Mail Room 4561
June 14, 2006
Robert L. Howard-Anderson
President and Chief Executive Officer
Occam Networks, Inc.
77 Robin Hill Road
Santa Barbara, CA 93117
Re: Occam Networks, Inc.
Registration Statement on Form S-1
Filed on May 19, 2006
File No. 333-134318
Form 10-K for the fiscal year ended December 31, 2005
Form 10-Q for the period ended March 26, 2006
File No. 0-30741
Dear Mr. Howard-Anderson:
We have limited our review of the above-referenced Form S-1
registration statement and period reports on Form 10-K and Form
10-Q
of Occam Networks, Inc. to the disclosure items identified below
and
have the following comments. Where indicated, we think you should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure. After reviewing this information, we
may
or may not raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We welcome any questions you may have about our comments or on any
other aspect of our review and look forward to working with you.
Feel free to call us at the telephone numbers listed at the end of
this letter.
Selling Stockholders, page 78
1. We note that you have not identified the selling shareholders.
Please ensure that you include this information and the plan of
distribution in a pre-effective amendment to the registration.
Also,
to the extent that you include any non-public entity shareholders
in
the selling shareholder table, ensure that you identify the
natural
person or persons who have voting and/or investment control over
them. See interpretation 4S of the Regulation S-K portion of the
March 1999 supplement to the publicly available telephone
interpretation manual, as well as interpretation I.60 of the July
1997 version of the telephone interpretation manual.
2. Additionally, please be sure to provide disclosure with respect
to
how each selling stockholder acquired their shares. We view a
discussion of the transactions in which each of the selling
shareholders received their shares as information required to be
disclosed under Item 507 of Regulation S-K. In addition, please
give
consideration as to whether the agreements relating to these
transactions are required to be filed pursuant to Item 601 of
Regulation S-K.
Form 10-K for the fiscal year ended December 31, 2005
Form 10-Q for the period ended March 26, 2006
3. Please clarify whether your certifying officers consider that
the
deficiencies identified constitute material weaknesses or
significant
deficiencies. In this regard, it is unclear how your statement
that
management "believes it likely that one or more could be deemed a
material weakness" qualifies the conclusion of management that the
deficiencies do not constitute a material weakness. State whether
management considers the deficiencies to constitute "significant
deficiencies."
4. Tell us whether the remedial measures outlined on page 37 of
the
Form 10-K and page 19 of the Form 10-Q constitute all material
measures initiated to remedy the deficiencies as of the filing
date
of each report. Your disclosure currently states that the
measures
taken as of the reporting date "include" the measures identified.
If
management has projected a more specific time period by which it
expects to remedy the deficiencies, that period should be
disclosed.
In addition, to the extent the remedial measures constitute a
material cost to the company, such costs should also be disclosed.
5. With regard to the Disclosure Controls and Procedures in the
Form
10-QSB, you must provide a clear statement as to whether
management
concluded that the disclosure controls and procedures were
effective
as of the end of the period covered by the report. In the first
paragraph, you do not explicitly state whether the certifying
officers concluded that the disclosure controls were effective as
of
the end of the period covered by the report. Please provide us
with
a representation as to whether management concluded that the
disclosure controls and procedures as defined under Rule 13a-15(e)
were effective and confirm that you will conform your disclosure
in
future filings.
6. In light of your determination that the filing deadlines should
have been calculated in a manner different from how you calculated
them in the past, state specifically whether you consider any of
your
prior filings to have been filed late. In addition, tell us the
basis for management`s conclusion that information required to be
disclosed by you in reports you file under the Exchange Act were
"reported within the time periods specified in Securities and
Exchange Commission rules and forms" given your disclosure that
"some
of [y]our prior Exchange Act filing could be considered to have
been
late. . . ."
As appropriate, please amend your filings in response to our
comments. You may wish to provide us with marked copies of the
amendments to expedite our review. Please furnish a cover letter
with your amendments that keys your responses to our comments and
provides any requested information. Detailed cover letters
greatly
facilitate our review. Please understand that we may have
additional
comments after reviewing your amendments and responses to our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to
delegated authority, declare the filing effective, it does not
foreclose the Commission from taking any action with respect to
the
filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statements as a confirmation of
the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 1933 and
the
Securities Exchange Act of 1934 as they relate to the proposed
public
offering of the securities specified in the above registration
statements. We will act on the request and, pursuant to delegated
authority, grant acceleration of the effective date.
We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendments for further review before
submitting a request for acceleration. Please provide this
request
at least two business days in advance of the requested effective
date.
Please direct all questions to Maryse Mills-Apenteng at 202-
551-3457 or Anne Nguyen, Special Counsel, at 202-551-3611. If you
still require further assistance, please contact the undersigned
at
202-551-3730.
Sincerely,
Barbara C. Jacobs
Assistant Director
cc: Via facsimile: (650) 493-6811
Asaf H. Kharal, Esq.
Wilson Sonsini Goodrich and Rosati P.C.
Robert L. Howard-Anderson
Occam Networks, Inc.
June 14, 2006
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