- Post-Effective Amendment to an S-8 filing (S-8 POS)
February 23 2011 - 6:07AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 23, 2011
Registration No. 333-134542
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OCCAM
NETWORKS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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77-0442752
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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6868 Cortona Drive
Santa Barbara, CA
(Address of Registrants Principal Executive Office) (Zip Code)
RESTRICTED
STOCK GRANT AGREEMENT
2000 STOCK INCENTIVE PLAN
(Full title of the plan)
Robert L.
Howard-Anderson
President and Chief Executive Officer
Occam Networks, Inc.
6868 Cortona Drive
Santa Barbara, CA 93117
(805) 692-2900
(Name and Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Robert F. Kornegay, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the Registration Statement on Form S-8 (Registration No. 333-134542), filed on May 26,
2006, pertaining to Occam Networks, Inc. Common Stock.
On February 22, 2011, at a special meeting of stockholders, the
stockholders of the Company adopted that certain Agreement and Plan of Merger and Reorganization, dated as of September 16, 2010, by and among Calix, Inc. (Calix), Ocean Sub I, Inc., a direct, wholly owned subsidiary of Calix
(Merger Sub One), Ocean Sub II, LLC, a second direct, wholly owned subsidiary of Calix (Merger Sub Two) and the Company (the Merger Agreement), after which Calix completed its acquisition of the Company.
Pursuant to the terms of the Merger Agreement, Merger Sub One merged with the Company in accordance with the General Corporation Law of the State of Delaware (the DGCL), with the Company continuing as the surviving entity as a wholly
owned subsidiary of Calix (such merger referred to herein as the First-Step Merger, and the effective time of the First-Step Merger referred to herein as the Effective Time). Thereafter, in accordance with the Merger
Agreement, the Company will merge with Merger Sub Two in accordance with the DGCL, with Merger Sub Two continuing as the surviving company (the Second-Step Merger and together with the First-Step Merger, the Merger) under the
name Occam Networks, LLC as a direct, wholly owned subsidiary of Calix upon completion of the Second-Step Merger. As a result of the Merger, the Company has terminated any offering of the Companys securities pursuant to the Registration
Statement.
In accordance with an undertaking made by the Company in Part II of the Registration Statement to remove from
registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the
Company registered but remaining unsold under the Registration Statement, if any.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Barbara, State of California, on this 22
nd
day of February, 2011.
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OCCAM NETWORKS, INC.
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By:
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/s/ Jeanne Seeley
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Jeanne Seeley
Senior Vice
President and Chief Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
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Signature
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Title
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Date
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/s/ Robert L. Howard-Anderson
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Chief Executive Officer and Director (Principal Executive Officer)
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February 22, 2011
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Robert L. Howard-Anderson
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/s/ Jeanne Seeley
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Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
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February 22, 2011
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Jeanne Seeley
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/s/ Carl Russo
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Director
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February 22, 2011
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Carl Russo
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