Form 8-K SYCAMORE NETWORKS INC For: Mar 26

 

 

UNITED STATES

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

March 26, 2015

Date of Report (Date of earliest event reported)

 

 

SYCAMORE NETWORKS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		000-27273		04-3410558
(State or other jurisdiction of incorporation)		(Commission file number)		(IRS Employer Identification No.)

300 Brickstone Square, Suite 201

Andover, MA 01810

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (978) 662-5245

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 1.01: Entry into a Material Definitive Agreement

As previously reported, on October 10, 2014, Sycamore Networks, Inc. (the “Company”) entered into a Purchase and Sale Agreement, as amended on February 24, 2015, relating to the sale of approximately 102 acres of undeveloped land located in Tyngsborough, Massachusetts (the “Tyngsborough Land”) to Princeton Tyngsborough Commons LLC (“Buyer”) for a total purchase price of $2.5 million (the “Purchase Agreement”). On March 27, 2015, in connection with the matter involving certain abutters of the Tyngsborough Land, as described more fully under “Item 8.01: Other Information” below, the Company and Buyer entered into a Second Amendment to Purchase and Sale Agreement (the “Second Amendment”) providing for, among other things, an extension of the closing date to March 30, 2015. On March 30, 2015, the Company and Buyer entered into a Third Amendment to Purchase and Sale Agreement (the “Third Amendment”) providing for, among other things, (i) an extension of the closing date to the earlier of July 31, 2015 or the 30^th day following the date upon which Buyer is able to obtain from its title insurance company a commitment to issue an owner’s policy of title insurance satisfying certain conditions set forth in the Third Amendment; (ii) the Company and Buyer to cooperate in good faith in connection with the matter involving certain abutters of the Tyngsborough Land, as described more fully under “Item 8.01: Other Information” below; and (iii) Buyer to deposit an additional $50,000 with the escrow agent to be credited to the purchase price at closing. The terms of the Purchase Agreement, as amended, provide that in the event that Buyer defaults on its obligation to complete the transaction, the Company will retain the entire amount of the deposits, which totalled $350,000 as of April 1, 2015.

Copies of the Second Amendment and Third Amendment are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The descriptions of the Purchase Agreement, the Second Amendment and the Third Amendment in this Current Report are summaries and are qualified in their entirety by reference to the complete text of such agreements. For further information regarding the transaction, please see Item 1.01 of the Company’s Current Report on Form 8-K filed on October 17, 2014 and the terms and conditions of the Purchase Agreement filed as Exhibit 10.1 thereto; Item 1.01 of the Company’s Current Report on Form 8-K filed on February 26, 2015 and the terms and conditions of the first amendment to the Purchase Agreement filed as Exhibit 10.1 thereto; the Company’s Annual Report on Form 10-K for the year ended July 31, 2014 filed on October 27, 2014; the Company’s Quarterly Report on Form 10-Q for the quarterly period ended October 25, 2014 filed on December 4, 2014; and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended January 24, 2015 filed on March 9, 2015.

The closing of the sale is subject to certain conditions and obligations of the parties prior to closing, some of which are outside of the Company’s control and, accordingly, there can be no assurance when or if such closing will occur. If the Purchase Agreement is terminated, there can be no assurance of when, if ever, the Company will be able to sell the Tyngsborough Land. The inability to sell the Tyngsborough Land may delay the completion of the Company’s liquidation and related distributions to its stockholders.

Item 8.01: Other Information

On March 26, 2015, Franklin Equities, LLC and FE Potash 100, LLC (together, the “Plaintiffs”), abutters of the Tyngsborough Land, filed a complaint (the “Complaint”) in the Land Court Department of the Trial Court of the Commonwealth of Massachusetts against the

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Company and Charles McAnsin Associates, A Limited Partnership. The Complaint asserts that pursuant to a Reciprocal Easement Agreement, dated as of November 23, 1998 (the “Easement Agreement”), by and between predecessors-in-title of the Plaintiffs and the Company as owners of certain real property (including, in the case of the Company and its predecessor-in-title, several lots constituting the Tyngsborough Land), the parties thereto agreed to give each other easements for vehicular access over a certain road. The Complaint further asserts that by an amendment to the Easement Agreement, dated as of October 30, 2000, the parties removed all but one lot owned by the Company’s predecessor-in-title from within the purview of the Easement Agreement, and that consequently the Company has the right to use of only a portion of the road and with respect to the single lot only.

The Complaint states a claim to quiet title, and seeks relief in the form of 1) a declaration that that the Company has the right as appurtenant to the single lot to use the road for access to that lot, 2) a declaration that the Company has no appurtenant right to use the disputed section of the road for any purpose, 3) a declaration that the Company’s only right to use the disputed section of the road is the right appurtenant to the single lot, 4) a declaration that a development proposed on the Tyngsborough Land would not have access over the disputed section of the road and 5) an award of Plaintiffs’ costs. The Company intends to vigorously contest the claims set forth in the Complaint.

Item 9.01: Financial Statements and Exhibits

 

Exhibit Number		Description
10.1		Second Amendment to Purchase and Sale Agreement, dated as of March 27, 2015, by and between Sycamore Networks, Inc. and Princeton Tyngsborough Commons LLC.
10.2		Third Amendment to Purchase and Sale Agreement, dated as of March 30, 2015, by and between Sycamore Networks, Inc. and Princeton Tyngsborough Commons LLC.

 

2

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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 thereunto duly authorized.

Sycamore Networks, Inc.

 

By:		/s/ David Guerrera
		David Guerrera
		President, General Counsel and Secretary
		(Duly Authorized Officer and Principal Executive Officer)

Dated: April 1, 2015

Exhibit 10.1

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Second Amendment”), dated as of March 27, 2015 (the “Effective Date”), is made and entered into by and between SYCAMORE NETWORKS, INC. (the “Seller”) and PRINCETON TYNGSBORO COMMONS LLC (the “Buyer”).

RECITALS

A. Seller and Buyer are parties to that certain Purchase and Sale Agreement dated as of October 10, 2014 (the “Original Purchase Agreement”), as amended by that certain First Amendment to Purchase and Sale Agreement dated as of February 24, 2015 (the “First Amendment”; the Original Purchase Agreement and the First Amendment, together, the “Purchase Agreement”) wherein the Buyer has agreed to purchase and Seller has agreed to sell that certain property consisting of 102.3 acres, more or less, located off Westford Road, Tyngsborough, Massachusetts as more particularly described in the Purchase Agreement, as well as the Supplemental Escrow Agreement dated October 14, 2014 regarding the Escrow Agent’s duties regarding deposits.

B. The time of the performance and delivery of the Deed for the transaction contemplated by the Purchase Agreement, as affected by that certain letter dated December 31, 2014 from the Buyer to the Seller and the First Amendment, is presently scheduled to take place on March 27, 2015 (the “Current Closing Date”).

C. Seller and Buyer wish to extend the time of performance of the transaction contemplated by the Purchase Agreement.

AGREEMENT:

NOW, THEREFORE, in consideration of the premises, the sum of Ten Dollars and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and confessed, Seller and Buyer hereby agree as follows:

1. Extended Time of Performance.

The time of performance and delivery of the Deed for the transaction contemplated by the Purchase Agreement is hereby extended from the Current Closing Date to March 30, 2015.

2. Ratification. Except as amended by this Second Amendment, all other terms, conditions, covenants and provisions as appear in the Purchase Agreement and the Supplemental Escrow Agreement are hereby ratified and confirmed and shall remain unchanged.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have caused this Second Amendment to be duly executed under seal as of the date first written above.

 

Exhibit 10.2

THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT

THIS THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Third Amendment”), dated as of March 30, 2015 (the “Effective Date”), is made and entered into by and between SYCAMORE NETWORKS, INC. (the “Seller”) and PRINCETON TYNGSBORO COMMONS LLC (the “Buyer”).

RECITALS

A. Seller and Buyer are parties to that certain Purchase and Sale Agreement dated as of October 10, 2014 (the “Original Purchase Agreement”), as amended by that certain First Amendment to Purchase and Sale Agreement dated as of February 24, 2015 (the “First Amendment”), as amended by that certain Second Amendment to Purchase and Sale Agreement dated March 27, 2015 (the “Second Amendment”); (the Original Purchase Agreement, the First Amendment and the Second Amendment, together, the “Purchase Agreement”) wherein the Buyer has agreed to purchase and Seller has agreed to sell that certain property consisting of 102.3 acres, more or less, located off Westford Road, Tyngsborough, Massachusetts (the “Premises”) as more particularly described in the Purchase Agreement, an ANR Plan entitled. “Plan of Land in Tyngsboro, MA #50 Westford Road, Prepared for Princeton Tyngsboro LLC dated February 14, 2015”, endorsed by the Tyngsboro Planning Board on March 19, 2015, as well as the Supplemental Escrow Agreement dated October 14, 2014 regarding the Escrow Agent’s duties regarding deposits.

B. The time of the performance and delivery of the Deed for the transaction contemplated by the Purchase Agreement, as affected by that certain letter dated December 31, 2014 from the Buyer to the Seller, the First Amendment and Second Amendment, is presently scheduled to take place on March 30, 2015 (the “Current Closing Date”).

C. On March 26, 2015 abutters to the Premises, Franklin Equities, LLC and FE Potash 100, LLC (collectively the “Abutters”) filed a Verified Complaint against the Seller and other parties in the Commonwealth of Massachusetts Land Court (the “Court”) Docket No. 2015 Misc. 000097 challenging the right to access to proposed developments on the Premises through Potash Hill Road, (the “Abutter Dispute”) and the Court issued a lis pendens that the Abutter recorded in the Middlesex North District Registry of Deeds (the “Registry”) in Registry Book 28922, Page 275.

D. Seller and Buyer wish to extend the time of performance of the transaction contemplated by the Purchase Agreement.

AGREEMENT:

NOW, THEREFORE, in consideration of the premises, the sum of Ten Dollars and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and confessed, Seller and Buyer hereby agree as follows:

1. Extended Time of Performance.

The time of performance and delivery of the Deed for the transaction contemplated by the Purchase Agreement is hereby extended from the Current Closing Date to the date which is the earlier of (a) July 31, 2015 or (b) the thirtieth (30^th) day following the date upon which the Buyer is able to

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obtain from its title insurance company a commitment to issue an owner’s policy of title insurance without the Abutter Dispute lis pendens or any future title encumbrance as a Schedule B exception to title coverage or listing the same with appropriate affirmative coverage for the same with an endorsement thereto insuring access for all the Premises over (i) Potash Hill Road, or (ii) another proposed roadway providing vehicular and pedestrian access in a similar manner to that proposed off of Potash Hill Road as shown on the Site Plans dated November 16, 2011, March 17, 2015 and March 26, 2015 approved by or pending before an appropriate governmental authority. Notwithstanding the foregoing, in the event the Abutter Dispute (as defined above) is then an active case then pending with the courts of the Commonwealth of Massachusetts, or the Buyer and/or a third party purchaser is pursing governmental approval of an alternate access route to provide vehicular access to the proposed development on the Site Plan to potentially resolve the Abutter Dispute, the parties shall cooperate in good faith to consider an additional extension of the current Closing Date, which extension shall not be unreasonably refused.

2. Additional Deposit.

Within forty-eight (48) hours following the full execution of this Third Amendment, the Buyer shall deliver an additional nonrefundable deposit of $50,000.00 to the Escrow Agent, which amount shall be added to the deposit presently held by the Escrow Agent and be subject to retention as set forth in Section 7 of the Original Purchase Agreement as amended by the new Closing Date set forth herein, Sections 17 and 18 of the Original Purchase Agreement, and the terms and conditions of Section 34 of the Original Purchase Agreement and the Supplemental Escrow Agreement. All deposits shall be credited towards the Purchase Price.

3. Abutter Dispute.

Buyer and Seller hereby acknowledge and agree that certain Abutters of the Premises have raised a concern over the Premises’ right of access over Potash Hill Road to allow for the development of portions of the Premises as shown on the Site Plan (the “Abutter Dispute”). The parties hereby agree to mutually cooperate in good faith to defend access rights over Potash Hill Road and work to resolve the matter in a mutually satisfactory and diligent manner by, including but not limited to, sharing litigation expenses, including professionals to support their access rights and investigate similar alternative access routes, and by providing the services of their own counsel to assist in the litigation defense or counterclaims at their own expense. Notwithstanding the foregoing, Buyer and Seller hereby acknowledge and agree that, except for the extension of the time of performance as contemplated herein, in no event, shall this Third Amendment or the Seller and Buyer’s agreements set forth herein be construed to limit or waive any rights or remedies Seller and Buyer may have under the Purchase Agreement.

4. Ratification. Except as amended by this Third Amendment, all other terms, conditions, covenants and provisions as appear in the Purchase Agreement and the Supplemental Escrow Agreement are hereby ratified and confirmed and shall remain unchanged.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the parties have caused this Third Amendment to be duly executed under seal as of the date first written above.

 

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