Sycamore Networks, Inc. Announces Intent to Proceed with Dissolution
Sycamore Networks, Inc. (NASDAQ: SCMR) (the “Company”) announced today
that its Board of Directors has determined that, for the reasons stated
in the Definitive Proxy Statement filed with the Securities and Exchange
Commission (the “SEC”) in connection with the Special Meeting of
Stockholders of the Company held on January 29, 2013 (the “Special
Meeting”), and after reviewing strategic alternatives for all of the
Company’s assets and available options for providing value to the
Company’s stockholders, it is advisable and in the best interest of the
stockholders for the Company to proceed with its previously announced
liquidation and dissolution in accordance with the plan of complete
liquidation and dissolution that the stockholders approved at the
Special Meeting, effective as of the close of business on March 7, 2013.
The Company intends to file a certificate of dissolution with the
Delaware Secretary of State on March 7, 2013 (the “Certificate of
Dissolution”). In connection with the filing of the Certificate of
Dissolution, the Company will close its stock transfer books and
discontinue recording transfers of its common stock, $0.001 par value
per share (the “Common Stock”), as of 5:00 p.m. Eastern Time on March 7,
2013. The Board has fixed March 7, 2013 as the final date for the
recording of stock transfers and as the record date for determining
Company stockholders entitled to receive any future distributions of
available assets. Only those stockholders of record as of the close of
business on March 7, 2013 will be entitled to such future distributions.
Subject to uncertainties inherent in the winding up of its business, the
Company expects to make one or more liquidating distributions as
promptly as practicable after paying, or providing for the payment of,
any outstanding claims in accordance with Delaware law. No assurances
can be made as to the ultimate amounts to be distributed or the timing
of any distributions.
The Company intends to submit a request to The NASDAQ Stock Market
(“NASDAQ”) to suspend trading of the Common Stock on The NASDAQ Global
Select Market effective as of the close of trading on March 7, 2013. The
Company also intends to notify NASDAQ that it will file a Form 25 with
the SEC on or about March 15, 2013 and request that NASDAQ delist the
Common Stock from The NASDAQ Global Select Market effective prior to the
opening of trading on March 25, 2013. Following the suspension of
trading of the Common Stock on The NASDAQ Global Select Market, shares
of the Common Stock held in street name with brokers may be traded in
the over-the-counter market on an electronic bulletin board established
for unlisted securities, such as the OTC Bulletin Board or the Pink
Sheets. The Company advises its stockholders that the suspension of
trading of the Common Stock on The NASDAQ Global Select Market may
reduce the Common Stock’s market liquidity and, as a result, investors
may find it more difficult to dispose of, or obtain accurate quotations
for the price of, the Common Stock, if they are able to trade the Common
Stock at all.
About Sycamore Networks, Inc.
Sycamore Networks, Inc. (NASDAQ: SCMR) is based in Chelmsford,
Massachusetts. For more information, please visit www.scmrinc.com.
Safe Harbor for Forward-Looking Statements
We wish to caution you that certain matters discussed in this press
release may constitute “forward-looking statements,” as defined under
the federal securities laws. Risks and uncertainties relating to the
Company could cause actual events and results to differ materially from
those stated or implied in such statements. Potential risks and
uncertainties include, among others, the Company’s Board of Directors
may determine to abandon or delay the implementation of the plan of
complete liquidation and dissolution of the Company; the Company’s
inability to predict the timing or amount of any additional cash
distributions to stockholders; in the event that the Company proceeds
with the plan of complete liquidation and dissolution, the Company’s
stockholders could be liable to the Company’s creditors in the event
that the Company fails to create an adequate contingency reserve to
satisfy claims against it; the limited ability of our stockholders to
trade our stock after we close our stock transfer books, and the
Company’s continuing costs associated with complying with public company
reporting requirements. More information about potential factors that
could affect the Company’s dissolution and the amount of any future
distributions is included in the section entitled “Risk Factors” in the
Company’s filings with the Securities and Exchange Commission. The
Company disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future results or otherwise.