An investigation on behalf of investors of Occam Networks, Inc. (NASDAQ:OCNW) over potential breaches of fiduciary duty by the OCNW board of directors in connection with the proposed takeover of Occam Networks, Inc. by Calix, Inc. was announced.

The investigation by a law firm concerns whether Occam Networks, Inc. and its Board breached their fiduciary duties owed to OCNW investors in connection with the proposed takeover.

Occam Networks, Inc., located in Santa Barbara, California, develops, markets and supports broadband access products designed to enable telecom service providers to offer bundled voice, video and high speed Internet, or Triple Play, services over both copper and fiber optic networks. Occam Networks revenue increased from $68.20million in 2006 to $84.05million in 2009. On Thursday, September 16, 2010, Occam Networks, Inc. (NASDAQ: OCNW) and Calix, Inc. (NYSE: CALX) announced that the companies have entered into an agreement for Calix to acquire Occam Networks in a stock and cash transaction valued at approximately $171 million, which is approximately $7.75 per outstanding share of Occam Networks stock. Under the agreement each outstanding share of Occam Networks common stock (other than those shares with respect to which appraisal rights are available, properly exercised and not withdrawn) will be converted into the right to receive (a) $3.8337 per share in cash, without interest plus (b) 0.2925 of a validly issued, fully paid and non-assessable share of Calix common stock.

Shares of Occam Networks, Inc. (Public, NASDAQ:OCNW) traded the day before the announcement at $5.34 per share and increased in response to the news to $7.28 per share. OCNW shares traded at $6.75 per share as recently as August 04, 2010, at $6.77 on July 29, 2010, above $7 as recently as in February, March, and April 2010. During 2007 OCNW shares traded as high as $17.50 per share, and during 2006 as high as $23.25 per share.

Thus the investigation by a law firm concerns whether the Occam Networks, Inc. Board of Directors breached their fiduciary duties to Occam Networks, Inc. (NASDAQ:OCNW) stockholders by failing to undertake an adequate and fair sales process, adequately shop Occam Networks, Inc. before entering into the transaction, and whether the proposed transaction undervalues Occam Networks, Inc. (NASDAQ:OCNW) shares and by how much this proposed transaction undervalues the Company to the detriment of Occam Networks, Inc. shareholders.