Filed by Occam Networks Inc.
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: Accelerated Networks, Inc.
Commission File No. 000-30741
[ACCELERATED NETWORKS AND OCCAM NETWORKS LETTERHEAD]
FOR IMMEDIATE RELEASE
Accelerated Networks and Occam Networks Call Special Stockholder
Meetings to Approve Pending Merger
Accelerated Networks Registration Statement Relating
to Merger with Occam Networks Declared Effective
MOORPARK and SANTA BARBARA, Calif. - April 29, 2002 - Accelerated Networks, Inc.
(Nasdaq: ACCL) and Occam Networks Inc. today announced that Accelerated
Networks' Registration Statement relating to the previously announced proposed
merger of the two companies was declared effective on April 26, 2002 by the
Securities and Exchange Commission.
Each company will hold a special meeting of its respective stockholders on
May 13, 2002 to obtain approval of the proposed merger involving the two
companies.
The special meeting of Accelerated Networks stockholders will be held at
10:00 a.m., local time, at the law offices of Cooley Godward LLP, 3175 Hanover
Street, Palo Alto, California.
The special meeting of Occam stockholders will also be held at 10:00 a.m.,
local time, at Occam Networks' headquarters, 77 Robin Hill Road, Santa Barbara,
California.
Accelerated Networks and Occam Networks expect to complete the merger
promptly following the respective stockholder meetings, subject to the
satisfaction or waiver of certain closing conditions.
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Accelerated Networks and Occam Announce Special Stockholder Meetings - Page 2
About Accelerated Networks, Inc.
Accelerated Networks, headquartered in Moorpark, California, designs and
develops multi service broadband access (MSBA) products that enable
telecommunications service providers to bundle voice and data services over a
single broadband access network. These products are designed to allow service
providers to efficiently and cost-effectively deliver and manage secure multi
service broadband access services using DSL, T1/E1, NxT1/E1, or DS3/OC-3
technologies. Accelerated's products also allow service providers to leverage
emerging technologies such as voice over broadband (VoB) and frame relay over
DSL (FRoDSL) over a single broadband access network. Accelerated Networks offers
all of the components of a complete multiservice broadband access solution:
carrier-class voice gateways, central office and multi-tenant unit
concentrators, and a broad range of customer premises integrated access devices
(IADs). Its AN-32 integrated Access Device (IAD) was named Network Magazine's
Local Loop Access Device product of the year. For additional information, please
visit www.acceleratednetworks.com.
About Occam Networks Inc.
Occam Networks Inc. develops and markets a suite of Broadband Loop
Carriers, innovative Ethernet- and IP-based loop carrier platforms that enable
incumbent local exchange carriers to profitably deliver a variety of traditional
and packet voice, broadband and IP services from a single, converged all-packet
access network. Occam is headquartered in Santa Barbara, Calif. Additional
information about the company can be found at www.occamnetworks.com.
Accelerated Networks has filed a registration statement on Form S-4 in
connection with the proposed merger between Accelerated Networks and Occam, and
Accelerated Networks and Occam intend to mail a proxy statement/prospectus to
their respective stockholders in connection with the transaction on or about May
1, 2002. Investors and security holders of Accelerated Networks and Occam are
urged to read the proxy statement/prospectus because it
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Accelerated Networks and Occam Announce Special Stockholder Meetings - Page 3
contains important information about Accelerated Networks, Occam and the
transaction. Investors and security holders may obtain a free copy of the proxy
statement/prospectus at the SEC's website at www.sec.gov. A free copy of the
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proxy statement/prospectus may also be obtained from Accelerated Networks and
Occam. In addition to this registration statement, Accelerated Networks files
annual, quarterly and special reports, proxy and information statements, and
other information with the SEC. Investors may read and copy any of these
reports, statements and other information at the SEC's public reference room
located at 450 5th Street, N.W., Washington, D.C., 20549. Investors should call
the SEC at 1-800-SEC-0330 for further information on this public reference room.
The reports, statements and other information filed by Accelerated Networks with
the SEC are also available for free at the SEC's web site at www.sec.gov. A free
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copy of these reports, statements and other information may also be obtained
from Accelerated Networks.
Accelerated Networks' executive officers and directors may be deemed to be
participants in the solicitation of proxies from the stockholders of Accelerated
Networks and Occam in favor of the merger. A description of the interests of
Accelerated Networks' executive officers and directors in Accelerated Networks
is set forth in the proxy statement for Accelerated Networks' 2001 Annual
Meeting of Stockholders, which was filed with the SEC on December 5, 2001.
Investors and security holders may obtain more detailed information regarding
the direct and indirect interests of Accelerated Networks' executive officers
and directors in the merger by reading the proxy statement/prospectus.
Occam's executive officers and directors may be deemed to be participants
in the solicitation of proxies from the stockholders of Accelerated Networks and
Occam in favor of the merger. A description of the interests of Occam's
executive officers and directors in Occam is set forth in the proxy
statement/prospectus. Investors and security holders may obtain more
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Accelerated Networks and Occam Announce Special Stockholder Meetings - Page 4
detailed information regarding the direct and indirect interests of Occam's
executive officers and directors in the merger by reading the proxy
statement/prospectus.
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Portions of this press release contain forward-looking statements regarding
future events or the future performance of Accelerated Networks, Occam or the
combined organization. Forward-looking statements involve risks and
uncertainties, which could cause actual results to differ materially from any
future performance suggested in such statements. These factors include, but are
not limited to, general market conditions affecting communications service
providers purchase of equipment, in particular, DSL-related equipment, changes
in service providers' business models, the rate our customers deploy their
networks, our customers' ability to secure financing, the timing of order and
shipments of products, mix of products sold, changes in the prices of
components, ability to maintain production volumes and secure key components,
the ability of Accelerated Networks, Occam or the combined organization to
develop new products to meet market demand, and the effects of natural
disasters, international conflicts and other events beyond our control. Neither
Accelerated Networks nor Occam undertake any obligation to publicly update any
forward-looking statements as a result of new information, future events or
otherwise. Please refer to Accelerated Networks' most recent quarterly report on
Form 10-Q, annual report on Form 10-K and other filings with the SEC, including
the proxy statement/prospectus, which contain and identify other important
factors that could cause actual results to differ materially from those
contained in any forward-looking statements.
Contact:
Press and Trade Analysts Investors and Financial Analysts
Daphne Page Jill Fukuhara
Director, Corporate Communications FRB for Occam
Occam Networks Inc. +1 301 407 6539
+1 805 692 2919 jfukuhara@webershandwick.com
dpage@occamnetworks.com
Trudy Self
Accelerated Networks, Inc.
805-553-9680 x409
investorrelations@acceleratednetworks.com