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 |

Customer Overview

3

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+ 

4

Two Broadband Access Portfolios

OccamView

EMS

BLC 6000 Chassis:

high density

BLC 6000 Chassis:

medium, low density

ONT portfolio

5

One Unified Access Portfolio

Management / Value

Added Software

Central Office

Remote Terminal / 

Node

Premises

6

Key Benefits Summary: Acceleration

Calix

/ Occam Networks combination focused on helping our

customers

to

SUCCEED

SUCCEED

Accelerating Unified Access

Complementary

expertise

expected

to

speed

product

INNOVATION

INNOVATION

An

EXPANDED

EXPANDED

UNIFIED

UNIFIED

ACCESS

ACCESS

portfolio

Increased

resources,

scale,

and

FOCUS

FOCUS

ON

ON

ACCESS

ACCESS

lays

foundation

for

enhanced solutions development, testing, and quality

Accelerating Our Customers

A

WIDER

WIDER

RANGE

RANGE

OF

OF

DEPLOYMENT

DEPLOYMENT

OPTIONS

OPTIONS

expected

from an

expanded Unified Access portfolio

CLOSER RELATIONSHIPS

CLOSER RELATIONSHIPS

with customers and partners expected through

direct and expanded sales coverage and support

Enhanced

ALIGNMENT

ALIGNMENT

with

communications

service

provider

network

and

business model transformation

7

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

Occam’s decade of experience in IP and Ethernet matched with

Calix’s 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

8

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

industry’s 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

SUCCEED

9

Expanding the Unified Access Portfolio

Integrating the Occam Networks portfolio into Unified Access

Plan to make the BLC6000 part of the Unified Access portfolio

“B-Series”

platforms

to

reside

on

the

same

Ethernet

rings

as

the

C-

and

E-Series

Plan to combine ONT portfolios expected to make one of the industry’s

broadest ONT portfolios

ONT

portfolio

support

across

all

three

Calix

platforms

–

B-Series,

C-Series

and

E-Series

Plan to integrate the B-Series into CMS

A

single,

broad,

and

mature

management

system

across

the

Unified

Access

portfolio

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

10

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 SEC’s

web site at www.sec.gov

or by going to Calix’s

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

SEC’s

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.

11

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

Calix’s

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

SEC’s

web

site

at

www.sec.gov

or

by

going

to Calix’s

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 SEC’s

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.

12

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 management’s

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 “Management’s Discussion and

Analysis of Financial Condition and Results of Operations”

sections of Calix’s 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 Calix’s 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.