Filed by Accelerated Networks, Inc. pursuant to Rule 425
under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: Occam Networks Inc.
[ACCELERATED NETWORKS LOGO] [OCCAM NETWORKS LOGO]
Accelerated Networks and Occam Networks Call Special Stockholder
Meetings to Approve Pending Merger
MOORPARK & SANTA BARBARA, Calif.--(BUSINESS WIRE)--April 29, 2002-- Accelerated
Networks Registration Statement Relating to Merger with Occam Networks Declared
Effective.
Accelerated Networks, Inc. (Nasdaq: ACCL - news) and Occam Networks Inc. Monday
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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
a.m., local time, at the law offices of Cooley Godward LLP, 3175 Hanover Street,
Palo Alto, Calif.
The special meeting of Occam stockholders will also be held at 10 a.m., local
time, at Occam Networks' headquarters, 77 Robin Hill Road, Santa Barbara.
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.
About Accelerated Networks, Inc.
Accelerated Networks, headquartered in Moorpark, 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 multi-service
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.
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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. Additional information about the
company can be found at www.occamnetworks.com.
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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 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
Web site at www.sec.gov.
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A free copy of the 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 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
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 Dec. 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 detailed information regarding
the direct and indirect interests of Occam's executive officers and directors in
the merger by reading the proxy statement/prospectus.
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.
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Contact:
Occam Networks Inc. (Press and Trade Analysts)
Daphne Page, 805/692-2919
dpage@occamnetworks.com
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or
FRB for Occam (Investors and Financial Analysts)
Jill Fukuhara, 301/407-6539
jfukuhara@webershandwick.com
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or
Accelerated Networks Inc., Moorpark
Trudy Self, 805/553-9680 ext. 409
investorrelations@acceleratednetworks.com
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