<SUBMISSION>
<ACCESSION-NUMBER>0001193125-06-079370
<TYPE>425
<PUBLIC-DOCUMENT-COUNT>1
<FILING-DATE>20060413
<DATE-OF-FILING-DATE-CHANGE>20060413
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>ALLEN ORGAN CO
<CIK>0000003753
<ASSIGNED-SIC>3931
<IRS-NUMBER>231263194
<STATE-OF-INCORPORATION>PA
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>425
<ACT>34
<FILE-NUMBER>000-00275
<FILM-NUMBER>06757696
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>150 LOCUST ST
<STREET2>PO BOX 36
<CITY>MACUNGIE
<STATE>PA
<ZIP>18062
<PHONE>2159662200
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>150 LOCUST STREET
<STREET2>PO BOX 36
<CITY>MACUNGIE
<STATE>PA
<ZIP>18062-0036
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>SYCAMORE NETWORKS INC
<CIK>0001092367
<ASSIGNED-SIC>3661
<IRS-NUMBER>043410558
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0731
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>425
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>220 MILL ROAD
<CITY>CHELMSFORD
<STATE>MA
<ZIP>01824
<PHONE>9782502900
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>220 MILL ROAD
<CITY>CHELMSFORD
<STATE>MA
<ZIP>01824
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>425
<SEQUENCE>1
<FILENAME>d425.htm
<DESCRIPTION>TRANSCRIPT FROM CONFERENCE CALL DATED APRIL 12, 2006
<TEXT>
<HTML><HEAD>
<TITLE>TRANSCRIPT FROM CONFERENCE CALL DATED APRIL 12, 2006</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">Filed by Sycamore Networks, Inc. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"
ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">Pursuant to Rule 425 under the Securities Act of 1933 </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">and deemed filed pursuant to Rule
14a-12 </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">of the Securities Exchange Act of 1934 </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px" ALIGN="right"><FONT
FACE="Times New Roman" SIZE="2">Subject Company: Allen Organ Co. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="right"><FONT FACE="Times New Roman" SIZE="2">Commission File No. 000-00275 </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">This filing relates to a planned merger (the &#147;Merger&#148;) between Sycamore Networks, Inc. (&#147;Sycamore&#148;) and Allen Organ Company (&#147;Allen Organ&#148;)
pursuant to the terms of an Agreement and Plan of Merger, dated as of April 12, 2006 (the &#147;Merger Agreement&#148;), by and among Sycamore, Bach Group LLC, Allen Organ, MusicCo, LLC, LandCo Real Estate, LLC, AOC Acquisition, Inc. and the
representative of the holders of capital stock of Allen Organ. The Merger Agreement is on file with the U.S. Securities and Exchange Commission as an exhibit to the Current Report on Form 8-K filed by Sycamore on April 12, 2006, and is incorporated
by reference into this filing. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">The following transcript relates to an analyst conference call held on April&nbsp;12, 2006 in connection with Sycamore
Network&#146;s announcement of its proposed acquisition of Eastern Research and made available on Sycamore Network&#146;s website.</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">FINAL TRANSCRIPT
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Sycamore Networks, Inc. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">April&nbsp;12, 2006 </FONT></P> <P
STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Operator </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Ladies and gentlemen, thank you for standing by. Welcome to
the Sycamore acquires Eastern Research conference call. During the presentation, all participants will be in a listen-only mode. Afterwards, we will conduct a question and answer session. At that time, if you have a question, please press the one
follow by the four on your telephone. If at any time during the conference you need to reach an operator, please press star zero. As a reminder, this conference is being recorded today Wednesday, Apri112, 2006. I would now like to turn the
conference over to Mr.&nbsp;Scott Larson. Please go ahead, sir. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Scott Larson, Sycamore Networks </B></FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Good afternoon ladies and gentlemen. Thank you all for joining us to discuss Sycamore&#146;s agreement announced after the close of market today to acquire Eastern
Research. With me today from Sycamore Networks are Dan Smith, our President and CEO and Rick Gaynor, our CFO. During the Q&amp;A session we will also be joined by Kevin Oye, Sycamore&#146;s vice president of systems and technology. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">If you have not seen the press release, it is available on our website at www.sycamorenet.com. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">Before I turn the call over to Dan and Rick, I would like to remind you that except for historical information, certain matters discussed during this call may be considered forward-looking statements </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">1 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">that involve risks and uncertainties. The Company&#146;s actual results could differ materially from those stated or implied in forward-looking statements
due to a number of factors that are contained in today&#146;s press release and in the most recent reports on Form 10-K and Form 10-Q filed by the Company 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. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Sycamore intends to file with the
SEC a prospectus and proxy statement and other relevant materials in connection with the proposed transactions. The prospectus and proxy statement will be mailed to the stockholders of Allen Organ and Eastern Research. Investors and security holders
of Allen Organ and Eastern Research are urged to read the prospectus and proxy statement and the other relevant materials when they become available because they will contain important information about Sycamore, Allen Organ, Eastern Research and
the proposed transactions. The prospectus and proxy statement and other relevant materials (when they become available), and any other documents filed by Sycamore with the SEC, may be obtained free of charge at the SEC&#146;s website at www.sec.gov.
In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Sycamore by contacting Sycamore Investor Relations at 978-250-3460. Investors and security holders may obtain free copies of certain relevant
documents from Allen Organ by contacting Allen Organ Investor Relations at 610-966-2202. Investors and security holders of Allen Organ and Eastern Research are urged to read the prospectus and proxy statement and the other relevant materials when
they become available before making any voting or investment decision with respect to the proposed transactions. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">With that said, I&#146;ll now turn the
call over to Dan Smith. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Daniel Smith </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Thanks, Scott.
And good afternoon everyone. We appreciate you joining us for this call on such short notice. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">2 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">As announced in our press release this afternoon, Sycamore has signed a definitive agreement to acquire Eastern Research,
an innovative provider of network access solutions for mobile operators, fixed-line service providers and large private enterprises. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Adding Eastern&#146;s
products, technology and outstanding employees will enable Sycamore to expand our Tier 1 customer footprint, diversify our overall customer base, and expand the markets and applications we serve. In addition, we expect this acquisition to add to our
competitive strengths and create enhanced value for our customers and prospects by extending Sycamore&#146;s proven intelligent networking capabilities to the network edge. We look forward to welcoming employees of Eastern to the Sycamore team.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">The transaction is valued at approximately $92.5 million, consisting of $8 million in cash and 17.8&nbsp;million shares, subject to certain closing
adjustments and collar provisions. As noted in the press release, Eastern Research is a subsidiary of Allen Organ Company, and the acquisition is part of a multi-step transaction that includes the corporate reorganization of the Allen Organ group of
companies. A portion of the stock consideration to be paid by Sycamore will be paid to minority stockholders of Eastern Research in the corporate reorganization. We anticipate the addition of Eastern will be accretive within 12 months of closing,
which we expect to be completed this summer. Later in the call Rick will provide greater detail on the terms and financial aspects of the transaction. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">We
understand there has been and remains a great deal of interest in Sycamore&#146;s future direction. I would like to take a moment to discuss the strategic rationale behind the acquisition, and how this move fits into our thinking. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">As we all know, the telecom industry has experienced unprecedented change and uncertainty during the past several years. Although the repercussions of the telecom
downturn are still reverberating in the industry, we are beginning to see certain market trends and drivers that reflect increased signs of stability and new opportunities for growth. The market recovery is largely being driven by increased demand
for broadband networking applications around the world. Emerging consumer and business applications such as broadband wireless, content-rich multimedia, IPTV, video-on-demand, and interactive gaming, are examples of trends that are driving change in
both </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">3 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">wireless and wireline networks. While the adoption of broadband networking has been underway for several years now, we believe the pace of adoption is
accelerating as a result of these new drivers, creating new requirements and opportunities across multiple segments of wireline and wireless service providers, as well as large private enterprises and government agency networks. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">We believe other industry trends such as the consolidation of service providers and the promise of a clearer direction for the regulatory environment in the U.S., should
serve to encourage increased investments in network infrastructure equipment. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">As service providers and large enterprises confront the challenges of
optimizing their wireline and wireless networks to support increased demand for broadband applications, new requirements and new opportunities will emerge. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2">We believe Sycamore&#146;s core strengths place us in a unique position to capitalize on some of these opportunities and increase shareholder value by extending the reach of our well-proven intelligent networking solutions. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Sycamore&#146;s core strengths include a long-standing and well-respected reputation for technical innovation, a prestigious set of Tier 1 customers, an outstanding team
of employees distinguished for their talent and dedication, and perhaps the strongest balance sheet in our industry with nearly 1 billion dollars in cash and no debt. These core strengths have been instrumental in our success in establishing market
leadership in the core optical switching market segment. Despite modest growth in this segment during the past several years, and an intensely competitive environment dominated by incumbent suppliers, Sycamore successfully competed for many of the
industry&#146;s most prominent core optical switching opportunities, including optical network deployments at Sprint, Vodafone, KT, and the U.S. Department of Defense. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">With a long-standing presence in the core of these networks, our wireline and wireless customers have come to rely on Sycamore&#146;s proven technology and intelligent networking expertise to support a broad range of
revenue-generating services and applications. Our innovative solutions also enable our customers to pragmatically transition from traditional to advanced network architectures while ensuring carrier-class performance and reliability. The Tier 1
network </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">4 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">operators that have chosen Sycamore for their core infrastructure have put in place a proven foundation that will enable them to efficiently scale as their
networks evolve to support more dynamic, high-quality broadband services. This proven foundation is built on the strength of our technology assets, including unmatched systems scalability, simultaneous support for best in class ring functionality
and advanced optical mesh networking on the same platform, and established market leadership in intelligent control plane technologies such as GMPLS and ASON. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2">As broadband drives new requirements for wireline and wireless networks, we believe there is opportunity to extend the reach of our intelligent networking expertise and proven technology assets to a broader mix of network applications and
market segments. The acquisition of Eastern Research is a first step towards leveraging our core strengths to offer a more comprehensive suite of solutions optimized for emerging broadband networks. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Before I turn the call over to Rick, I&#146;d like to take a few minutes to give you some additional background on Eastern Research and discuss our plans for
integration. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Eastern Research is a leading supplier of network access solutions with thousands of systems installed worldwide and a customer base that
includes major Tier 1 fixed line and mobile network operators, utility companies, government agencies, and military networks. Representative customers include Telstra and the Federal Aviation Administration through their strategic partnership with
Harris Corporation. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">The company&#146;s portfolio of field-proven access solutions includes multiservice cross-connects and access gateways that help
carriers optimize network infrastructure and deploy new services while improving performance and reliability. With no overlap between Eastern and Sycamore product sets, the acquisition significantly expands Sycamore&#146;s addressable market, and
provides the opportunity to extend our industry-leading software networking expertise to access products that optimize and manage bandwidth at the network edge. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2">Based in New Jersey, Eastern Research has approximately 250 employees. With demonstrated expertise in the field of access networking, Eastern&#146;s employees will enhance and complement the depth of talent at Sycamore. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">5 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Successfully integrating the two organizations into a high-performance, unified entity is a priority shared by executives
at both companies. We will move quickly to form the integration planning team and, upon closing, complete the integration process as quickly as possible. The management teams at both companies have the highest level of confidence in our ability to
successfully execute this critical step in completing the merger. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Throughout the integration planning process we will continue to maintain unwavering
focus on meeting the needs of our customers. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">While we do expect to realize certain cost synergies, the primary goal of this initiative is to leverage the
talent of both teams, quickly integrate the product portfolios, and deliver a more comprehensive solution to our customers by extending our intelligent networking expertise to the network edge. With that, I will turn the call over to Rick and then
share some concluding remarks before taking your questions. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Richard Gaynor </B></FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px; margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2">Thanks Dan. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">I&#146;d like to review the
key terms of the transaction and the deal structure, and I&#146;ll also provide some high level financial information about Eastern Research. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">The
transaction has an approximate consideration of $92.5 million, consisting of $8 million in cash and 17.8&nbsp;million shares of Sycamore stock, subject to certain closing adjustments and collar provisions. The number of shares to be issued was
determined based on a pre-<U>signing</U> average stock price of $4.75, calculated over the 15 consecutive trading days ending April&nbsp;5, 2006. I will explain the mechanics of the collar in more detail later. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Let&#146;s talk about key aspects of this multi-step transaction. As was noted in the press release, Eastern Research is a majority-owned subsidiary of Allen Organ.
Under the terms of the agreement, </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">6 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">Allen Organ will spin off assets and operations not related to Eastern Research to newly formed entities and will undertake an inter-company merger which
will result in Allen Organ indirectly owning all of the outstanding shares of Eastern Research. Sycamore will then acquire Allen Organ and its sole remaining operating subsidiary, Eastern Research. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">We expect this transaction to qualify as a tax-free reorganization benefiting both Sycamore and Allen Organ shareholders. The transaction is subject to closing
conditions, including but not limited to, approval by the shareholders of Allen Organ, Sycamore&#146;s registration statement being declared effective by the Securities and Exchange Commission, approval under Hart Scott Rodino and any other required
regulatory approvals. Based on the timelines associated with various approvals, we expect the transaction to close in the summer. Until the transaction is complete, both companies will continue to operate as independent companies. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Now on to the specifics of the collar. Under the terms of the collar provision, a pre-closing average will be calculated based on the average price of Sycamore&#146;s
common stock over the 15 consecutive trading days ending five days prior to closing. If Sycamore&#146;s pre-closing average stock price is within a 10 percent band above or below the pre-signing average price of $4.75 per share, there will be no
change in the number of shares included in the consideration. However, if Sycamore&#146;s pre-closing average price is less than $4.28 per share or greater than $5.23 per share, then the number of shares will be recalculated to reflect the amount by
which the average stock price is outside of the collar limit. In addition, if Sycamore&#146;s pre-closing average is less than $4.28 per share, Sycamore has the right, at its discretion, to substitute cash for stock to satisfy the additional
consideration to be paid. Furthermore, if the pre-closing average is less than $3.33 per share, Sycamore has the option to terminate the transaction. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">It
is premature to discuss in detail the financial impact of the combination until after the close but we currently expect the acquisition, to become accretive within 12 months of closing, excluding purchase accounting adjustments, FAS 123R charges
associated with the issuance of additional options to Eastern Research employees, and other one-time merger related charges. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Now I&#146;d like to give you
a little more background on Eastern Research. Revenue for Eastern Research&#146;s fiscal year ending December&nbsp;31</FONT><FONT FACE="Times New Roman" SIZE="1" COLOR="#000000"><SUP>st</SUP></FONT><FONT FACE="Times New Roman" SIZE="2"
COLOR="#000000"> 2005 was approximately $62 million with a gross </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">7 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">margin of 62%, and revenue for 2004 was approximately $55 million with a gross margin of 58%. The company was profitable on a net and operating basis in 2005
and 2004. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Eastern has a large global installed base that includes wireline and wireless service providers, utility companies, government agencies, and
military networks. In calendar year 2005 83% of revenue was domestic, their top four customers represented approximately 52% of revenue, and approximately 60 customers individually contributed more than $100 thousand in revenue. In addition, 83% of
revenue during this period was direct and the remainder through distributors, resellers and strategic partners. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Their access networking products lines are
complementary to our optical switching product portfolio and we plan to continue to sell and support all of Eastern&#146;s current product set. In addition, we plan to continue development of their current engineering initiatives that we believe are
key to future revenue growth. Eastern Research will bring approximately 250 employees to Sycamore, the majority of whom are located in Moorestown, New Jersey. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2">In summary, based on Eastern Research&#146;s calendar year 2005 revenue compared to our most comparable four quarters, we would be adding significant revenues to our top line, with minimal cash impact to our balance sheet. In addition,
Eastern Research will bring us key talent, significantly expand our customer base and greatly increase our technology portfolio. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">We understand you may
have additional questions, however due to the fact that both companies will continue to operate as independent entities until the close, we will not be sharing additional information until that time. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">With that, I&#146;ll turn it back over to Dan. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Daniel Smith
</B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px; margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2">Thanks, Rick. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">8 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">In summary, the addition of Eastern Research&#146;s products and technology will enable Sycamore to expand our Tier 1
customer footprint, diversify our overall customer base, and expands the markets and applications we can serve. Both companies have excelled at delivering proven, high-value solutions to industry-leading network operators around the world, and our
shared commitment to technical excellence and customer-focus will continue in the combined entity. The combined talent of the two companies will enable us to offer our customers a more powerful set of carrier-class intelligent networking solutions.
Speaking on behalf of all of us at Sycamore, we eagerly look forward to the employees of Eastern Research joining us on our mission to deliver the most advanced networking solutions to wireline and wireless network operators around the world.
</FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">At this point I will to turn the call back to Scott Larson to initiate the question and answer session. </FONT></P> <P
STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Scott Larson </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Thank you, Dan. </FONT></P> <P
STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Operator, if we could begin the conference call Q&amp;A, I&#146;d appreciate it. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2">I will also ask participants to limit their questions to one, as well as one follow-up. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Operator&#133; </FONT></P> <P
STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Operator </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Thank you sir. Ladies and gentlemen, if you would like to
register a question, please press the one followed by the four on your telephone. You will hear a three-tone prompt to acknowledge your request. If your question has been answered and you would like to withdraw your registration, please press the
one followed by the three. If you are using a speakerphone, please lift your handset before entering your request. Our first question comes from the line of Hasan Imam, Thomas Weisel Partners. Please proceed with your question. </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">9 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Hasan Imam, Thomas Weisel </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2">Thank you. My first question is on the use of equity for the transaction with a billion dollars in cash, I&#146;m a little baffled by the amount of stock you&#146;re using for this transaction. Why wouldn&#146;t you use maybe 10% of your
cash and save shareholders the dilution? </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Richard Gaynor, Sycamore Networks </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">Good evening, Hasan. The deal was structured in this manner in order to qualify as a tax-free reorganization to the shareholders of Allen Organ. Sycamore benefited from this structure as well in terms of
consideration. And we were able to use our stock as currency and reserve our cash balance for future steps that we may choose to take. So, the reason was tax-free reorganization, which we think had direct benefits for Allen Organ and indirect
benefits for us. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Hasan Imam, Thomas Weisel </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Okay. And
then in terms of the products &#151; we don&#146;t have a lot of details, but I guess, you know cross connects and multiservice edge are products within that portfolio. Aren&#146;t those conceivably areas that you could have expanded into yourself
if you were investing internally in R&amp;D, so I guess the question is why buy versus build? </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Daniel Smith, Sycamore Networks </B></FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">You&#146;re correct, Hasan, that there is that decision always to buy versus build and I think the decision to buy and join forces with Eastern was based on the fact that
they&#146;ve got a strong team of people with significant expertise in this area, and three, significant customer set. And when you trade off time versus those assets, that&#146;s really where the decision comes out to buy, as you put it, as opposed
to build it internally. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Hasan Imam, Thomas Weisel </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2">Okay. Thank you. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Operator </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Our next question
comes from the line of Todd Koffman from Raymond James. Please proceed with your question. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Todd Koffman, Raymond James </B></FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">You cited that Eastern&#146;s products have been deployed in both wireline and wireless carriers. Can you give some feel of how much exposure they have to the wireless
side? And then, separately, as it relates to the product set of Sycamore versus the product set of Eastern Research, is there any complementary nature in terms of one set of products pulling through the other, etc? Thank you? </FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">10 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Daniel Smith, Sycamore Networks </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">Todd, I&#146;ll take the first part of it and I&#146;ll ask Kevin to step in to talk about the second piece of that. There is significant exposure within Eastern to wireless customers and approximately, roughly a
third of their revenues come from wireless customers and deployed in wireless applications. And we believe, not only in the strong presence today, but we think there&#146;s significant opportunities to grow going forward in wireless applications.
Now, I&#146;ll ask Kevin to jump in and handle the second part. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Kevin Oye, Sycamore Networks </B></FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Todd, with regard to the complementary nature of the product sets, you can think of us as best being positioned in the core of networks, with the size and scale of
networks that we build with our optical switches, we tend to be in the core and the backbone elements of our customer networks. Eastern tends to be more towards the access side of networks, in other words, toward the edge of the network. And the
opportunity that we see as a combined entity is to create a holistic solution then that takes and extends the kind of intelligence and flexibility that we&#146;ve incorporated in our optical core solutions and the ease of use that comes with that
and extend it out to the network edge for both wireless and wireline carriers. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Operator </B></FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Our next question comes from the line of Tim Savageaux from Merriman, please proceed with your question. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2"><B>Tim Savageaux, Merriman </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Hi, good afternoon. I guess one question and one follow up. With regard to the, sort of,
direction of the acquisition and the network, should we take this as some sort of statement about your feelings about, sort of, Sycamore in the press release is described as a leader in optical networking. This is clearly a step, not quite in the
same direction. So what can we conclude about your views about your current core business, both the current pace of business and the opportunities there and by your move outside the unit here &#151; or sorry, your move outside the area here. And
then I&#146;ll follow up with a further question. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Daniel Smith, Sycamore Networks </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">Okay, well, let me start out in question in the sense of, one, we&#146;ve, over the past several years, we&#146;ve made significant progress in the core optical networking business. We&#146;ve won significant new
networks in tier 1 providers on a global basis, so I think we&#146;ve demonstrated technology leadership above and beyond any other participant in that marketplace. And I think we have a significant position within which to grow in that space. I
think we&#146;ve been quite direct in communicating to people for some time that the growth in that segment will continue, but it will be relatively modest. And I think the &#151; but nonetheless, it&#146;s an important component of the story going
forward. I think as we&#146;ve covered in our prepared remarks at the beginning, broadband is really driving the new investments and networks both on a wireless, as well as a wireline basis, and we see this move as absolutely part of that trend. And
we&#146;re responding to the broadband wave, if you will, through our </FONT>
</P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">11 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px">
<FONT FACE="Times New Roman" SIZE="2">core networking technology. It happens to utilize optical technology, and this move also corresponds to the broadband wave, but particularly at the edge of
the network. Maybe, Kevin, if you want to add something to that. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Kevin Oye, Sycamore Networks </B></FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Tim, it&#146;s kind of cool, if you stand back and look at where we&#146;ve come in the last three years. We&#146;ve actually been solving for our customers, the ability
to deliver fairly fat pipes, ie. Broadband pipes, for our network operators in the core. Typically when we think about a network interface, and our optical switches and our networks performing, low speed interface would be 155 megabytes and typical,
we&#146;re talking about 2.5 gigabytes, up to 10 gigabytes. So we&#146;ve been able to perfect over the last several years, a whole set of solutions and capabilities that are very much attuned to our customers&#146; needs and abilities to deliver
very high-speed connectivity within their core network. And the opportunity we see here is to take that expertise and deploy it further through the network out toward the edge. So in a sense, it&#146;s not a statement about us getting out of one
market and into another, it&#146;s really an opportunity to leverage what we&#146;ve learned in delivering these kind of powerful optical solutions for the core of the network and extend that capability much further in a much broader solution for
our customers. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Daniel Smith, Sycamore Networks </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">If I
could conclude, we really focus more on the application and then map the delivery mechanism for that application being on the access of the core and their different technologies that are more appropriate in terms of doing that of so we don&#146;t
view them as Kevin said as one versus the other, but they&#146;re really part of a broad approach to meeting the needs of those broadband applications. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2"><B>Tim Savageaux, Merriman </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Okay. Fair enough. And then the one follow up is, I guess, you mentioned that revenues were 80% domestic and tier 1
wireline and wireless, and then the two representative customers you gave were Telstra and the FAA. I wondered if you might be able to take another shot at that in terms of addressing sort of the 80% domestic business or the tier 1 wireless wireline
commentary and give us a sense of where that traction would be. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Richard Gaynor, Sycamore Networks </B></FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Well, I&#146;ll give you a little bit of color if I can on domestic and international and some color on concentration. I&#146;ll then ask either Dan or Kevin to talk
about the wireline versus wireless sort of view. In FY05, Eastern had $61.6 million of total revenue, of that, 83% was through direct channels, 17 through indirect channels, 83% was domestic, 17% was international. I&#146;ll also give some customer
concentration. Their largest customer &#151; their top four customers constituted 52% of their total revenue. Now, of those customers, the only ones that we are at liberty to discuss is the FAA &#151; FAA, which is serviced through Harris and
Telestra, the others we are not yet at liberty to discuss. With that, I&#146;ll hand it over to Dan to talk about wireline versus wireless. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">12 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Kevin Oye, Sycamore Networks </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2">Actually, Tim, as a follow-on to that, I think Rick eluded to it, it turns out that due to confidentiality agreements that Eastern has signed with their customers, we&#146;re not able to disclose in a public forum the specific customers and
that&#146;s why we have to be kind of broad and say they are tier 1 wireless and wireline customers. But, you would recognize the applications that these people are deploying their products into as applications that would be found in tier 1 wireless
and wireline carriers here in North America as well as outside even though the ones that we cited were, primarily, one outside of the US obviously and one was an enterprise application. So hopefully that gives you a little bit more color if you
think about where would you see those kinds of applications deployed, you would typically find them in tier 1 wireless and wireline applications. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2"><B>Operator </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Ladies and gentlemen, as a reminder to register for a question, please press the one followed by the four. Our next question comes
from the line of Subu Subramanyan of Sanders Morris. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Subu Subramanyan, Sanders Morris </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">I wanted to go back to some of your initial comments about the industry including opportunity. Is this consistent with the things you&#146;ve been saying in the last couple of quarters, or is there anything further
you&#146;ve seen since our last conference call. Just trying to get a sense for that. And also in terms of overlap, I know you&#146;re not talking about specific customers at this point, but is there customer overlap for you guys currently with
Eastern Research? Thanks. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Daniel Smith, Sycamore Networks </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2">Okay. Well, Subu, I think the &#151; in our existing tier 1 customers, we have been saying for the last several quarters, we&#146;re seeing increased demand for capacity expansion in response to worldwide growth and broadband networking
applications and services. So I think there&#146;s nothing different here or inconsistent with what we&#146;ve been saying for the last several quarters on that side. With respect to overlap, there is no overlap between the products of Eastern
Research and those of Sycamore. We share some common customers, but there is no product overlap or no application overlap. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Richard Gaynor, Sycamore
Networks </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">We would view those more as cross-selling opportunities than overlapping product line. </FONT></P> <P
STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Operator </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Our next question comes from the line of Marcus Kuperschmit
from Lehman Brothers. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">13 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Marcus Kuperschmit, Lehman Brothers </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">Good afternoon guys. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Daniel Smith, Sycamore Networks </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">Good afternoon. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Kevin Oye, Sycamore Networks </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">Hi, Marcus. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Marcus Kuperschmit, Lehman Brothers </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">I guess my first question is can you help us understand why is this &#151; help us understand the timing now. You&#146;ve been looking at strategic options for a while now. </FONT></P> <P
STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Daniel Smith, Sycamore Networks </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Okay. Well, I think when we talked
about in our opening remarks, I think there&#146;s a number of things that have transpired overtime here. I think the first is looking at the consolidations that&#146;s happened among service providers. I think with that well under way, you start
getting some clarity as to who the players are going to be going forward and then secondarily what their thinking is going to be about with respect to applications and how they approach the buildout of their networks. The second piece, I think the
regulatory environment in the U.S. and this is a U.S.-centric comment, doesn&#146;t really apply internationally but having clarity of the direction of where the regulatory environment is going to be has also been very, very helpful, because the
confusion that&#146;s been in the system for a number of years has proved to be very detrimental to the investment decisions being made, or in this case, not being made by people as a result of that. And the third piece is gaining some comfort with
respect to broadband applications and where they&#146;re going. Clearly, broadband networking, this is not a new phenomenon, it&#146;s been around for some time. And I think when people use the word broadband, the knee-jerk reaction is broadband
equals a DSLAM, well I think there&#146;s a lot more to broadband than DSL. And, that&#146;s gaining some confidence and direction on that side so that&#146;s really what&#146;s behind this thinking. And as we look at it, we believe that there are
significant opportunities as time unfolds, despite the ongoing changes that will happen in the industry and we view this as the first step towards capitalizing on those opportunities. </FONT></P> <P
STYLE="margin-top:18px;margin-bottom:0px; margin-left:2%; text-indent:-2%"><FONT FACE="Times New Roman" SIZE="2"><B>Marcus Kuperschmit, Lehman Brothers</B> </FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2">Okay. And just help us understand a little bit more about what&#146;s in the Eastern Research graphic base because after knowing them, and of the business for a while now, my sense is, there&#146;s some optical, there&#146;s some cross
connect, there&#146;s plenty of legacy products, things like M13 muxes which I don&#146;t think we qualify as necessarily a high growth, broadband product focus product. So can you help us understand how much of the revenues is really focused on the
broadband and kind of where, how you overall think about this revenue bucket that you&#146;re buying now? </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">14 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Kevin Oye, Sycamore Networks </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2">That&#146;s a good question, Marcus. It turns out there&#146;s two ways to look at Eastern. One is for the current products they sell today, and the second piece is to think about what we may be able to do with that as a starting point,
both the base and the products going forward. So, I think you&#146;ve identified some of the traditional market segments that they have products deployed into. What&#146;s been intriguing to us as a company, is that as they have applied themselves
to those customer segments, they have found unique ways to take the application and refine their delivery of the solution in that application in ways that make their product more useful and more valuable to their customers. And our view going
forward is that combined, there may be interesting ways in which we can then create a more powerful solution for the customers, with the two companies together that will be much more compelling and much more valuable to the customers as they evolve
their networks to take up the higher capacity needs that the kind of broadband applications that Dan referred to are going to place on these networks. So, the way to think about it is not so much as the historical base of where they&#146;ve been,
that&#146;s a good place to say how they got there, but the more interesting thing is where can you take. And that&#146;s the piece, that I think all of us here at Sycamore are excited about joining forces with them to actually make happen.
</FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Operator </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Our next question comes from the line of
Michael Genovese of Citigroup. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Michael Genovese, Citigroup </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2">Thanks a lot. So, Dan and Kevin, the first question is for you guys. You talk about the products being complementary, but to what extent do you see when carriers are doing RFPs, making evaluation decisions, to what extent is the same
decision maker going to be looking at sort of the remote access networking backhaul and the core optical switch, and then also, to what extent are they going to be looking at some of these cross connect products and the core optical switch. So
really how tied together are these products in your view? Do you really think you can put a solution together where a customer will be buying both core Sycamore products, as well as some of these access products in the same go or do you think
there&#146;s separate decision makers making those decisions? </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Kevin Oye, Sycamore Networks </B></FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Mike, that&#146;s a very good question. We have no illusion that customers are going to change their buying behavior, where all of a sudden they are going to buy
monotonic optical switch networks with access networks. I think what we are seeing as an opportunity, though, is to leverage much of the knowledge and intellectual insight that we&#146;ve gained by building switches in the core to apply many of
those same principals to create the same value in the access networks. Maybe over time, you may find network operators who will and in fact, we have a couple customers that fit the T, where they will be able to understand buying a holistic solution
of optical switches and access is a valuable thing. But we also see an opportunity to just apply the technology, the principals, and the insight that we&#146;ve gained through core switching opportunities through access networks and we will continue
to sell those, of course, to decision makers who may focus on access solutions as opposed to optical switching ones. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">15 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Daniel Smith, Sycamore Networks </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">I think if I can add to that, we have a number of customers who have asked us for solutions in this space. And again, not just providing a box, but really extending the network. So a significant part of our thinking
here is coming from, or contributing to our thinking has come from feedback from our customers. Every customer won&#146;t have the same buying methodology as others, but we&#146;re seeing more than a handful who are looking for this kind of
solution, a broader solution. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Michael Genovese, Citigroup </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2">Okay, thanks. And my next question is probably for Rick. When you talk about the deal being accretive by 12 months after the close, so that&#146;s basically fiscal &#145;07 I think we&#146;re talking about, by the end of fiscal &#145;07.
Are you talking about the accretion on a quarterly basis, by say the fourth quarter of fiscal &#145;07, or are you talking about a full year basis for fiscal &#145;07? </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2"><B>Richard Gaynor, Sycamore Networks </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">We&#146;d be talking about the fourth quarter for FY07? </FONT></P> <P
STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Michael Genovese, Citigroup </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">And, does that imply then that it could
be dilutive for the full year then? </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Richard Gaynor, Sycamore Networks </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">Yes. We believe we&#146;ll be hitting that cross over point approximately in our fourth quarter next fiscal year. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2"><B>Operator </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Our final question is a follow up from the line of Hasan Imam. Please proceed with your question. </FONT></P> <P
STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Hasan Imam, Thomas Weisel </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Yes, thank you. One more follow up. In
terms of gross margins, typically in telecom equipment, you see access having lower margins than the core of the network, would that be the case with this new acquisition? Could you add some color to that, please? Thank you. </FONT></P> <P
STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Kevin Oye, Sycamore Networks </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">That&#146;s a good one. I think Rick
actually mentioned in his remarks that Eastern&#146;s gross margins are actually above what you would have previously thought for access network and it&#146;s probably indicative of the kind of value they have been able to create for their
customers. So, Rick I believe, we are saying in the 2005 time frame, the gross margins were in the 62% and the year before that, 2004, they were around 58. So those are high gross margins, particularly for access products, but I think that&#146;s
indicative of the kind of value that Eastern has been able to generate for their customers. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">16 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Hasan Imam, Thomas Weisel </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2">So, is this software content in the product higher or are they also selling a lot of applications? </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Kevin Oye, Sycamore Networks
</B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">It&#146;s a combination of software, hardware, and also just good, solid systems engineering to be responsive to the customer needs. </FONT></P> <P
STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Hasan Imam, Thomas Weisel </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Thank you. </FONT></P> <P
STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Daniel Smith, Sycamore Networks </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">I think as Kevin covered earlier,
they&#146;ve been particularly attentive to the needs of customers and designing in unique capabilities from listening to those customers&#146; needs into their products. So a combination of that listening combined with software content has been a
driver for their success in that area. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Operator </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman"
SIZE="2">Mr.&nbsp;Larson, I will turn the call back over to you. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Scott Larson, Sycamore Networks </B></FONT></P> <P
STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Thank you, operator. As a reminder, an audio replay of this call will be available for 48 hours beginning tomorrow morning on the investor relation section of our Web
site, www.sycamorenet.com. In addition, an archive red version of the conference call will also be available on Sycamore&#146;s Web site. We&#146;d like to thank you all for joining us today and if you have any additional questions, please feel free
to contact us. </FONT></P> <P STYLE="margin-top:18px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2"><B>Operator </B></FONT></P> <P STYLE="margin-top:6px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Ladies and gentlemen, that
does conclude the conference call for today. We thank you for your participation and ask that you please disconnect your lines. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">17 </FONT></P>


<p Style='page-break-before:always'>
<HR  SIZE="3" COLOR="#999999" WIDTH="100%" ALIGN="CENTER">

 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>FORWARD LOOKING STATEMENTS </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT
FACE="Times New Roman" SIZE="2">Except for historical information contained in this transcript, statements made in this transcript are &#147;forward-looking statements&#148; within the meaning of the Private Securities Litigation Reform Act of 1995
(&#147;PSLRA&#148;). A forward-looking statement is a statement that is not a historical fact and, without limitation, includes any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain
words like: &#147;believe,&#148; anticipate,&#148; &#147;expect,&#148; &#147;estimate,&#148; &#147;project,&#148; &#147;will,&#148; &#147;shall&#148; and other words or phrases with similar meaning. We claim the protection afforded by the safe
harbor for forward-looking statements provided by the PSLRA. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from the results contained in the forward-looking statements. Risks and
uncertainties that may affect our ability to consummate the transactions described in this transcript or that may cause actual results to vary materially, some of which are described within the forward-looking statements include, among others: (1)
we may be unable to obtain regulatory approvals required for the merger, or required regulatory approvals may delay the merger or result in the imposition of conditions that could have a material adverse effect on the combined company or cause us to
abandon the merger; (2 ) the shareholders of Allen Organ and Eastern Research, Inc. may not approve and adopt the merger agreement and the transactions contemplated by the merger agreement at the special shareholder meetings; (3) we may not be able
to obtain the insurance coverage contemplated by the merger agreement, or even if obtained, we may not be successful in pursuing claims under such policies; (4) we may be unable to complete the merger or completing the merger may be more costly than
expected because, among other reasons, conditions to the closing of the merger may not be satisfied; (5) problems may arise with the ability to successfully integrate the businesses of the Company and Eastern Research, Inc., which may result in the
combined company not operating as effectively and efficiently as expected; (6) the combined company may not be able to achieve the expected synergies from the merger or it may take longer than expected to achieve those synergies; (7) the merger may
involve unexpected costs or unexpected liabilities, or the effects of purchase accounting may be different from our expectations; (8) the combined company may be adversely affected by future legislative, regulatory, or tax changes as well as other
economic, business and/or competitive factors. </FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">The risks included here are not exhaustive. The annual reports on Form 10-K, the quarterly reports on Form
10-Q, current reports on Form 8-K and other documents filed by the Company with the SEC include additional factors that could impact our businesses and financial performance provided in the section entitled Factors that May Affect Future Results in
Management Discussion and Analysis of Financial Conditions and Results of Operations. In addition, we disclaim any obligation to update any forward-looking statements to reflect events or circumstances that occur after the date of this document,
except as may be required by law. </FONT></P> <P STYLE="margin-top:24px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>ADDITIONAL INFORMATION ABOUT THE TRANSACTIONS </B></FONT></P> <P
STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2"><B>AND WHERE TO FIND IT </B></FONT></P> <P STYLE="margin-top:12px;margin-bottom:0px"><FONT FACE="Times New Roman" SIZE="2">Sycamore intends to file with
the SEC a prospectus/proxy statement and other relevant materials in connection with the proposed transactions. The prospectus/proxy statement will be mailed to the stockholders of Allen Organ and Eastern Research. Investors and security holders of
Allen Organ and Eastern Research are urged to read the prospectus/proxy statement and the other relevant materials when they become available because they will contain important information about Sycamore, Allen Organ, Eastern Research and the
proposed transactions. The prospectus/proxy statement and other relevant materials (when they become available), and any other documents filed by Sycamore with the SEC, may be obtained free of charge at the SEC&#146;s website at www.sec.gov. In
addition, investors and security holders may obtain free copies of the documents filed with the SEC by Sycamore by contacting Sycamore Investor Relations at 978-250-3460. Investors and security holders may obtain free copies of certain relevant
documents from Allen Organ by contacting Allen Organ Investor Relations at 610-966-2202. Investors and security holders of Allen Organ and Eastern Research are urged to read the prospectus/proxy statement and the other relevant materials when they
become available before making any voting or investment decision with respect to the proposed transactions. </FONT></P> <P STYLE="margin-top:0px;margin-bottom:0px"><FONT SIZE="1">&nbsp;</FONT></P>
 <P STYLE="margin-top:0px;margin-bottom:0px" ALIGN="center"><FONT FACE="Times New Roman" SIZE="2">18 </FONT></P>

</BODY></HTML>
</TEXT>
</DOCUMENT>
</SUBMISSION>
