stock"), of the Corporation were issued and outstanding. The holders of Common
Stock are entitled to one vote per share on any proposal presented at the
Special Meeting. Stockholders may vote in person or by proxy. Execution of a
proxy will not in any way affect a stockholder's right to attend the Special
Meeting and vote in person. Any proxy may be revoked by a stockholder at any
time before it is exercised by delivery of a written revocation or a later
executed proxy to the Secretary of the Corporation.
This Proxy Statement and the form of proxy were first mailed to
stockholders on or about December 30, 1999.
VOTING SECURITIES AND VOTES REQUIRED
The representation in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote at the meeting is
necessary to constitute a quorum for the transaction of business. Each share
of Common Stock outstanding on the Record Date is entitled to one vote. For
purposes of determining the presence of a quorum, abstentions and broker "non-
votes" will be counted as present at the meeting. The affirmative vote of the
holders of a majority of the outstanding shares of Common Stock entitled to
vote at the meeting is necessary for approval of the proposal to amend the
Corporation's Amended and Restated Certificate of Incorporation. Accordingly,
abstentions and broker "non-votes" have the practical effect of a vote
"against" this proposal.
The persons named as attorneys in the proxies are officers of the
Corporation. All properly executed proxies returned in time to be counted at
the meeting will be voted in accordance with the instructions contained
therein, and if no choice is specified, such proxies will be voted in favor of
the matters set forth in the accompanying Notice of Special Meeting.
The Board of Directors of the Corporation knows of no other matters to be
presented at the meeting. If any other matter should be presented at the
meeting upon which a vote properly may be taken, shares represented by all
proxies received by the Board of Directors will be voted with respect thereto
in accordance with the judgment of the persons named as attorneys in the
proxies.
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STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, as of November 30,
1999, with respect to beneficial ownership of Common Stock by: (i) each person
who, to the knowledge of the Corporation, beneficially owned more than 5% of
the shares of Common Stock outstanding as of such date; (ii) each director of
the Corporation; (iii) the Chief Executive Officer of the Corporation; (iv)
each of the most highly paid executive officers of the Corporation who
received annual compensation in excess of $100,000 in fiscal year 1999; and
(v) all directors and executive officers as a group.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENTAGE OF COMMON
NAME AND ADDRESS OF BENEFICIAL OWNER(1) OWNERSHIP(2) STOCK OUTSTANDING(3)
--------------------------------------- ------------ --------------------
<S> <C> <C>
Gururaj Deshpande(4)...................... 16,336,869 20.8
Daniel E. Smith(5)........................ 14,703,183 18.7
Ryker Young............................... 1,021,812 1.3
Timothy Barrows(6)........................ 12,619,369 16.0
Paul J. Ferri(6).......................... 12,616,869 16.0
John W. Gerdelman(7)...................... 34,000 *
Matrix V Management Co., L.L.C.(8)
1000 Winter Street, Suite 4500
Waltham, MA 02154........................ 12,586,869 16.0
Platyko Partners, L.P..................... 7,425,000 9.4
The Gururaj Deshpande Grantor Retained
Annuity Trust............................ 6,000,000 7.6
All executive officers and directors as a
group (13 persons)....................... 50,480,635(9) 63.9
</TABLE>
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* Less than 1% of the total number of outstanding shares of Common Stock.
(1) Except as otherwise noted, the address of each person owning more than 5%
of the outstanding shares of common stock is: c/o Sycamore Networks, Inc.,
10 Elizabeth Drive, Chelmsford, MA 01824.
(2) Except as otherwise noted, each person or entity named in the table has
sole voting and investment power with respect to the shares.
(3) The number of shares of Common Stock deemed outstanding on November 30,
1999 includes (i) 78,696,484 shares of Common Stock outstanding on such
date and (ii) all options that are currently exercisable or will become
exercisable within 60 days of November 30, 1999 by the person or group in
question.
(4) Includes 1,312,500 shares held by the Deshpande Irrevocable Trust and
6,000,000 shares held by the Gururaj Deshpande Grantor Retained Annuity
Trust. Mr. Deshpande disclaims beneficial ownership of the shares held by
the Deshpande Irrevocable Trust.
(5) Includes 7,425,000 shares held by Platyko Partners, L.P.
(6) Includes 11,328,180 shares held by Matrix Partners V, L.P. and 1,258,689
shares held by Matrix V Entrepreneurs Fund, L.P. Matrix V Management Co.,
L.L.C. is the general partner of each of Matrix Partners V, L.P. and
Matrix V Entrepreneurs Fund, L.P. Messrs. Barrows and Ferri, directors of
the Corporation, are general partners of Matrix V Management Co., L.L.C.
Messrs. Barrows and Ferri disclaim beneficial ownership of the shares held
by Matrix Partners V, L.P. and Matrix V Entrepreneurs Fund, L.P. except to
the extent of their pecuniary interests therein arising from their general
partnership interests in Matrix V Management Co., L.L.C.
(7) Includes an aggregate of 30,000 options that are currently exercisable or
will become exercisable within 60 days of November 30, 1999.
(8) Composed of 11,328,180 shares held by Matrix Partners V, L.P. and
1,258,689 shares held by Matrix V Entrepreneurs Fund, L.P. Matrix V
Management Co., L.L.C. is the general partner of each of Matrix Partners
V, L.P. and Matrix V Entrepreneurs Fund, L.P. Messrs. Barrows and Ferri,
directors of the Corporation, are general partners of Matrix V Management
Co., L.L.C. Messrs. Barrows and Ferri disclaim beneficial ownership of the
shares held by Matrix Partners V, L.P. and Matrix V Entrepreneurs Fund,
L.P. except to the extent of their pecuniary interests therein arising
from their general partnership interests in Matrix V Management Co.,
L.L.C.
(9) Includes an aggregate of 357,369 options that are currently exercisable or
will become exercisable within 60 days of November 30, 1999.
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PROPOSAL NO. 1:
TO AMEND THE CORPORATION'S AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK OF
THE CORPORATION FROM 250,000,000 SHARES TO 1,500,000,000 SHARES
GENERAL
The Corporation's Amended and Restated Certificate of Incorporation
currently authorizes the issuance of 250,000,000 shares of Common Stock and
5,000,000 shares of Preferred Stock. In December 1999, the Board of Directors
adopted a resolution approving an amendment to the Amended and Restated
Certificate of Incorporation to increase the authorized number of shares of
Common Stock to 1,500,000,000 shares, subject to stockholder approval of the
amendment. No change is being proposed to the authorized number of shares of
Preferred Stock.
CURRENT USE OF SHARES
As of December 20, 1999 the Corporation had approximately 78,696,484 shares
of Common Stock outstanding, approximately 19,223,553 shares of Common Stock
reserved for future issuance under the Corporation's stock plans, of which
approximately 5,054,849 shares are covered by outstanding options and
approximately 14,168,704 shares are available for future grant or purchase.
Based upon the foregoing number of outstanding and reserved shares of Common
Stock, the Corporation has approximately 152,079,963 shares of Common Stock
authorized under it's Amended and Restated Certificate of Incorporation
remaining available for other purposes.
PROPOSED AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
The Board of Directors has adopted resolutions setting forth the proposed
amendment to Article 4 of the Corporation's Amended and Restated Certificate
of Incorporation (the "Amendment"), the advisability of the Amendment, and a
call for submission of the Amendment for approval by the Corporation's
stockholders at the Special Meeting. The following is the text of Article 4 of
the Corporation's Amended and Restated Certificate of Incorporation, as
proposed to be amended:
FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 1,505,000,000 shares, consisting
of (i) 1,500,000,000 shares of Common Stock, $.001 par value per share
("Common Stock"), and (ii) 5,000,000 shares of Preferred Stock, $.01 par value
per share ("Preferred Stock").
PURPOSE AND EFFECT OF THE PROPOSED AMENDMENT
The Board of Directors believes that it is in the Corporation's best
interest to increase the number of shares of Common Stock that the Corporation
is authorized to issue. The Board of Directors believes that the availability
of additional authorized but unissued shares will provide the Corporation with
the flexibility to issue Common Stock for proper corporate purposes which may
be identified in the future, such as to raise equity capital, to make
acquisitions through the use of stock, to establish strategic relationships
with other companies, to adopt additional employee benefit plans or reserve
additional shares for issuance under such plans and to effect stock splits,
where the Board of Directors determines it advisable to do so.
The Board of Directors believes that the proposed increase in the
authorized Common Stock will make available sufficient shares to effect one or
more of the previously mentioned purposes. No additional action or
authorization by the Corporation's stockholders would be necessary prior to
the issuance of such additional shares, unless required by applicable law or
the rules of any stock exchange or national securities association
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trading system on which the Common Stock is then listed or quoted. The
Corporation reserves the right to seek a further increase in authorized shares
from time to time in the future as considered appropriate by the Board of
Directors.
Under the Corporation's Amended and Restated Certificate of Incorporation,
the Corporation's stockholders do not have preemptive rights with respect to
Common Stock. Thus, should the Board of Directors elect to issue additional
shares of Common Stock, existing stockholders would not have any preferential
rights to purchase such shares. In addition, if the Board of Directors elects
to issue additional shares of Common Stock, such issuance could have a
dilutive effect on earnings per share, voting power, and share holdings of
current stockholders.
The proposed Amendment could, under certain circumstances, have an anti-
takeover effect. For example, in the event of an attempt to take control of
the Corporation, it may be possible for the Corporation to endeavor to impede
the attempt by issuing shares of Common Stock, thereby diluting the voting
power of the other outstanding shares and increasing the potential cost to
acquire control of the Corporation. The Amendment therefore may have the
effect of discouraging unsolicited takeover attempts. By potentially
discouraging initiation of any such unsolicited takeover attempt, the proposed
Amendment may limit the opportunity for the Corporation's stockholders to
dispose of their shares at the higher price generally available in takeover
attempts or that may be available under a merger proposal. The proposed
Amendment may have the effect of permitting the Corporation's current
management, including the current Board of Directors, to retain its position,
and place it in a better position to resist changes that stockholders may wish
to make if they are dissatisfied with the conduct of the Corporation's
business. However, the Board of Directors is not currently aware of any
attempt to take control of the Corporation and the Board of Directors has not
presented this proposal in response to any such attempt.
VOTE REQUIRED
The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock entitled to vote at the meeting is necessary for approval of
the Amendment. Abstentions and broker "non-votes" have the practical effect of
a vote "against" the proposal to amend the Corporation's Amended and Restated
Certificate of Incorporation.
RECOMMENDATION OF THE BOARD
The Board of Directors recommends that the stockholders vote "FOR" the
proposal to amend the Corporation's Amended and Restated Certificate of
Incorporation to increase the authorized number of shares of Common Stock from
250,000,000 shares to 1,500,000,000 shares.
5
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STOCKHOLDER PROPOSALS
The Corporation currently expects to hold its 2000 Annual Meeting of
Stockholders in December 2000 and to begin printing and mailing the proxy
materials to be furnished to all stockholders entitled to vote at such meeting
in October 2000. To be eligible for inclusion in the Corporation's proxy
statement for the 2000 Annual Meeting of Stockholders, proposals of
stockholders must be received at the Corporation's principal executive offices
not later than a reasonable time before the Corporation begins to print and
mail its proxy materials. Stockholder proposals that are not intended to be
included in our proxy materials for such meeting, but that are intended to be
presented by the stockholder at the 2000 Annual Meeting of Stockholders, must
be received not earlier than the ninetieth day prior to the 2000 Annual
Meeting of Stockholders (which the Corporation currently expects to hold in
December 2000) and not later than the close of business on the later of (A)
the sixtieth day prior to such annual meeting and (B) the tenth day following
the day on which notice of the date of such annual meeting was mailed or
public disclosure of the date of such annual meeting was made, whichever
occurs first. In order to curtail any controversy as to the date on which a
proposal was received by the Corporation, it is suggested that proponents
submit their proposals by certified mail, return receipt requested.
TRANSACTION OF OTHER BUSINESS
At the date of this Proxy Statement, the only business which the Board of
Directors intends to present or knows that others will present at the Special
Meeting is as set forth above. If any other matter or matters are properly
brought before the Special Meeting, or an adjournment or postponement thereof,
it is the intention of the persons named in the accompanying form of proxy to
vote the proxy on such matters in accordance with their best judgment.
EXPENSES AND SOLICITATION
The cost of soliciting proxies will be borne by the Corporation. Proxies
may be solicited by certain of the Corporation's directors, officers and
regular employees, without additional compensation, in person or by telephone
or facsimile. In addition, the Corporation may retain the services of one or
more firms to assist in the solicitation of proxies, for an estimated fee of
$5,000 plus reimbursement of expenses and may also reimburse brokerage firms
and other persons representing beneficial owners of shares for their expenses
in forwarding solicitation materials to such beneficial owners.
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SYCAMORE NETWORKS, INC.
PROXY FOR SPECIAL MEETING OF STOCKHOLDERS
JANUARY 26, 2000
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Daniel E. Smith and Frances M. Jewels, and
each of them, proxies, with full power of substitution, to vote all shares of
stock of Sycamore Networks, Inc. (the "Corporation") which the undersigned is
entitled to vote at the Special Meeting of Stockholders of the Corporation to
be held on Wednesday, January 26, 2000 (the "Special Meeting") at 9:30 a.m.
local time, at the Chelmsford Radisson Hotel, 10 Independence Drive,
Chelmsford, Massachusetts 01824, and at any adjournments thereof, upon matters
set forth in the Notice of Special Meeting of Stockholders and Proxy Statement
dated December 30, 1999, a copy of which has been received by the undersigned.
The proxies are further authorized to vote, in their discretion, upon such
other business as may properly come before the meeting or any adjournments
thereof.
SEE REVERSE SIDE
P R O X Y
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[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN, WILL BE VOTED "FOR" THE PROPOSAL IN ITEM 1
1. To amend the Corporation's Amended and Restated Certificate of Incorporation
to increase the number of authorized shares of Common Stock of the
Corporation from 250,000,000 shares to 1,500,000,000 shares.
[_] FOR [_] AGAINST [_] ABSTAIN
2. To transact such other business as may properly come before the meeting and
any adjournment thereof.
[_] MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW
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[_] MARK HERE IF YOU PLAN TO ATTEND THE MEETING
If signing as attorney, executor, trustee or guardian, please give your full
title as such. If stock is held jointly, each owner should sign.
________________________________________________________________________________
Signature Date
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Signature Date
