Edgar Filing: OCCAM NETWORKS INC/DE

425

Filing Information

Filed by Calix, Inc.

Commission File No. 001-34674

Pursuant to Rule 425 Under the Securities Act of 1933

And Deemed Filed Pursuant to Rule 14a-12

Under the Securities Exchange Act of 1934

Subject Company: Occam Networks, Inc.

Commission File No. 001-33069

This filing relates to the proposed acquisition by Calix, Inc, a

Delaware corporation (“Calix”), of Occam Networks, Inc., a Delaware

corporation (“Occam Networks”), pursuant to the terms of that

certain Agreement and Plan of Merger and Reorganization, dated as

of September 16, 2010, by and among Calix, Ocean Sub I, Inc., Ocean

Sub II, LLC and Occam Networks.

Calix to Acquire Occam Networks |

Customer Overview Webinar

Welcome & Logistics

Welcome to the Calix to Acquire Occam Networks Customer

“Q&A”

Webinar

Hosted by Carl Russo, Calix president and CEO

Short presentation describing the transaction, rationale, and benefits

Questions and Answers submitted by attendees (online)

Duration: 1 hour

How to ask questions

Conference bridge is broadcast for attendees to prevent excess noise, complexity

Webinar control panel has Q&A module

Type

questions

anytime

monitored

Calix

personnel

Questions will be placed in queue for verbal Q&A response section

Presenters

may

answer

questions

during

the

presentations

time

allows

Any questions not answered during this session will be answered via e-

mail follow-up

Transaction Snapshot

Deal Size:

$171 million in stock and cash

Closing Conditions:

Occam Networks stockholder approval, regulatory

clearance and other customary closing conditions

Anticipated Closing:

Q4 2010 or Q1 2011

Post Closing Metrics:

Trailing Revenues (last 12 months): ~$350 million

Estimated Customers: 800+

Aggregate Port Shipments: 10 million+

Aggregate Subscriber Lines (Customers): 48 million+

Key Benefits Summary: Acceleration

Calix

/ Occam Networks combination focused on helping our

customers

SUCCEED

Accelerating Unified Access

Complementary

expertise

expected

speed

product

INNOVATION

EXPANDED

UNIFIED

ACCESS

portfolio

Increased resources, scale, and FOCUS ON

FOCUS ON

ACCESS lays foundation for

enhanced solutions development, testing, and quality

Accelerating Our Customers

WIDER

RANGE

DEPLOYMENT

OPTIONS

expected

from

expanded Unified Access portfolio

CLOSER RELATIONSHIPS

with customers and partners expected through

direct and expanded sales coverage and support

Enhanced

ALIGNMENT

with

communications

service

provider

network

and

business model transformation

Key Benefits Summary: Solutions

A broader Unified Access portfolio

Greater breadth and diversity of solutions expected

Form factors, ONTs, density options

Complementary technologies and resources

Share many common hardware and software components and

attributes –

facilitated integration into Unified Access

Occam’s decade of experience in IP and Ethernet matched with

Calix’s decade of experience in fiber access

Address access network challenges in moving to Ethernet and fiber

Enhanced voice flexibility expected

A range of solutions across TDM, SIP, H.248, and MGCP

New innovations expected

Expanded engineering, test resources, and R&D dollars solely focused and

target on access innovation

Key Benefits Summary: Business

A focus on access

Expanded resources, testing, and investment are planned in the part of

your network that connects you to your customers

An enhanced direct customer engagement model

More “feet on the street”

Expansion of our world-class support organization and tools

Expanded Interoperability

Combined Calix Compatible and OPAN programs create one of the

industry’s broadest and most mature programs for partner

interoperability.

Expanded resources and a clear business vision aligned with

your

network

and

business

interests

help

YOU

SUCCEED

Two Broadband Access Portfolios

OccamView

EMS

BLC 6000 Chassis:

high density

BLC 6000 Chassis:

medium, low density

ONT portfolio

One Unified Access Portfolio

Management / Value

Added Software

Central Office

Remote Terminal /

Node

Premises

Expanding the Unified Access Portfolio

Integrating the Occam Networks portfolio into Unified Access

ENHANCED

FLEXIBILTY

and

ACCELERATED

OPPORTUNITY

through a broadened Unified Access portfolio

Plan to make the BLC6000 part of the Unified Access portfolio

“B-Series” platforms to reside on the same Ethernet rings as the C- and E-Series

Plan to combine ONT portfolios expected to make one of the industry’s

broadest ONT portfolios

ONT portfolio support across all three Calix platforms – B-Series, C-Series and E-Series

Plan to integrate the B-Series into CMS

A single, broad, and mature management system across the Unified Access portfolio

Complement CMS with valuable new tools from Occam Networks

Enhance Unified Access portfolio to support a broader set of voice

protocols

Protocols supported to span across SIP, H.248, MGCP, and legacy TDM

EXA Powered Access Network

Routed Core Network

100GE / 40GE / DWDM Rings

Unified Access Management

Service Delivery and Assurance

Fiber:

MEF Services

Copper:

DSL / POTS

Copper:

DSL / POTS

Fiber: PON and

Pt-to-Pt GE / AE

Fiber:

MEF Services

Central Office

10GE / NxGE

/ GE Rings

ETHERNET

10GE / GE Ring

Node

NxGE

/ GE Rings or Pt-to-Pt

10GE

NxGE

Remote Terminal

10GE / NxGE

/ GE Rings

IPTV

Voice

Internet

Access

Broadcast

Video

MEF

Services

Residential

Schools /

Library

MDU / MTU

Small

Business

Large

Business

Mobile

Backhaul

Customer, Business, or MDU Premises

PON, Pt-to-Pt GE / AE, or DSL

Copper:

DSL / POTS

B-Series

Copper:

DSL / POTS

Fiber:

MEF Services

10GE

NxGE

SIP

H.248

MGCP

TDM

RFOG

2010 User Group Conference

November

-9

just

before

TelcoTV

Saturday 9/6: Golf

Sunday 9/7: Training / Reception

Monday 9/8: Keynotes / Breakouts

Product introductions

Advanced broadband devices/services

Future of voice: Genband/Metaswitch

Special event: La Reve

Tuesday 9/8: Keynotes / Breakouts

Unified Access vision

National Broadband Plan

Giveaways / Prizes

This year we’re in Las Vegas, Nevada...

Visit the Calix website to register:

http://usergroup.calix.com/2010/

Add’l

Information: Where to Find It

Calix will file a Registration Statement on Form S-4 containing a

proxy statement/prospectus and other documents concerning the

proposed acquisition with the Securities and Exchange Commission

(the “SEC”). Investors are urged to read the proxy

statement/prospectus when it becomes available and other relevant

documents filed with the SEC because they will contain important

information. Security holders may obtain a free copy of the proxy

statement/prospectus (when it is available) and other documents

filed by Calix and Occam Networks with the SEC at the SEC’s

web

site at http://www.sec.gov. The proxy statement/prospectus and

other documents may also be obtained for free by contacting Calix

Investor Relations by e-mail at Carolyn.Bass@Calix.com, by

telephone at 415-445-3232 or by mail at Investor Relations, Calix,

Inc., 1035 N. McDowell Blvd., Petaluma, CA 94954 or by contacting

Occam Networks Investor Relations by e-mail at

ir@occamnetworks.com, by telephone at 805-692-2957or by mail at

Investor Relations, Occam Networks, 6868 Cortona

Drive, Santa

Barbara, CA 93117.

Participants in the Acquisition of

Occam Networks

Calix, Occam Networks, certain of their respective directors, executive

officers, members of management and employees may, under the rules of the

SEC, may be deemed to be participants in the solicitation of proxies in favor

of the proposed merger. Information regarding the persons who may be

considered “participants”

in the solicitation of proxies will be set forth in the

proxy statement/prospectus when it is filed with the SEC. Information

regarding certain of these persons and their beneficial ownership of Calix

common stock as of December 31, 2009 is also set forth in the prospectus

filed by Calix on March 24, 2010 with the SEC. This document is available free

of charge at the SEC’s

web site at www.sec.gov

or by going to Calix’s

Investor Relations page on its corporate website at www.Calix.com.

Information concerning Occam Networks' directors and executive officers is

set

forth

Occam

Networks'

proxy

statement

for

its

2010

Annual

Meeting

Stockholders, which was filed with the SEC on April 8, 2010. This document

is available free of charge at the SEC’s

website at www.sec.gov

or by going

to Occam Networks' Investor Relations page on its corporate web site at

www.OccamNetworks.com.

Additional

information

regarding

the

persons

who may, under the rules of the SEC, be deemed participants in the

solicitation of proxies in connection with the proposed merger, and a

description of their direct and indirect interests in the proposed merger,

which may differ from the interests of Calix stockholders or Occam Networks

stockholders generally will be set forth in the proxy statement/prospectus

when it is filed with the SEC.

Forward-Looking Statements

This document contains forward-looking statements within the meaning of Section 27A of the Securities Act

of 1933, as amended, and Section

21E of the Securities Exchange Act of 1934. These statements can

identified by the words, “believes,”

“expects,”

“could,”

“will,”

“intends,”

“should,”

“estimate,”

“would,”

“may,”

“anticipates,”

“plans”

and other similar words. These statements are based on management’s

current expectations, estimates, forecasts, projections and beliefs and are subject to a number of factors

and uncertainties that could cause actual results to differ materially from those described in the forward-

looking statements. The forward-looking statements contained in this document include statements

about

the timing of closing the acquisition, future financial and operating results; benefits of the acquisition;

financial advantages; the ability to integrate the companies; the ability to expand the Unified Access

portfolio; the ability to accelerate access innovation; the ability to integrate platforms and products to

accelerate opportunities for customers and broaden the Calix Unified Access portfolio; plans to increase

sales and support coverage; ability to enhance solutions development, testing and quality; the ability to

increase the range of deployment options, create closer relationships with customers and partners and

enhance alignment with communication service provider networks and business model transformations;

the ability to expand resources, testing and investments; the ability to enhance the customer engagement

model and expand interoperability; and other statements regarding the proposed acquisition. These

statements are not guarantees of future performance, involve risks, uncertainties and assumptions that are

difficult to predict, and are based upon assumptions as to future events that may not prove accurate.

Therefore, actual outcomes and results may differ materially from what is expressed herein. For example, if

Occam Networks does not receive required stockholder approval or

the parties fail to satisfy other

conditions to closing, the transaction may not be consummated. In any forward-looking statement in which

Calix or Occam Networks expresses an expectation or belief as to

future results, such expectation or belief

is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the

statement or expectation or belief will result or be achieved or

accomplished. The following factors, among

others, could cause actual results to differ materially from those described in the forward-looking

statements: failure of the Occam Networks stockholders to approve the proposed acquisition; the

challenges and costs of closing, integrating, restructuring and achieving anticipated synergies; the ability

to retain key employees; and other economic, business, competitive, and/or regulatory factors affecting the

businesses of Calix and Occam Networks generally, including those set forth in the filings of Calix with the

Securities and Exchange Commission, especially in the “Risk Factors”

and “Management’s Discussion and

Analysis of Financial Condition and Results of Operations”

sections of Calix’s prospectus filed with the

SEC on March 24, 2010 and its quarterly reports on Form 10-Q, Occam Networks' annual reports on Form

10-K and quarterly reports on Form 10-Q, each of Calix’s and Occam Networks' current reports on Form 8-K

and other SEC filings. These forward-looking statements speak only as of the date hereof. Calix and

Occam Networks are under no obligation to (and expressly disclaim any such obligation to) update or alter

their forward-looking statements whether as a result of new information, future events, or otherwise.