Room 4561
August 19, 2005
Robert L. Howard-Anderson
President and Chief Executive Officer
Occam Networks, Inc.
77 Robin Hill road
Santa Barbara, CA 93117
Re: Occam Networks, Inc.
Amendments No. 1 to Registration Statements on Form S-1
Filed July 29, 2005
File Nos. 333-125061 and 333-125060
Forms 10-Q for the periods ended March 31 and June 30,
2005
Form 8-K filed on June 28, 2005
File No. 0-30741
Dear Mr. Carl:
We have reviewed your responses and have the following
comments. Please be advised that the comments relating to the
Exchange Act reporting documents must be resolved prior to
effectiveness of either registration statement, and no later than
August 29, 2005.
Registration Statement File No. 333-125061
Cover Page
1. Please expand the paragraph that references the separate resale
registration statement to disclose the maximum number of shares
offered under the separate filing.
Questions and Answers about the Rights Offering, page 1
2. Consistent with you supplement response to prior comment 4,
please
expand page 2 to disclose that preferred holders will not receive
any
acquisition or liquidation proceeds distributions unless there is
at
least $20 million for distribution.
Registration Statement File No. 333-125060
3. We note your response to prior comment no. 3 regarding the
selling
stockholders table that you are awaiting additional information
regarding certain selling stockholders and that you expect to
amend
the registration statement to include additional information
regarding those stockholders. We will review the additional
information when it is submitted.
Form 8-K filed on June 28, 2005
4. Revise to state whether the Company has authorized the former
accountant to respond fully to the inquiries of the successor
accountant concerning the subject matter of each material
weakness.
See Item 304(a)(1)(v) of Regulation S-K.
5. We note that PwC advised you of certain internal control
deficiencies. Provide us with any letters or written
communications
to and from the former accountants regarding any disagreements or
reportable events to management or the Audit Committee.
6. Tell us more about the material weakness related to the revenue
recognition and the significant deficiency related to deferred
revenue classification. Describe in reasonable detail how these
control deficiencies were discovered, the nature of each issue and
the impact the issues had on the current and prior period
financial
statements.
Form 10-Q for the quarter ended June 30, 2004
Controls and Procedures, page 29
7. In light of the fact that a material weakness existed with
respect
to revenue recognition, tell us how your officers were able to
conclude that disclosure controls and procedures were nonetheless
effective as of the end of the period covered by the report.
Form 10-Q for the quarter ended March 31, 2005
Controls and Procedures, page 24
8. We note from your Form 8-K filed June 28, 2005 that you have
remedied the deficiency relating to the deferred revenue
classification. Tell us when this change in control policy took
place and what consideration you gave to including disclosure of
any
changes in internal control over financial reporting in your Form
10-
Q.
Please direct any questions relating to the financial
statements to Steven Williams at 202-551-3478 or to Melissa Walsh
at
202-551-3224. Please direct all other questions to Maryse Mills-
Apenteng at (202) 551-3457 or, in her absence, the undersigned at
(202) 551-3462.
If you still require further assistance, you may contact Barbara
C.
Jacobs, Assistant Director, at (202)-551-3730.
Sincerely,
Mark P. Shuman
Branch Chief - Legal
cc: Via facsimile: 650-496-4367
Asaf Kharal, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
Robert L. Howard-Anderson
Occam Networks, Inc.
August 19, 2005
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