Cash Distribution [Last Revised: January 11, 2010]
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What was the amount of Sycamore's cash distribution?
The amount of the cash distribution was $1.00 per share of Sycamore’s common stock.
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When was the record date for Sycamore's cash distribution?
The record date for the cash distribution was November 30, 2009.
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When was the payment date for Sycamore’s cash distribution?
The payment date for the cash distribution was December 15, 2009.
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Who was entitled to receive Sycamore's cash distribution?
Due to the size of Sycamore's cash distribution, NASDAQ set the ex-dividend date for the cash distribution as December 16, 2009. Therefore, if you purchased shares on the market after November 30, 2009, the record date, and held those shares through December 15, 2009, the payment date, the right to receive the cash distribution traded with the stock and you were entitled to receive the cash distribution. Conversely, if you owned shares as of November 30, 2009 but sold those shares prior to December 16, 2009, the right to receive the cash distribution also traded with the stock and you were not entitled to receive the cash distribution.
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When will I receive my check for the cash distribution?
Sycamore’s transfer agent, Computershare Trust Company, N.A. (“Computershare”), began mailing distribution checks to registered holders of Sycamore’s common stock on December 16, 2009. Beneficial owners of Sycamore’s common stock (in other words, stockholders who hold their shares through a broker, bank or other nominee) should contact their bank, broker or other nominee for more information on when they will receive their distribution checks.
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What are the tax consequences of the cash distribution?
Sycamore can make no assurances as to the tax treatment of the cash distribution. Stockholders should consult their own tax advisors on such tax treatment, which varies by type of stockholder as well as by the stockholder's respective tax basis and holding period.
Generally speaking, for U.S. stockholders that are individuals, the cash distribution will be treated for United States federal income tax purposes as follows: (1) as a "dividend" to the extent paid from Sycamore's current or accumulated earnings and profits, as determined under U.S. federal income tax principles; (2) next, as a non-taxable return of capital up to the stockholder’s individual income tax basis in Sycamore's stock (reducing the stockholder's tax basis, but not below zero, by the amount of the distribution which is not a "dividend"); and (3) the remainder of the distribution, if any, in excess of the stockholder's individual stock tax basis as a gain as if realized from the sale or other disposition of the stock. To the extent the cash distribution is treated as a "dividend," with certain exceptions (including but not limited to dividends treated as investment income for purposes of investment interest deduction limitations) and provided certain holding period requirements are met, it will generally be taxed as a "qualified dividend" subject to tax at the maximum tax rate accorded to capital gains.
The final determination of the split between dividend and return of capital can only be made based on Sycamore's tax-based earnings through the end of its current fiscal year, July 31, 2010. At this time, Sycamore has determined, based on an analysis of its tax-based earnings and profits through December 15, 2009, that 96% of the distribution should be treated as a return of capital and 4% of the distribution should be treated as a dividend for United States federal income tax purposes. Sycamore's determination of the split between dividend and return of capital should be reflected in the Forms 1099-DIV that will be mailed to stockholders in early 2010.
Sycamore will provide additional updates on this web site in the event of any changes to its determination of the split between dividend and return of capital.
These general principals of U.S. tax treatment should not in any manner be construed as tax advice. Stockholders should consult their own tax advisors regarding the particular consequences of the cash distribution, including the applicability and effect of any U.S. or foreign federal, state and local tax laws.
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Whom should I call if I have questions regarding the cash distribution?
If you are a beneficial stockholder (i.e., you hold your shares through a broker, bank or other nominee), you should contact your broker, bank or other nominee directly for more information regarding the cash distribution.
If you are a registered Sycamore stockholder and have questions regarding the cash distribution, you may contact Sycamore's transfer agent, Computershare, for more information by calling toll-free at 877-282-1168, or through Computershare’s web site at www.computershare.com.
If you have questions relating to the tax consequences of the cash distribution, you should consult your own tax advisor regarding such tax consequences.
Regardless of whether you are a registered or beneficial stockholder, you may also contact Sycamore Networks Investor Relations by email at investor.info@sycamorenet.com or by calling Investor Relations at 978-250-3460.
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Reverse Stock Split [Last Revised: December 22, 2009] |
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What happened in the "reverse stock split" of Sycamore’s common stock?
In the reverse stock split, every ten shares of issued and outstanding Sycamore common stock automatically combined into one issued and outstanding share of common stock without any change in the par value of such shares, and the price per share increased in connection with the reverse stock split. This means that if you were a Sycamore stockholder on the effective date of the reverse stock split, as a result of the reverse stock split, you now have fewer shares of Sycamore common stock, but each share has a higher trading price. Therefore, the value of your shares (including any cash payment to be received in lieu of a fractional share) should have remained unchanged as a result of the reverse stock split, subject to normal market fluctuations.
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When did Sycamore’s reverse stock split become effective?
The reverse stock split became effective at 5:00 p.m., Eastern Time, on December 21, 2009 and was reflected in the trading markets at the start of trading on December 22, 2009.
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What was the reverse stock split ratio?
One-for-ten. Every ten shares of Sycamore common stock that a stockholder held immediately before the reverse stock split automatically became one share of Sycamore common stock immediately after the reverse stock split.
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What happens if I am entitled to receive a fraction of a share as a result of the reverse stock split?
No fractional shares were issued in connection with Sycamore’s reverse stock split. Instead, Sycamore’s transfer agent, Computershare Trust Company, N.A. ("Computershare") will aggregate all fractional shares collectively held by Sycamore’s stockholders into whole shares and arrange for them to be sold on the open market. Stockholders otherwise entitled to fractional shares will receive a cash payment in lieu of a fractional share in an amount equal to the stockholder’s pro rata share of the total net proceeds of these sales.
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How will I receive my cash in lieu of a fractional share of Sycamore common stock following the reverse stock split?
- If you are a beneficial holder (in other words, you hold your shares through a broker, bank or other nominee) and you are entitled to receive a cash payment for your fractional share of Sycamore common stock, payment for the fractional share will be deposited directly into your account with the entity that holds your shares. Each broker, bank or other nominee has its own processes for handling the cash received from Sycamore, through Computershare, in exchange for fractional shares. You should contact your broker, bank or other nominee for more information. Your broker, bank or other nominee should also be able to tell you when you can expect to receive payment for any fractional shares.
- If you are a registered Sycamore stockholder (electronic or certificated):
- If you hold Sycamore common stock in book-entry form and you are entitled to receive a cash payment for your fractional share of Sycamore common stock, Computershare will mail you a check for the payment, together with your new book-entry statement of your holdings of Sycamore common stock.
- If you hold physical stock certificates for Sycamore common stock and you are entitled to receive a cash payment for your fractional share of Sycamore common stock, you must complete and return, together with your stock certificate(s), the letter of transmittal (also referred to as the Exchange Form) that Sycamore’s transfer agent, Computershare, will send you. Computershare will then mail you a check for the payment of your fractional share, together with a book-entry statement of your holdings or a new certificate, if you choose not to receive your new shares in book-entry form.
No transaction costs will be assessed on Sycamore stockholders for the cash payments in lieu of fractional shares, and stockholders will not be entitled to receive interest for the period of time between the effective date of the reverse stock split and the date payment is made for their fractional share interest in Sycamore common stock. You should also be aware that, under the escheatment laws of certain jurisdictions, the cash paid in lieu of fractional shares will be turned over to the states if the checks are not cashed within certain time periods after the effective date of the reverse stock split.
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Will cash received in lieu of fractional shares be taxable?
Yes. Sycamore expects that cash received in lieu of fractional shares will be taxable for U.S. federal income tax purposes.
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What are the tax consequences of the reverse stock split to Sycamore stockholders?
Other than cash payments for fractional shares discussed above, no gain or loss should be recognized by Sycamore stockholders in the reverse stock split for U.S. federal income tax purposes.
The foregoing should not in any manner be construed as tax advice. We encourage you to consult your own tax advisor regarding the particular consequences of the distribution to you, including the applicability and effect of any U.S. federal, state and local and foreign tax laws.
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Did Sycamore’s ticker symbol change as a result of the reverse stock split?
No. Sycamore will continue to trade under the “SCMR” ticker symbol. However, for a period of 20 trading days following the reverse stock split, the letter “D” will be appended to Sycamore’s trading symbol. After 20 days, NASDAQ will announce a symbol change to remove the “D”.
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Whom should I call if I have questions regarding how the reverse stock split impacted my shares of common stock?
If you are a beneficial stockholder (i.e., you hold your shares through a broker, bank or other nominee), you should contact your broker, bank or other nominee directly for more information regarding the reverse stock split.
If you are a registered Sycamore stockholder, you may contact Sycamore's transfer agent, Computershare, for more information regarding the reverse stock split by calling toll-free at 800-546-5141, or through Computershare’s web site at www.computershare.com.
If you have questions relating to the tax consequences of the reverse stock split, you should consult your own tax advisor on such tax consequences.
Regardless of whether you are a registered or beneficial stockholder, you may also contact Sycamore Networks Investor Relations by email at investor.info@sycamorenet.com or by calling Investor Relations at 978-250-3460.
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