1
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 | Consulting Engineer Overview Webinar
|
3
Welcome & Logistics
Welcome to the Calix to Acquire Occam Networks Consulting
Engineer 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
at
anytime
-
monitored
by
Calix
personnel
Questions will be placed in queue for verbal Q&A response section
Presenters
may
answer
questions
during
the
presentations
if
time
allows
Any questions not answered during this session will be answered via e-
mail follow-up |
4
Transaction Snapshot
Deal Size:
Deal Size:
$171 million in stock and cash
Closing Conditions:
Closing Conditions:
Occam Networks stockholder approval, regulatory
clearance and other customary closing conditions
Anticipated Closing:
Anticipated Closing:
Q4 2010 or Q1 2011
Post Closing Metrics:
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 to SUCCEED
Accelerating Unified Access
Complementary expertise expected to speed product
INNOVATION An
EXPANDED
UNIFIED
ACCESS
portfolio
Increased resources, scale, and FOCUS ON
ACCESS
lays foundation for
enhanced solutions development, testing, and quality
Accelerating Our Customers
A
WIDER
RANGE
OF
DEPLOYMENT
OPTIONS
expected
from
an
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
5 |
6
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
Occams decade of experience in IP and Ethernet matched with
Calixs 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 |
7
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
industrys broadest and most mature programs for partner
interoperability.
Expanded resources and a clear business vision aligned with
your
network
and
business
interests
to
help
YOU
to
SUCCEED
|
Two Broadband Access Portfolios
OccamView
EMS
BLC 6000 Chassis:
high density
BLC 6000 Chassis:
medium, low density
ONT portfolio
8 |
One Unified Access Portfolio
Management / Value
Added Software
Central Office
Remote Terminal /
Node
Premises |
10
Expanding the Unified Access Portfolio
Integrating the Occam Networks portfolio into Unified Access
Plan to make the BLC6000 part of the Unified Access portfolio
Plan to combine ONT portfolios expected to make one of the industrys
broadest ONT portfolios
Plan to integrate the B-Series into CMS
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
ENHANCED
ENHANCED
FLEXIBILTY
FLEXIBILTY
and
ACCELERATED
ACCELERATED
OPPORTUNITY
OPPORTUNITY
through a broadened Unified Access portfolio
B-Series platforms to reside on the same Ethernet rings as the
C- and E-Series
ONT portfolio support across all three Calix platforms B-Series, C-Series and
E-Series A single, broad, and mature management system across the Unified Access portfolio
|
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
GE
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
B-Series
Copper:
DSL / POTS
Fiber:
MEF Services
10GE
NxGE
GE
SIP
H.248
MGCP
TDM
RF
RFOG
11 |
12
2010 User Group Conference
Register now
November
6
-
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 were in Las Vegas, Nevada...
Visit the Calix website to register:
http://usergroup.calix.com/2010/
th
th |
13
Addl
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 SECs
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. |
14
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 SECs
web site at www.sec.gov
or by going to Calixs
Investor
Relations
page
on
its
corporate
website
at
www.Calix.com.
Information concerning Occam Networks' directors and executive
officers is set
forth
in
Occam
Networks'
proxy
statement
for
its
2010
Annual
Meeting of
Stockholders, which was filed with the SEC on April 8, 2010. This document
is
available
free
of
charge
at
the
SECs
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. |
15
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
be
identified by the words, believes,
expects,
could,
will,
intends,
should,
estimate,
would,
may,
anticipates,
plans
and other similar words. These statements are based on managements
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 Managements Discussion and
Analysis of Financial Condition and Results of Operations
sections of Calixs 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 Calixs 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. |