As filed with the Securities and Exchange Commission on September 8, 2000
Registration No. 333-_________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SYCAMORE NETWORKS, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-3410558
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10 Elizabeth Drive, Chelmsford, Massachusetts 01824
(Address of Principal Executive Offices) (Zip Code)
Sirocco Systems, Inc. 1998 Stock Plan
(formerly FNR Systems, Inc. 1998 Stock Plan)
(Full title of the plan)
Daniel E. Smith
President and Chief Executive Officer
Sycamore Networks, Inc.
10 Elizabeth Drive
Chelmsford, MA 01824
(978) 250-2900
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
Copies to:
Margaret A. Brown, Esquire
Skadden, Arps, Slate, Meagher & Flom LLP
One Beacon Street
Boston, MA 02108-3194
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to be offering aggregate Registration
to be registered price offering fee
registered per share price
-----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 15,456 $0.10 $1,574.98 $0.42
par value (1) 177,743 0.36 64,686.51 17.08
516,748 0.39 203,106.47 53.62
662,370 0.60 395,335.40 104.37
39,840 99.32 3,957,089.70 1,044.67
27,477 113.68 3,123,531.79 824.61
13,738 113.81 1,563,508.95 412.77
10,304 114.13 1,175,988.59 310.46
20,606 125.62 2,588,423.65 683.34
6,869 126.05 865,849.58 228.58
27,476 128.64 3,534,594.17 933.13
13,738 11.26 1,803,294.99 476.07
11,051 132.60 1,465,390.85 386.86
44,651 136.07 6,075,536.39 1,603.94
10,304 136.75 1,409,086.32 372.00
2,747 137.30 377,175.65 99.57
18,547 138.18 2,562,787.49 676.58
1,030 140.65 144,872.33 38.25
4,808 143.49 689,906.77 182.14
4,808 147.33 708,384.55 187.01
24,041 149.24 3,587,916.44 947.21
Totals: 1,654,352 Shares $36,298,041.59 $9,582.68
-----------------------------------------------------------------------------------------
</TABLE>
(1) All such shares are issuable upon the exercise of outstanding options
to purchase the number of shares at the exercise price listed above.
Pursuant to Rule 457(h)(1), the aggregate offering price and the fee
have been computed upon the basis of the price at which the options
may be exercised. This registration statement also includes an
indeterminate number of shares that may be subject to issuance as a
result of anti-dilution provisions.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1). Such documents
are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. Such documents
and the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II of this Form, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities
Act.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). The following documents, which are
on file with the Commission, are incorporated in this Registration
Statement by reference:
(1) Rule 424(b)(3) Prospectus filed on August 16, 2000;
(2) Quarterly Reports on Form 10-Q for the quarters ended October 30,
1999, January 29, 2000 and April 29, 2000;
(3) Current Reports on Form 8-K filed on February 14, 2000, June 12,
2000 and September 8, 2000; and
(4) The description of Common Stock contained in the Rule 424(b)(3)
Prospectus filed on August 16, 2000.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all shares of
Common Stock offered hereby have been sold or which deregisters all shares
of Common Stock then remaining unsold, shall be deemed to be incorporated
by reference herein and to be part hereof from the date of the filing of
such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Article SEVENTH of the Registrant's Amended and Restated Certificate
of Incorporation (the "Restated Certificate") provides that no director of
the Registrant shall be personally liable for any monetary damages for any
breach of fiduciary duty as a director, except to the extent that the
Delaware General Corporation Law prohibits the elimination or limitation of
liability of directors for breach of fiduciary duty.
Article EIGHTH of the Restated Certificate provides that a director
or officer of the Registrant (a) shall be indemnified by the Registrant
against all expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement incurred in connection with any litigation or
other legal proceeding (other than an action by or in the right of the
Registrant) brought against him by virtue of his position as a director or
officer of the Registrant if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful and (b) shall be
indemnified by the Registrant against all expenses (including attorneys'
fees) and amounts paid in settlement incurred in connection with any action
by or in the right of the Registrant brought against him by virtue of his
position as director or officer of the Registrant if he acted in good faith
and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Registrant, except that no indemnification shall be
made with respect to any matter as to which such person shall have been
adjudged to be liable to the Registrant, unless the Court of Chancery of
Delaware determines that, despite such adjudication but in view of all of
the circumstances, he is entitled to indemnification of such expenses.
Notwithstanding the foregoing, to the extent that a director or officer has
been successful, on the merits or otherwise, including, without limitation,
the dismissal of an action without prejudice, he is required to be
indemnified by the Registrant against all expenses (including attorneys'
fees) incurred in connection therewith. Expenses shall be advanced to a
director or officer at his request, unless it is determined that he did not
act in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Registrant, and, with respect to any
criminal action or proceeding had reasonable cause to believe that his
conduct was unlawful, provided that he undertakes to repay the amount
advanced if it is ultimately determined that he is not entitled to
indemnification for such expenses.
Indemnification is required to be made unless the Registrant
determines that the applicable standard of conduct required for
indemnification has not been met. In the event of a determination by the
Registrant that the director or officer did not meet the applicable
standard of conduct required for indemnification, or if the Registrant
fails to make an indemnification payment within 60 days after such payment
is claimed by such person, such person is permitted to petition the court
to make an independent determination as to whether such person is entitled
to indemnification. As a condition precedent to the right of
indemnification, the director or officer must give the Registrant notice of
the action for which indemnity is sought and the Registrant has the right
to participate in such action or assume the defense thereof.
Article EIGHTH of the Restated Certificate further provides that the
indemnification provided therein is not exclusive, and provides that in the
event that the Delaware General Corporation Law is amended to expand the
indemnification permitted to directors or officers, the Registrant must
indemnify those persons to the fullest extent permitted by such law as so
amended.
Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or
agent of the corporation and certain other persons serving at the request
of the corporation in related capacities against amounts paid and expenses
incurred in connection with an action or proceeding to which he is or is
threatened to be made a party by reason of such position, if such person
shall have acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, and, in any
criminal proceeding, if such person had no reasonable cause to believe his
conduct was unlawful; provided that, in the case of actions brought by or
in the right of the corporation, no indemnification shall be made with
respect to any matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the
adjudicating court determines that such indemnification is proper under the
circumstances.
The Registrant has entered into indemnification agreements with each
of its director and officers. These agreements may require the Registrant,
among other things, to indemnify directors and officers against certain
liabilities that may arise by reason of their status or service as
directors and officers and to advance their expenses incurred as a result
of any proceeding against them as to which they could be indemnified.
The Registrant has obtained liability insurance for its officers and
directors, which insures such officers and directors against certain
liabilities.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
Item 9. Undertakings
a. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
b. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
c. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chelmsford, Commonwealth of
Massachusetts, on this 8th day of September, 2000.
SYCAMORE NETWORKS, INC.
By: /s/ Daniel E. Smith
-------------------------------------
Daniel E. Smith
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Sycamore Networks,
Inc., hereby severally constitute Gururaj Deshpande, Daniel E. Smith and
Frances M. Jewels, and each of them individually, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us
and in our names in the capacities indicated below, the Registration
Statement on Form S-8 filed herewith and any and all subsequent amendments
to said Registration Statement, and generally to do all such things in our
names and behalf in our capacities as officers and directors to enable
Sycamore Networks, Inc. to comply with all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as
they may be signed by said attorneys, or any of them, to said Registration
Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
indicated on this 8th day of September, 2000.
/s/ Gururaj Deshpande Chairman of the Board of Directors
______________________________
Gururaj Deshpande
/s/ Daniel E. Smith President, Chief Executive Officer and
______________________________ Director
Daniel E. Smith
/s/ Frances M. Jewels Chief Financial Officer, Vice President,
_______________________________ Finance and Administration, Secretary and
Frances M. Jewels Treasurer
/s/ Timothy Barrows Director
______________________________
Timothy Barrows
/s/ Paul J. Ferri Director
______________________________
Paul J. Ferri
/s/ John W. Gerdelman Director
______________________________
John W. Gerdelman
EXHIBIT INDEX
Exhibit
Number Description
*4.1 Specimen Certificate of Common Stock, $.001 par value per
share, of the Registrant is incorporated herein by
reference to Exhibit 4(a) to the Registrant's
Registration Statement on Form S-4 (Registration No.
333-40146)
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 5.1)
23.2 Consent of PriceWaterhouseCoopers LLP (Boston, Massachusetts)
23.3 Consent of PriceWaterhouseCoopers LLP (Hartford, Connecticut)
24.1 Power of Attorney (included in the signature pages of
this Registration Statement)
__________________
* Incorporated by reference to Sycamore Networks, Inc.'s Registration
Statement on Form S-1 (Registration Statement No. 333-84635)
