<PAGE>
As filed with the Securities and Exchange Commission on September 12, 2000
Registration No. 333-40146
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
SYCAMORE NETWORKS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 3661 04-3410558
(State or other (Primary Standard (I.R.S. Employer
Jurisdiction Industrial Identification No.)
of Incorporation or Classification Code
Organization) Number)
---------------
10 Elizabeth Drive
Chelmsford, Massachusetts 01824
(978) 250-2900
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
---------------
Daniel E. Smith
President and Chief Executive Officer
Sycamore Networks, Inc.
10 Elizabeth Drive
Chelmsford, Massachusetts 01824
(978) 250-2900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
Copies to:
<TABLE>
<S> <C>
Margaret A. Brown, Esq. Frances M. Jewels, Esq. Frank J. Marco, Esq.
Skadden, Arps, Slate, Vice President and Chief Day, Berry & Howard LLP
Meagher & Flom LLP Financial Officer CityPlace I, 25th Floor
One Beacon Street Sycamore Networks, Inc. 185 Asylum Street
Boston, Massachusetts 10 Elizabeth Drive Hartford, CT 06103
02108 Chelmsford, Massachusetts Telephone: (860) 275-0100
Telephone: (617) 573-4800 01824
Telephone: (978) 250-2900
</TABLE>
---------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective and certain
other conditions under the merger agreement are satisfied or waived.
If any of the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X]
CALCULATION OF REGISTRATION FEE
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--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Title of Each Class of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share Price Registration Fee
---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock, par value
$.001 per share....... 28,378,690(1) N/A $9,091,195.68(2) $2,400.07(3)
</TABLE>
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(1) Based on the quotient of $2,400,000,000, the agreed valuation of Sirocco,
divided by $84.5705, the average price of Sycamore common stock pursuant to
the merger agreement.
(2) Estimated solely for the purpose of calculating the registration fee
required by Section 6(b) of the Securities Act of 1933, as amended, and
calculated pursuant to Rule 457(f) under the Securities Act. As there is no
market for the securities of Sirocco to be received by Sycamore in the
merger, and as Sirocco has an accumulated capital deficit, the proposed
maximum aggregate offering price is calculated, pursuant to Rule 457(f)(2)
under the Securities Act, as the sum of: (i) $10,168.67, one-third of the
stated value of the 30,506,279 shares of Sirocco common stock outstanding
as of March 31, 2000; (ii) $196,209, one-third of the stated value of the
60,000 shares of Sirocco Series A preferred stock outstanding as of March
31, 2000; (iii) $422,404.67, one-third of the stated value of the 85,000
shares of Sirocco Series B preferred stock outstanding as of March 31,
2000; (iv) $1,930,174.67, one third of the stated value of the 2,654,548
shares of Sirocco Series C preferred stock outstanding as of March 31,
2000; and (v) $6,532,238.67, one-third of the stated value of the 5,370,047
shares of Sirocco Series D preferred stock outstanding as of March 31,
2000.
(3) Previously paid.
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--------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROXY STATEMENT/PROSPECTUS
Item 20. 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 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, 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
II-1
<PAGE>
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
directors 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 21. Exhibits and Financial Statement Schedules.
<TABLE>
<CAPTION>
Exhibit No.
-----------
<C> <S>
*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.
****3.1 Amended and Restated Certificate of Incorporation of Sycamore
Networks, Inc.
****3.2 Certificate of Amendment to the Amended and Restated Certificate
of Incorporation of Sycamore Networks, Inc.
****3.3 Amended and Restated By-Laws of Sycamore Networks, Inc.
**4.1 Specimen common stock certificate
****4.2 See Exhibits 3.1, 3.2 and 3.3 for provisions of the Certificate of
Incorporation and By-Laws of Sycamore Networks, Inc. defining the
rights of holders of common stock of Sycamore Networks, Inc.
**4.3 Second Amended and Restated Investor Rights Agreement dated
February 26, 1999, as amended by Amendment No. 1 dated as of July
23, 1999
****4.4 Amendment No. 2 dated as of August 5, 1999 to the Second Amended
and Restated Investor Rights Agreement dated February 26, 1999
****4.5 Amendment No. 3 dated as of September 20, 1999 to the Second
Amended and Restated Investor Rights Agreement dated February 26,
1999
****4.6 Amendment No. 4 dated as of February 11, 2000 to the Second
Amended and Restated Investor Rights Agreement dated February 26,
1999
******5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding
validity of securities being registered
8.1 Opinion of Day, Berry & Howard LLP regarding certain tax aspects
of the merger
8.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding
certain tax aspects of the merger
**10.1 1998 Stock Incentive Plan, as amended
**10.2 1999 Non-Employee Directors' Option Plan
**+10.3 Purchase and License Agreement between Sycamore Networks, Inc. and
Williams Communications, Inc. dated March 5, 1999
***+10.4 Addendum to Purchase and License Agreement between Sycamore
Networks, Inc. and Williams Communications, Inc. dated November
21, 1999
****+10.5 Manufacturing Services Agreement between Sycamore Networks, Inc.
and Celestica Corporation dated February 9, 2000
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
**10.6 Lease dated as of December 21, 1998 between BerCar II LLC, a
Massachusetts limited liability company and Sycamore Networks,
Inc. regarding 10 Elizabeth Drive, Chelmsford, MA
**10.7 1999 Stock Incentive Plan
**10.8 Lease Agreement between WA/TIB Real Estate Limited Partnership and
Sycamore Networks, Inc. effective September 20, 1999
***10.9 Form of Indemnification Agreement between Sycamore, the Directors
of Sycamore Networks, Inc. and executive officers of Sycamore
Networks, Inc. each dated November 17, 1999
***10.10 Form of Change in Control Agreement between Sycamore Networks,
Inc. and executive officers of Sycamore Networks, Inc. each dated
November 17, 1999
***10.11 Promissory Note and Pledge Agreement dated October 20, 1999
between Sycamore Networks, Inc. and Kevin Oye, Vice President of
Business Development
****10.12 Promissory Note dated February 5, 1999 between Sycamore Networks,
Inc. and Eric Swanson
****10.13 Promissory Note dated June 16, 1999 between Sycamore Networks,
Inc. and Eric Swanson
****10.14 Lease Agreement between Sycamore Networks, Inc. and New Boston
Mill Road Limited Partnership dated March 8, 2000
****10.15 Assignment of Subleases between Sycamore Networks, Inc. and
Thermedics Detection, Inc. dated March 8, 2000
*****10.16 Lease Agreement between Sycamore Networks, Inc. and Farley White
Associates, LLC dated March 23, 2000
*10.17 Amended Voting Agreement dated as of June 5, 2000, by and among
Sycamore Networks, Inc., Sirocco Systems, Inc. and the
Stockholders named therein
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as
part of its opinions filed as Exhibit 5.1 and Exhibit 8.2,
respectively)
******23.2 Consent of PricewaterhouseCoopers LLP (Boston, Massachusetts)
******23.3 Consent of PricewaterhouseCoopers LLP (Hartford, Connecticut)
23.4 Consent of Day, Berry & Howard LLP (included as part of its
opinion filed as Exhibit 8.1)
******24.1 Powers of Attorney (see signature page for previous filing)
******99.1 Form of Proxy Card
99.2 Form of Escrow Agreement, by and among Sycamore Networks, Inc.,
the Stockholder Representative named therein and the Escrow Agent
named therein
</TABLE>
--------
* Incorporated by reference to Sycamore Networks, Inc.'s Current Report on
Form 8-K filed with the Commission on June 6, 2000.
** Incorporated by reference to Sycamore Networks, Inc.'s Registration
Statement on Form S-1 (Registration Statement No. 333-84635).
*** Incorporated by reference to Sycamore Networks, Inc.'s Quarterly Report
on Form 10-Q for the quarterly period ended October 31, 1999 filed with
the Commission on December 13, 1999.
**** Incorporated by reference to Sycamore Networks Inc.'s Registration
Statement on Form S-1 (Registration Statement No. 333-30630)
***** Incorporated by reference to Sycamore Networks Inc.'s Quarterly Report
on Form 10-Q for the quarterly period ended April 29, 2000 filed with
the Commission on June 12, 2000.
****** Previously filed in Sycamore Networks, Inc.'s Registration Statement on
Form S-4 (Registration Statement No. 333-40146).
+ Confidential treatment granted for certain portions of this Exhibit
pursuant to Rule 406 promulgated under the Securities Act, which
portions are omitted and filed separately with the Securities and
Exchange Commission.
II-3
<PAGE>
Item 22. Undertakings.
The undersigned registrant hereby undertakes:
(1) The undersigned registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
(2) The undersigned registrant undertakes that every prospectus: (i) that is
filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to
meet the requirements of Section 10(a)(3) of the Securities Act and is used in
connection with an offering of securities subject to Rule 415, will be filed as
a part of an amendment to the registration statement and will not be used until
such amendment is effective, and that, for purposes of determining any
liability under the Securities Act, 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) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.
(4) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
(5) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions described in Item 20 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 Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-4 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Chelmsford, Massachusetts, on this 12th day of September,
2000.
Sycamore Networks, Inc.
/s/ Daniel E. Smith
By: _________________________________
Daniel E. Smith
President and Chief Executive
Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed by the following persons in the
capacities on the date indicated.
<TABLE>
<S> <C> <C>
/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 Treasurer
Frances M. Jewels
/s/ Timothy Barrows Director
______________________________________
Timothy Barrows
/s/ Paul J. Ferri Director
______________________________________
Paul J. Ferri
/s/ John W. Gerdelman Director
______________________________________
</TABLE> John W. Gerdelman
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<C> <S>
*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.
****3.1 Amended and Restated Certificate of Incorporation of Sycamore
Networks, Inc.
****3.2 Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of Sycamore Networks, Inc.
****3.3 Amended and Restated By-Laws of Sycamore Networks, Inc.
**4.1 Specimen common stock certificate
****4.2 See Exhibits 3.1, 3.2 and 3.3 for provisions of the Certificate of
Incorporation and By-Laws of Sycamore Networks, Inc. defining the
rights of holders of common stock of Sycamore Networks, Inc.
**4.3 Second Amended and Restated Investor Rights Agreement dated
February 26, 1999, as amended by Amendment No. 1 dated as of July
23, 1999
****4.4 Amendment No. 2 dated as of August 5, 1999 to the Second Amended
and Restated Investor Rights Agreement dated February 26, 1999
****4.5 Amendment No. 3 dated as of September 20, 1999 to the Second
Amended and Restated Investor Rights Agreement dated February 26,
1999
****4.6 Amendment No. 4 dated as of February 11, 2000 to the Second Amended
and Restated Investor Rights Agreement dated February 26, 1999
******5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding
validity of securities being registered
8.1 Opinion of Day, Berry & Howard LLP regarding certain tax aspects of
the merger
8.2 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding
certain tax aspects of the merger
**10.1 1998 Stock Incentive Plan, as amended
**10.2 1999 Non-Employee Directors' Option Plan
**+10.3 Purchase and License Agreement between Sycamore Networks, Inc. and
Williams Communications, Inc. dated March 5, 1999
***+10.4 Addendum to Purchase and License Agreement between Sycamore
Networks, Inc. and Williams Communications, Inc. dated November 21,
1999
****+10.5 Manufacturing Services Agreement between Sycamore Networks, Inc.
and Celestica Corporation dated February 9, 2000
**10.6 Lease dated as of December 21, 1998 between BerCar II LLC, a
Massachusetts limited liability company and Sycamore Networks, Inc.
regarding 10 Elizabeth Drive, Chelmsford, MA
**10.7 1999 Stock Incentive Plan
**10.8 Lease Agreement between WA/TIB Real Estate Limited Partnership and
Sycamore Networks, Inc. effective September 20, 1999
***10.9 Form of Indemnification Agreement between Sycamore, the Directors
of Sycamore Networks, Inc. and executive officers of Sycamore
Networks, Inc. each dated November 17, 1999
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
***10.10 Form of Change in Control Agreement between Sycamore Networks,
Inc. and executive officers of Sycamore Networks, Inc. each dated
November 17, 1999
***10.11 Promissory Note and Pledge Agreement dated October 20, 1999
between Sycamore Networks, Inc. and Kevin Oye, Vice President of
Business Development
****10.12 Promissory Note dated February 5, 1999 between Sycamore Networks,
Inc. and Eric Swanson
****10.13 Promissory Note dated June 16, 1999 between Sycamore Networks,
Inc. and Eric Swanson
****10.14 Lease Agreement between Sycamore Networks, Inc. and New Boston
Mill Road Limited Partnership dated March 8, 2000
****10.15 Assignment of Subleases between Sycamore Networks, Inc. and
Thermedics Detection, Inc. dated March 8, 2000
*****10.16 Lease Agreement between Sycamore Networks, Inc. and Farley White
Associates, LLC dated March 23, 2000
*10.17 Amended Voting Agreement dated as of June 5, 2000, by and among
Sycamore Networks, Inc., Sirocco Systems, Inc. and the
Stockholders named therein
23.1 Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as
part of its opinions filed as Exhibit 5.1 and Exhibit 8.2,
respectively)
******23.2 Consent of PricewaterhouseCoopers LLP (Boston, Massachusetts)
******23.3 Consent of PricewaterhouseCoopers LLP (Hartford, Connecticut)
23.4 Consent of Day, Berry & Howard LLP (included as part of its
opinion filed as Exhibit 8.1)
******24.1 Powers of Attorney (see signature page for previous filing)
******99.1 Form of Proxy Card
99.2 Form of Escrow Agreement, by and among Sycamore Networks, Inc.,
the Stockholder Representative named therein and the Escrow Agent
named therein
</TABLE>
--------
* Incorporated by reference to Sycamore Networks, Inc.'s Current Report on
Form 8-K filed with the Commission on June 6, 2000.
** Incorporated by reference to Sycamore Networks, Inc.'s Registration
Statement on Form S-1 (Registration Statement No. 333-84635).
*** Incorporated by reference to Sycamore Networks, Inc.'s Quarterly Report
on Form 10-Q for the quarterly period ended October 31, 1999 filed with
the Commission on December 13, 1999.
**** Incorporated by reference to Sycamore Networks Inc.'s Registration
Statement on Form S-1 (Registration Statement No. 333-30630)
***** Incorporated by reference to Sycamore Networks Inc.'s Quarterly Report
on Form 10-Q for the quarterly period ended April 29, 2000 filed with
the Commission on June 12, 2000.
****** Previously filed in Sycamore Networks, Inc.'s Registration Statement on
Form S-4 (Registration Statement No. 333-40146).
+ Confidential treatment granted for certain portions of this Exhibit
pursuant to Rule 406 promulgated under the Securities Act, which
portions are omitted and filed separately with the Securities and
Exchange Commission.
