-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GoRqp+w3xpgFcdK7g8M/ulfW+99AHxlS7qchvbd0aUCdzkJhTsJ9uL2Pi2Be0h9p eK4ipIA0Vfgfu+xFtShpUw== 0001012975-07-000355.txt : 20070629 0001012975-07-000355.hdr.sgml : 20070629 20070629155650 ACCESSION NUMBER: 0001012975-07-000355 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070629 DATE AS OF CHANGE: 20070629 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OCCAM NETWORKS INC/DE CENTRAL INDEX KEY: 0001108185 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 770442752 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60613 FILM NUMBER: 07950839 BUSINESS ADDRESS: STREET 1: 77 ROBIN HILL ROAD CITY: SANTA BARBARA STATE: CA ZIP: 93117 BUSINESS PHONE: (805) 692-2900 MAIL ADDRESS: STREET 1: 77 ROBIN HILL ROAD CITY: SANTA BARBARA STATE: CA ZIP: 93117 FORMER COMPANY: FORMER CONFORMED NAME: OCCAM NETWORKS INC DATE OF NAME CHANGE: 20020515 FORMER COMPANY: FORMER CONFORMED NAME: ACCELERATED NETWORKS INC DATE OF NAME CHANGE: 20000301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENTERPRISE ASSOCIATES 9 L P CENTRAL INDEX KEY: 0001102947 IRS NUMBER: 522189689 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1119 ST PAUL STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4102440115 FORMER COMPANY: FORMER CONFORMED NAME: NEW ENTERPRISE ASSOCIATES 9 LIMITED PARTNERSHIP DATE OF NAME CHANGE: 20000111 SC 13D/A 1 e9813925v1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Occam Networks, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 67457P309 - -------------------------------------------------------------------------------- (CUSIP Number) Louis S. Citron, Esq. New Enterprise Associates 1119 St. Paul Street, Baltimore, MD 21202 (410) 246-2927 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 18, 2007 ---------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 7 Schedule 13D Item 1. SECURITY AND ISSUER. This statement relates to the common stock, par value $0.001 per share (the "Common Stock"), of Occam Networks, Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 77 Robin Hill Road, Santa Barbara, California 93117. Item 2. IDENTITY AND BACKGROUND. This statement is being filed by New Enterprise Associates 9, Limited Partnership ("NEA 9"), NEA Partners 9, Limited Partnership ("NEA Partners 9"), which is the sole general partner of NEA 9, and Peter J. Barris ("Barris"), C. Richard Kramlich ("Kramlich"), Peter T. Morris ("Morris"), John M. Nehra ("Nehra"), Charles W. Newhall III ("Newhall"), and Mark W. Perry ("Perry") (collectively, the "General Partners"). The General Partners are individual general partners of NEA Partners 9. NEA 9, NEA Partners 9, and the General Partners are sometimes referred to collectively herein as the "Reporting Persons." The address of the principal business office of NEA 9, NEA Partners 9, Nehra and Newhall is New Enterprise Associates, 1119 St. Paul Street, Baltimore, Maryland 21202. The address of the principal business office of Kramlich, Morris and Perry is New Enterprise Associates, 2490 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Barris is New Enterprise Associates, One Freedom Square, 11951 Freedom Drive, Suite 1240, Reston, Virginia 20190. Each of NEA 9 and NEA Partners 9 is a limited partnership organized under the laws of the State of Delaware. Each of the General Partners is a United States citizen. The principal business of NEA 9 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 9 is to act as the general partner of NEA 9. The principal business of each of the General Partners is to act as a general partner of NEA Partners 9 and a number of affiliated partnerships with similar businesses. During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Not applicable. Item 4. PURPOSE OF TRANSACTION. Not applicable. Item 5. INTEREST IN SECURITIES OF THE ISSUER. Each Reporting Person has ceased to own beneficially five percent (5%) or more of the Issuer's outstanding Common Stock. Page 2 of 7 Item 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Not applicable. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Agreement regarding filing of joint Schedule 13D. Page 3 of 7 SIGNATURES After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: June 29, 2007 NEW ENTERPRISE ASSOCIATES 9, LIMITED PARTNERSHIP By: NEA PARTNERS 9, LIMITED PARTNERSHIP By: * --------------------------------------------- Charles W. Newhall III General Partner NEA PARTNERS 9, LIMITED PARTNERSHIP By: * --------------------------------------------- Charles W. Newhall III General Partner * - ------------------------------------------------- Peter J. Barris * - ------------------------------------------------- C. Richard Kramlich * - ------------------------------------------------- Peter T. Morris * - ------------------------------------------------- John M. Nehra * - ------------------------------------------------- Charles W. Newhall III * - ------------------------------------------------- Mark W. Perry Page 4 of 7 /s/ Louis S. Citron ------------------------------------- Louis S. Citron As attorney-in-fact This Amendment No. 8 to Schedule 13D was executed by Louis S. Citron pursuant to Powers of Attorney which were filed with the Securities and Exchange Commission on January 18, 2005 in connection with Amendment No. 4 to Schedule 13D for Occam Networks, Inc. which Powers of Attorney are incorporated herein by reference. Page 5 of 7 EXHIBIT 1 AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of Occam Networks, Inc. EXECUTED this 29th day of June, 2007. NEW ENTERPRISE ASSOCIATES 9, LIMITED PARTNERSHIP By: NEA PARTNERS 9, LIMITED PARTNERSHIP By: * --------------------------------------------- Charles W. Newhall III General Partner NEA PARTNERS 9, LIMITED PARTNERSHIP By: * --------------------------------------------- Charles W. Newhall III General Partner * - ------------------------------------------------- Peter J. Barris * - ------------------------------------------------- C. Richard Kramlich * - ------------------------------------------------- Peter T. Morris * - ------------------------------------------------- John M. Nehra * - ------------------------------------------------- Charles W. Newhall III * - ------------------------------------------------- Mark W. Perry Page 6 of 7 /s/ Louis S. Citron ------------------------------------- Louis S. Citron As attorney-in-fact This Agreement with respect to Amendment No. 8 of Schedule 13D was executed by Louis S. Citron pursuant to Powers of Attorney which were filed with the Securities and Exchange Commission on January 18, 2005 in connection with Amendment No. 4 to Schedule 13D for Occam Networks, Inc. which Powers of Attorney are incorporated herein by reference. Page 7 of 7 -----END PRIVACY-ENHANCED MESSAGE-----