SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
June 5, 2000
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(Date of earliest event reported)
Sycamore Networks, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 333-25853 04-3410558
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(State or other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
10 Elizabeth Drive, Chelmsford, Massachusetts 01824
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(Address of principal executive offices, including zip code)
(978) 250-2900
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, If Changed Since Last Report)
Item 5. OTHER EVENTS.
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Sycamore Networks, Inc. ("Sycamore"), a Delaware corporation,
Tropical Acquisition Corporation ("Sub"), a Delaware corporation and a
wholly owned subsidiary of Sycamore, and Sirocco Systems, Inc. ("Sirocco"),
a Delaware corporation, have entered into an Agreement and Plan of Merger
dated as of June 5, 2000 (the "Merger Agreement") pursuant to which, among
other things, Sub would merge with and into Sirocco with Sirocco as the
surviving corporation (the "Merger"). Under the terms of the Merger
Agreement, common stock of Sycamore will be exchanged for all outstanding
shares of Sirocco, and Sycamore will assume all outstanding options of
Sirocco.
Completion of the transactions contemplated by the Merger Agreement
is expected to occur in the first quarter of Sycamore's fiscal year 2001.
The merger is intended to qualify as a reorganization under Section
368(a) of the Internal Revenue Code and as a "pooling of interests" in
accordance with generally accepted accounting principles for financial
accounting purposes.
In connection with the execution of the Merger Agreement, certain
stockholders of Sirocco have entered into a Voting Agreement dated as of
June 5, 2000 (the "Voting Agreement").
Copies of the Merger Agreement and the Voting Agreement are attached
hereto as Exhibits 2.1 and 2.2 and are incorporated herein by reference. A
copy of a press release issued by Sycamore announcing the execution of the
Merger Agreement is attached hereto as Exhibit 99.1 and is also
incorporated herein by reference.
Item 7. EXHIBITS.
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EXHIBIT
NUMBER DESCRIPTION
2.1 Agreement and Plan of Merger dated as of June 5, 2000 by and
among Sycamore Corporation, Tropical Acquisition Corporation
and Sirocco Systems, Inc.
2.2 Voting Agreement dated as of June 5, 2000 by and among Sycamore
Networks, Inc., Sirocco Systems, Inc. and Certain Stockholders
99.1 Press Release dated June 6, 2000
Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and
other attachments to the Agreement and Plan of Merger have been omitted.
Such exhibits will be submitted to the Securities and Exchange Commission
upon request.
SIGNATURES
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 hereunto duly authorized.
SYCAMORE NETWORKS, INC.
By:/s/ Frances M. Jewels
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Frances M. Jewels
Chief Financial Officer and Vice President
Date: June 12, 2000
EXHIBIT INDEX
Item 7. EXHIBITS.
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EXHIBIT
NUMBER DESCRIPTION
2.1 Agreement and Plan of Merger dated as of June 5, 2000 by and among
Sycamore Networks, Inc., Tropical Acquisition Corporation and
Sirocco Systems, Inc.
2.2 Voting Agreement dated as of June 5, 2000 by and among Sycamore
Networks, Inc., Sirocco Systems, Inc. and Certain Stockholders
99.1 Press Release dated June 6, 2000
Pursuant to Item 601(b)(2) of Regulation S-K, certain schedules and
other attachments to the Agreement and Plan of Merger have been omitted.
Such exhibits will be submitted to the Securities and Exchange Commission
upon request.
