##### Table of Contents



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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-Q



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(Mark One)

|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------

For the three month period ended September 24, 2006

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from  to

Commission file number 001-33069



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OCCAM NETWORKS, INC.

(Exact name of registrant as specified in its charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 77-0442752                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)



|                                             |  |           
|-------------------------------------------- |  | ----------
|77 Robin Hill Road Santa Barbara, California |  | 93117     
|(Address of principal executive office)      |  | (Zip Code)

(805) 692-2900

(Registrants telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)



---

Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (check one).

Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x

As of September 24, 2006, the number of shares outstanding of the registrants common stock was 7,337,279 shares (15,876,874 shares including 8,539,595 of
common stock issuable upon conversion of outstanding Series A-2 preferred stock).



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##### Table of Contents

INDEX



|                             |  |                                                                                       |  |      |  | 
|---------------------------- |  | ------------------------------------------------------------------------------------- |  | ---- |  | 
|                             |  |                                                                                       |  | Page
|Part I Financial Information |  |                                                                                      
|Item 1.                      |  | Financial Statements (unaudited)                                                      |  |     
|                             |  | Consolidated Balance Sheets                                                           |  | 3   
|                             |  | Consolidated Statements of Operations                                                 |  | 4   
|                             |  | Consolidated Statements of Cash Flows                                                 |  | 5   
|                             |  | Consolidated Statements of Redeemable Preferred Stock and Stockholders Deficit       |  | 6   
|                             |  | Notes to Consolidated Financial Statements                                            |  | 7   
|Item 2.                      |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 17  
|Item 3.                      |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 22  
|Item 4.                      |  | Controls and Procedures                                                               |  | 23  
|Part II Other Information    |  | 25                                                                                   
|Item 1.                      |  | Legal Proceedings                                                                     |  | 25  
|Item 1A.                     |  | Risk Factors                                                                          |  | 26  
|Item 2.                      |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 41  
|Item 3.                      |  | Defaults Upon Senior Securities                                                       |  | 41  
|Item 4.                      |  | Submission of Matters to a Vote of Security Holders                                   |  | 41  
|Item 5.                      |  | Other Information                                                                     |  | 43  
|Item 6.                      |  | Exhibits                                                                              |  | 44  
|Signatures                   |  | 45                                                                                   
|                             | 
|Exhibit Index                |  | 46                                                                                   



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##### Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

OCCAM NETWORKS, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data and liquidation preference amounts)



|                                                                                                                                                                                                                                                                                                         |  |             |          |   |           |   |          |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------- | -------- | - | --------- | - | -------- | -
|                                                                                                                                                                                                                                                                                                         |  | 24-Sep-06   |          |   | 25-Dec-05 |  
|                                                                                                                                                                                                                                                                                                         |  | (Unaudited) |          |   |           |  
|ASSETS                                                                                                                                                                                                                                                                                                   |  |             |          |   |           |   |          |  
|Current assets:                                                                                                                                                                                                                                                                                          |  |             |          |   |           |   |          |  
|Cash and cash equivalents                                                                                                                                                                                                                                                                                |  | $           | 5,657    |   |           | $ | 6,571    |  
|Restricted cash                                                                                                                                                                                                                                                                                          |  |             | 4,656    |   |           |   | 3,749    |  
|Accounts receivable, net                                                                                                                                                                                                                                                                                 |  |             | 11,937   |   |           |   | 9,403    |  
|Inventories, net                                                                                                                                                                                                                                                                                         |  |             | 7,002    |   |           |   | 4,448    |  
|Prepaid and other current assets                                                                                                                                                                                                                                                                         |  |             | 1,842    |   |           |   | 1,684    |  
|                                                                                                                                                                                                                                                                                                         |  |             |          |   |           |   |          |  
|Total current assets                                                                                                                                                                                                                                                                                     |  |             | 31,094   |   |           |   | 25,855   |  
|Property and equipment, net                                                                                                                                                                                                                                                                              |  |             | 1,632    |   |           |   | 1,889    |  
|Other assets                                                                                                                                                                                                                                                                                             |  |             | 183      |   |           |   | 203      |  
|                                                                                                                                                                                                                                                                                                         |  |             |          |   |           |   |          |  
|Total assets                                                                                                                                                                                                                                                                                             |  | $           | 32,909   |   |           | $ | 27,947   |  
|                                                                                                                                                                                                                                                                                                         |  |             |          |   |           |   |          |  
|LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS DEFICIT                                                                                                                                                                                                                                        |  |             |          |   |           |   |          |  
|Current liabilities:                                                                                                                                                                                                                                                                                     |  |             |          |   |           |   |          |  
|Accounts payable                                                                                                                                                                                                                                                                                         |  | $           | 6,277    |   |           | $ | 4,100    |  
|Accrued expenses                                                                                                                                                                                                                                                                                         |  |             | 3,934    |   |           |   | 4,859    |  
|Deferred revenues                                                                                                                                                                                                                                                                                        |  |             | 2,839    |   |           |   | 1,600    |  
|Current portion of long-term debt                                                                                                                                                                                                                                                                        |  |             |         |   |           |   | 1,233    |  
|                                                                                                                                                                                                                                                                                                         |  |             |          |   |           |   |          |  
|Total current liabilities                                                                                                                                                                                                                                                                                |  |             | 13,050   |   |           |   | 11,792   |  
|Long-term debt                                                                                                                                                                                                                                                                                           |  |             |         |   |           |   | 1,324    |  
|                                                                                                                                                                                                                                                                                                         |  |             |          |   |           |   |          |  
|Total liabilities                                                                                                                                                                                                                                                                                        |  |             | 13,050   |   |           |   | 13,116   |  
|Commitments and contingencies (note 4)                                                                                                                                                                                                                                                                   |  |             |          |   |           |   |          |  
|Redeemable preferred stock                                                                                                                                                                                                                                                                               |  |             |          |   |           |   |          |  
|Series A-2 convertible preferred stock, $.001 par value, 4,600 shares authorized; 3,757 and 3,560 issued and outstanding at September 24,
2006 and at December 25, 2005, respectively; $113 million and $107 million liquidation preference as of September 24, 2006 and December 25, 2005, respectively |  |             | 36,135   |   |           |   | 34,869   |  
|Series A-2 convertible preferred stock warrant                                                                                                                                                                                                                                                           |  |             |         |   |           |   | 73       |  
|Stockholders deficit:                                                                                                                                                                                                                                                                                   |  |             |          |   |           |   |          |  
|Common stock, $0.001 par value, 950,000 shares authorized; 7,337 and 6,871 shares issued and outstanding at September 24, 2006 and
December 25, 2005, respectively                                                                                                                                       |  |             | 275      |   |           |   | 275      |  
|Additional paid-in capital                                                                                                                                                                                                                                                                               |  |             | 91,166   |   |           |   | 87,903   |  
|Warrants                                                                                                                                                                                                                                                                                                 |  |             | 454      |   |           |   | 559      |  
|Deferred stock compensation                                                                                                                                                                                                                                                                              |  |             |         |   |           |   | (28      | )
|Accumulated deficit                                                                                                                                                                                                                                                                                      |  |             | (108,171 | ) |           |   | (108,820 | )
|                                                                                                                                                                                                                                                                                                         |  |             |          |   |           |   |          |  
|Total stockholders deficit                                                                                                                                                                                                                                                                              |  |             | (16,276  | ) |           |   | (20,111  | )
|                                                                                                                                                                                                                                                                                                         |  |             |          |   |           |   |          |  
|Total liabilities, redeemable preferred stock and stockholders deficit                                                                                                                                                                                                                                  |  | $           | 32,909   |   |           | $ | 27,947   |  
|                                                                                                                                                                                                                                                                                                         |  |             |          |   |           |   |          |  

The accompanying notes are an integral part of these consolidated financial statements.



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##### Table of Contents

OCCAM NETWORKS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)



|                                                                 |  |                    |        |           |                   |        |           |  |   |           |   |  |   |        |  
|---------------------------------------------------------------- |  | ------------------ | ------ | --------- | ----------------- | ------ | --------- |  | - | --------- | - |  | - | ------ | -
|                                                                 |  | Three Months Ended |        |           | Nine Months Ended |       
|                                                                 |  | 24-Sep-06          |        | 25-Sep-05 |                   |        | 24-Sep-06 |  |   | 25-Sep-05 |  
|Sales                                                            |  | $                  | 18,066 |           | $                 | 10,663 |           |  | $ | 48,525    |   |  | $ | 26,324 |  
|Cost of sales                                                    |  |                    | 11,690 |           |                   | 7,709  |           |  |   | 30,068    |   |  |   | 19,597 |  
|                                                                 |  |                    |        |           |                   |        |           |  |   |           |   |  |   |        |  
|Gross margin                                                     |  |                    | 6,376  |           |                   | 2,954  |           |  |   | 18,457    |   |  |   | 6,727  |  
|Operating expenses:                                              |  |                    |        |           |                   |        |           |  |   |           |   |  |   |        |  
|Research and product development                                 |  |                    | 2,269  |           |                   | 1,948  |           |  |   | 7,147     |   |  |   | 5,417  |  
|Sales and marketing                                              |  |                    | 2,834  |           |                   | 2,562  |           |  |   | 7,669     |   |  |   | 6,206  |  
|General and administrative                                       |  |                    | 1,118  |           |                   | 1,365  |           |  |   | 3,032     |   |  |   | 2,770  |  
|                                                                 |  |                    |        |           |                   |        |           |  |   |           |   |  |   |        |  
|Total operating expenses                                         |  |                    | 6,221  |           |                   | 5,875  |           |  |   | 17,848    |   |  |   | 14,393 |  
|                                                                 |  |                    |        |           |                   |        |           |  |   |           |   |  |   |        |  
|Profit (loss) from operations                                    |  |                    | 155    |           |                   | (2,921 | )         |  |   | 609       |   |  |   | (7,666 | )
|Interest income (expense), net                                   |  |                    | 61     |           |                   | (46    | )         |  |   | 66        |   |  |   | (215   | )
|                                                                 |  |                    |        |           |                   |        |           |  |   |           |   |  |   |        |  
|Profit (loss) before provision for income taxes                  |  |                    | 216    |           |                   | (2,967 | )         |  |   | 675       |   |  |   | (7,881 | )
|Provision for income taxes                                       |  |                    | 13     |           |                   |       |           |  |   | 26        |   |  |   |       |  
|                                                                 |  |                    |        |           |                   |        |           |  |   |           |   |  |   |        |  
|Net income (loss)                                                |  |                    | 203    |           |                   | (2,967 | )         |  |   | 649       |   |  |   | (7,881 | )
|Beneficial conversion feature                                    |  |                    |       |           |                   |       |           |  |   | (3,437    | ) |  |   | (1,822 | )
|                                                                 |  |                    |        |           |                   |        |           |  |   |           |   |  |   |        |  
|Net income (loss) attributable to common stockholders            |  | $                  | 203    |           |                   | (2,967 | )         |  | $ | (2,788    | ) |  |   | (9,703 | )
|                                                                 |  |                    |        |           |                   |        |           |  |   |           |   |  |   |        |  
|Net income (loss) per share attributable to common stockholders: |  |                    |        |           |                   |        |           |  |   |           |   |  |   |        |  
|Basic                                                            |  | $                  | 0.03   |           | $                 | (0.44  | )         |  | $ | (0.39     | ) |  | $ | (1.44  | )
|Diluted                                                          |  | $                  | 0.01   |           | $                 | (0.44  | )         |  | $ | (0.39     | ) |  | $ | (1.44  | )
|                                                                 |  |                    |        |          
|Weighted average shares attributable to common stockholders:     |  |                    |        |           |                   |        |           |  |   |           |   |  |   |        |  
|Basic                                                            |  |                    | 7,279  |           |                   | 6,769  |           |  |   | 7,104     |   |  |   | 6,741  |  
|Diluted                                                          |  |                    | 16,909 |           |                   | 6,769  |           |  |   | 7,104     |   |  |   | 6,741  |  
|                                                                 |  |                    |        |          
|Stock-based compensation included in:                            |  |                    |        |           |                   |        |           |  |   |           |   |  |   |        |  
|Cost of sales                                                    |  | $                  | 65     |           | $                 |       |           |  | $ | 183       |   |  | $ |       |  
|Research and product development                                 |  |                    | 198    |           |                   | 137    |           |  |   | 522       |   |  |   | 419    |  
|Sales and marketing                                              |  |                    | 159    |           |                   | 20     |           |  |   | 316       |   |  |   | 62     |  
|General and administrative                                       |  |                    | 118    |           |                   | 2      |           |  |   | 243       |   |  |   | 5      |  
|                                                                 |  |                    |        |           |                   |        |           |  |   |           |   |  |   |        |  
|Total stock-based compensation                                   |  | $                  | 540    |           | $                 | 159    |           |  | $ | 1,264     |   |  | $ | 486    |  
|                                                                 |  |                    |        |           |                   |        |           |  |   |           |   |  |   |        |  

The accompanying notes are an integral part of these consolidated financial statements.



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##### Table of Contents

OCCAM NETWORKS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



|                                                                                                   |  |                   |        |   |           |   |        |  
|-------------------------------------------------------------------------------------------------- |  | ----------------- | ------ | - | --------- | - | ------ | -
|                                                                                                   |  | Nine Months Ended |       
|                                                                                                   |  | 24-Sep-06         |        |   | 25-Sep-05 |  
|Operating activities                                                                               |  |                   |        |   |           |   |        |  
|Net income (loss)                                                                                  |  | $                 | 649    |   |           | $ | (7,881 | )
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |  |                   |        |   |           |   |        |  
|Depreciation and amortization                                                                      |  |                   | 1,065  |   |           |   | 759    |  
|Stock-based compensation expense                                                                   |  |                   | 1,264  |   |           |   | 608    |  
|Writeoff of note receivable                                                                        |  |                   |       |   |           |   | 399    |  
|Changes in operating assets and liabilities:                                                       |  |                   |        |   |           |   |        |  
|Accounts receivable                                                                                |  |                   | (2,534 | ) |           |   | (1,785 | )
|Inventories                                                                                        |  |                   | (2,554 | ) |           |   | 3,737  |  
|Prepaid expenses and other current assets                                                          |  |                   | (244   | ) |           |   | (544   | )
|Accounts payable and accrued expenses                                                              |  |                   | 1,252  |   |           |   | (3,171 | )
|Deferred revenues                                                                                  |  |                   | 1,239  |   |           |   |       |  
|                                                                                                   |  |                   |        |   |           |   |        |  
|Net cash provided by (used in) operating activities                                                |  |                   | 137    |   |           |   | (7,878 | )
|                                                                                                   |  |                  
|Investing activities                                                                               |  |                   |        |   |           |   |        |  
|Purchases of property and equipment                                                                |  |                   | (730   | ) |           |   | (906   | )
|Restricted cash                                                                                    |  |                   | (907   | ) |           |   | (908   | )
|Other assets                                                                                       |  |                   |       |   |           |   | 3      |  
|                                                                                                   |  |                   |        |   |           |   |        |  
|Net cash used in investing activities                                                              |  |                   | (1,637 | ) |           |   | (1,811 | )
|                                                                                                   |  |                  
|Financing activities                                                                               |  |                   |        |   |           |   |        |  
|Payments of capital lease obligations and long-term debt                                           |  |                   | (2,557 | ) |           |   | (477   | )
|Proceeds from issuance of series A-2 preferred stock and warrants, net of issuance costs           |  |                   | 2,723  |   |           |   | 12,826 |  
|Proceeds from the exercise of stock options                                                        |  |                   | 420    |   |           |   | 339    |  
|                                                                                                   |  |                   |        |   |           |   |        |  
|Net cash provided by financing activities                                                          |  |                   | 586    |   |           |   | 12,688 |  
|                                                                                                   |  |                  
|Net increase (decrease) in cash and cash equivalents                                               |  |                   | (914   | ) |           |   | 2,999  |  
|Cash and cash equivalents, beginning of period                                                     |  |                   | 6,571  |   |           |   | 4,432  |  
|                                                                                                   |  |                   |        |   |           |   |        |  
|Cash and cash equivalents, end of period                                                           |  | $                 | 5,657  |   |           | $ | 7,431  |  
|                                                                                                   |  |                   |        |   |           |   |        |  
|Supplemental disclosure of cash flow information:                                                  |  |                   |        |   |           |   |        |  
|Interest paid                                                                                      |  | $                 | 66     |   |           | $ | 313    |  
|Conversion of note payable and accrued interest to Series A-2 preferred stock                      |  | $                 |       |   |           | $ | 535    |  

The accompanying notes are an integral part of these consolidated financial statements.



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##### Table of Contents

OCCAM NETWORKS, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED STOCK AND
STOCKHOLDERS DEFICIT

(In thousands)

(Unaudited)

For the Nine Months Ended September 24, 2006



|                                                                         |  |                           |   |  |                                  |        |   |  |   |              |   |        |  |          |       |  |              |                   |  |   |                    |   |  |       |     |   |  |   |        |   |  |   |          |   |  |   |         |  
|------------------------------------------------------------------------ |  | ------------------------- | - |  | -------------------------------- | ------ | - |  | - | ------------ | - | ------ |  | -------- | ----- |  | ------------ | ----------------- |  | - | ------------------ | - |  | ----- | --- | - |  | - | ------ | - |  | - | -------- | - |  | - | ------- | -
|                                                                         |  | Series A-2Preferred Stock |   |  | Series A-2PreferredStockWarrants |        |   |  |   | Common Stock |   |        |  |          |       |  |              | AdditionalCapital |  |   | AccumulatedDeficit |   |  | Total |    
|                                                                         |  | Shares                    |   |  | Amount                           |        |   |  |   | Shares       |   | Amount |  | Warrants |       |  | Compensation |                   |  |   |                   
|Balance at December 25, 2005                                             |  | 3,560                     |   |  | $                                | 34,869 |   |  | $ | 73           |   |        |  |          | 6,871 |  | $            | 275               |  | $ | 559                |   |  | $     | (28 | ) |  | $ | 87,903 |   |  | $ | (108,820 | ) |  | $ | (20,111 | )
|Issuance of Series A-2 redeemable preferred stock, net of issuance costs |  | 344                       |   |  |                                  | 2,723  |   |  |   |             |   |        |  |          |      |  |              |                  |  |   |                   |   |  |       |    |   |  |   |       |   |  |   |         |   |  |   |        |  
|Conversion of Series A-2 redeemable preferred stock to common stock      |  | (147                      | ) |  |                                  | (1,457 | ) |  |   |             |   |        |  |          | 331   |  |              |                  |  |   |                   |   |  |       |    |   |  |   | 1,457  |   |  |   |         |   |  |   | 1,457   |  
|Net conversion of preferred stock warrants to common stock               |  |                          |   |  |                                  |       |   |  |   | (73          | ) |        |  |          | 27    |  |              |                  |  |   |                   |   |  |       |    |   |  |   | 73     |   |  |   |         |   |  |   | 73      |  
|Amortization of stock-based compensation                                 |  |                          |   |  |                                  |       |   |  |   |             |   |        |  |          |      |  |              |                  |  |   |                   |   |  |       | 28  |   |  |   | (28    | ) |  |   |         |   |  |   |        |  
|                                                                         |  |                           |   |  |                                  |        |   |  |   |              |  
|Exercise of common stock warrants                                        |  |                          |   |  |                                  |       |   |  |   |             |   |        |  |          | 35    |  |              |                  |  |   | (105               | ) |  |       |    |   |  |   | 105    |   |  |   |         |   |  |   |        |  
|                                                                         |  |                           |   |  |                                  |        |   |  |   |              |  
|Stock-based compensation (FAS 123R)                                      |  |                          |   |  |                                  |       |   |  |   |             |   |        |  |          |      |  |              |                  |  |   |                   |   |  |       |    |   |  |   | 1,236  |   |  |   |         |   |  |   | 1,236   |  
|                                                                         |  |                           |   |  |                                  |        |   |  |   |              |  
|Exercise of stock options                                                |  |                          |   |  |                                  |       |   |  |   |             |   |        |  |          | 73    |  |              |                  |  |   |                   |   |  |       |    |   |  |   | 420    |   |  |   |         |   |  |   | 420     |  
|                                                                         |  |                           |   |  |                                  |        |   |  |   |              |  
|Record beneficial conversion feature                                     |  |                          |   |  |                                  | (3,437 | ) |  |   |             |   |        |  |          |      |  |              |                  |  |   |                   |   |  |       |    |   |  |   | 3,437  |   |  |   |         |   |  |   | 3,437   |  
|Amortization of beneficial conversion feature                            |  |                          |   |  |                                  | 3,437  |   |  |   |             |   |        |  |          |      |  |              |                  |  |   |                   |   |  |       |    |   |  |   | (3,437 | ) |  |   |         |   |  |   | (3,437  | )
|                                                                         |  |                           |   |  |                                  |        |   |  |   |              |  
|Net income                                                               |  |                          |   |  |                                  |       |   |  |   |             |   |        |  |          |      |  |              |                  |  |   |                   |   |  |       |    |   |  |   |       |   |  |   | 649      |   |  |   | 649     |  
|                                                                         |  |                           |   |  |                                  |        |   |  |   |              |   |        |  |          |       |  |              |                   |  |   |                    |   |  |       |     |   |  |   |        |   |  |   |          |   |  |   |         |  
|Balance at September 24, 2006                                            |  | 3,757                     |   |  | $                                | 36,135 |   |  | $ |             |   |        |  |          | 7,337 |  | $            | 275               |  | $ | 454                |   |  | $     |    |   |  | $ | 91,166 |   |  | $ | (108,171 | ) |  | $ | (16,276 | )
|                                                                         |  |                           |   |  |                                  |        |   |  |   |              |   |        |  |          |       |  |              |                   |  |   |                    |   |  |       |     |   |  |   |        |   |  |   |          |   |  |   |         |  

The accompanying notes are an integral part of these consolidated financial statements.



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##### Table of Contents

OCCAM NETWORKS, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(All interim information relating to the three and nine months periods ended

September 24, 2006 and September 25, 2005 is unaudited)

1. BUSINESS AND BASIS OF
PRESENTATION

Occam Networks, Inc. (Occam or the Company) develops, markets and supports innovative broadband
access products designed to enable telecom service providers to offer bundled voice, video and data, or Triple Play, services over both copper and fiber optic networks. The Companys Broadband Loop Carrier (BLC) is an integrated hardware and
software platform that uses Internet Protocol (IP) and Ethernet technologies to increase the capacity of local access networks, enabling the delivery of advanced Triple Play services.

The Company is the successor corporation of the May 2002 merger of Occam Networks, Inc., a private California corporation, with Accelerated Networks,
Inc., a publicly-traded Delaware corporation. Occam Networks was incorporated in California in July 1999. Accelerated was incorporated in California in October 1996 under the name Accelerated Networks, Inc., and was reincorporated in
Delaware in June 2000. The May 2002 merger of these two entities was structured as a reverse merger transaction in which Accelerated Networks succeeded to the business and assets of Occam Networks. In connection with the merger, Accelerated changed
its name to Occam Networks, Inc., a Delaware corporation. Unless the context otherwise requires, references to Occam Networks, Occam or the Company refer to Occam Networks, Inc. as a Delaware corporation and
include the predecessor businesses of Occam, the California corporation, and Accelerated Networks. As required by applicable accounting rules, financial statements, data, and information for periods prior to May 2002 are those of Occam, the
California corporation. Occam, the California corporation, as a predecessor business or corporation, is sometimes referred to as Occam CA.

Basis of Presentation

The accompanying consolidated financial statements are unaudited. The consolidated balance sheet at
December 25, 2005 is derived from Occams audited consolidated financial statements included in its Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2006, as amended on May 19, 2006 and
September 18, 2006. This financial information reflects all material adjustments, which are, in the opinion of the Company, of a normal and recurring nature and necessary to present fairly the consolidated statements of financial position,
results of operations and cash flows for the dates and periods presented.

The consolidated financial statements include managements
estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ
from those estimates, and material effects on consolidated operating results and consolidated financial position may result.

These
consolidated financial statements have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the
consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K, as amended, for the year ended December 25, 2005.

Occam manages its activities based on 13-week accounting quarters, with the end of each quarter falling on the last Sunday of each calendar quarter. As a result, Occams accounting quarters do not necessarily
coincide with the last day of the calendar month. The quarter-end dates for fiscal 2006 are



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March 26, June 25, September 24, and December 31. Historically, Occam has presented its
consolidated financial statements on a calendar month-end basis and provided additional disclosure identifying the actual period-end for accounting purposes. Occams financial statement presentation in this report is based on the actual
accounting period. Accordingly, Occams consolidated balance sheet and its consolidated statements of operations and cash flows for the third quarter of fiscal 2006 are presented herein as of and for the quarter and year to date ended
September 24, 2006.

On February 23, 2006, Occam announced a 1-for-40 reverse stock split which was previously authorized at its
annual meeting of stockholders held on June 21, 2005. The record date for the reverse split was March 10, 2006 and Occam began trading on the NASD Electronic Bulletin Board (OTCBB) on a split-adjusted basis on Monday, March 13, 2006
under the new symbol OCNW.OB. As a result of the reverse split, the conversion ratio of Series A-2 preferred stock was proportionately adjusted, decreasing the number of shares of common stock issuable upon conversion of each share of
Series A-2 preferred stock from approximately 90.91 shares of common stock to approximately 2.27 shares of common stock. The share information in the accompanying consolidated financial statements has been retroactively restated to give effect to
the reverse stock split.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the consolidated
financial statements and the accompanying notes. Actual results could differ from those estimates and such differences may be material to the consolidated financial statements.

Revenue Recognition

We recognize sales revenue when persuasive evidence of sales arrangements exist,
delivery has occurred or services have been rendered, the buyers price is fixed or determinable and collection is reasonably assured. We allow credit for products returned within our policy terms.

In addition to the aforementioned general policy, we enter into transactions that represent multiple-element arrangements, which may include training and
post-sales technical support and maintenance to our customers as needed to assist them in installation or use of our products, and make provisions for these costs in the periods of sale. Multiple-element arrangements are assessed to determine
whether they can be separated into more than one unit of accounting. A multiple-element arrangement is separated into more than one unit of accounting if all of the following criteria are met.



| |  |  | The delivered item(s) has value to the customer on a stand-alone basis.
| | - |  | -----------------------------------------------------------------------



| |  |  | There is objective and reliable evidence of the fair value of the undelivered item(s).
| | - |  | --------------------------------------------------------------------------------------



| |  |  | If the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probably and substantially
in our control.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

If these criteria are not met, then sales are deferred until such criteria are met or until the period(s)
over which the last undelivered element is delivered. If there is objective and reliable evidence of fair value for all units of accounting in an arrangement, the arrangement consideration is allocated to the separate units of accounting based on
each units relative fair value.

In certain circumstances, we enter into arrangements with customers who receive financing support in
the form of long-term low interest rate loans from the United States Department of Agricultures Rural Utilities Service, or RUS. The terms of the RUS contracts provide that in certain instances transfer of title of our products does not occur
until customer acceptance. In these cases, we do not recognize revenue until payment has been received, assuming the remaining revenue recognition criteria are met.



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We further warrant our products for periods up to five years and record an estimated warranty accrual
when sales revenue is recognized.

2. INVENTORIES

Inventories consist of the following (in thousands):



|                |  |           |       |           |   |      
|--------------- |  | --------- | ----- | --------- | - | -----
|                |  | 24-Sep-06 |       | 25-Dec-05
|Raw materials   |  | $         | 8     |           | $ | 85   
|Work-in-process |  |           | 52    |           |   | 30   
|Finished goods  |  |           | 6,942 |           |   | 4,333
|                |  |           |       |           |   |      
|                |  | $         | 7,002 |           | $ | 4,448
|                |  |           |       |           |   |      

3. NET INCOME (LOSS) PER SHARE

The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except per share data):



|                                                                                                    |  |                    |        |           |                   |        |           |  |   |           |   |  |   |        |  
|--------------------------------------------------------------------------------------------------- |  | ------------------ | ------ | --------- | ----------------- | ------ | --------- |  | - | --------- | - |  | - | ------ | -
|                                                                                                    |  | Three Months Ended |        |           | Nine Months Ended |       
|                                                                                                    |  | 24-Sep-06          |        | 25-Sep-05 |                   |        | 24-Sep-06 |  |   | 25-Sep-05 |  
|Net income (loss) attributable to common stockholders                                               |  | $                  | 203    |           | $                 | (2,967 | )         |  | $ | (2,788    | ) |  | $ | (9,703 | )
|                                                                                                    |  |                    |        |          
|Shares used in computation:                                                                         |  |                    |        |           |                   |        |           |  |   |           |   |  |   |        |  
|Weighted average common shares outstanding used in computation of basic net income (loss) per share |  |                    | 7,279  |           |                   | 6,769  |           |  |   | 7,104     |   |  |   | 6,741  |  
|Dilutive effect of conversion of Series A-2 Preferred Shares                                        |  |                    | 8,590  |           |                   |       |           |  |   |          |   |  |   |       |  
|Dilutive effect of stock options                                                                    |  |                    | 1,027  |           |                   |       |           |  |   |          |   |  |   |       |  
|Dilutive effect of common stock warrants                                                            |  |                    | 13     |           |                   |       |           |  |   |          |   |  |   |       |  
|                                                                                                    |  |                    |        |           |                   |        |           |  |   |           |   |  |   |        |  
|Shares used in computation of diluted net income (loss) per share                                   |  |                    | 16,909 |           |                   | 6,769  |           |  |   | 7,104     |   |  |   | 6,741  |  
|Basic net income (loss) per share                                                                   |  | $                  | 0.03   |           | $                 | (0.44  | )         |  | $ | (0.39     | ) |  | $ | (1.44  | )
|Diluted net income (loss) per share                                                                 |  | $                  | 0.01   |           | $                 | (0.44  | )         |  | $ | (0.39     | ) |  | $ | (1.44  | )



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The following table presents common stock equivalents (potential common stock) that are not included in
the diluted net loss per share calculation above because their effect would be antidilutive for the periods indicated (shares in thousands):



|                                                                     |  |                    |  |                   |  |           |  |          
|-------------------------------------------------------------------- |  | ------------------ |  | ----------------- |  | --------- |  | ---------
|                                                                     |  | Three Months Ended |  | Nine Months Ended
|                                                                     |  | 24-Sep-06          |  | 25-Sep-05         |  | 24-Sep-06 |  | 25-Sep-05
|Unvested shares of common stock subject to repurchase                |  |                   |  |                  |  |          |  |         
|Common stock equivalents of convertible preferred stock and warrants |  |                   |  | 8,125             |  | 8,590     |  | 8,125    
|Stock options                                                        |  |                   |  | 1,795             |  | 1,027     |  | 1,795    
|Common stock warrants                                                |  |                   |  | 85                |  | 13        |  | 85       
|                                                                     |  |                    |  |                   |  |           |  |          
|Common stock equivalents                                             |  |                   |  | 10,005            |  | 9,630     |  | 10,005   
|                                                                     |  |                    |  |                   |  |           |  |          

4. COMMITMENTS AND CONTINGENCIES

Occam leases its office facilities and certain equipment under non-cancelable lease agreements, which expire at various dates through 2009. Certain
operating leases contain escalation clauses with annual base rent adjustments of 3% or a cost of living adjustment.

Approximate minimum
commitments under non-cancelable operating leases are as follows (in thousands):



|                             |  |   |    
|---------------------------- |  | - | ---
|Twelve Months Ending        
|September 30, 2007           |  | $ | 140
|September 28, 2008           |  |   | 108
|September 27, 2009           |  |   | 13 
|                             |  |   |    
|Total minimum lease payments |  | $ | 261
|                             |  |   |    

The operating lease for Occams Santa Barbara corporate headquarters will expire in the
fourth quarter of 2006. Management expects to enter into a new, multi-year operating lease for a new facility. The Company also expects to incur significant expenses related to preparing and moving into a new facility. Failure to secure a new
facility in a timely fashion would have a significant, adverse impact on Occams operations.

Indemnifications and Guarantees

Occam enters into indemnification provisions under its agreements with other companies in the ordinary course of business, typically with its contractors,
customers and landlords. Under these provisions, Occam generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of Occams activities or, in some cases, as a result of
the indemnified partys activities under the agreement. These indemnification provisions generally survive termination of the underlying agreement. In addition, Occam has entered into indemnification agreements with its officers and directors
that indemnify such persons for certain liabilities they may incur in connection with their services as an officer or director, and Occam has agreed to indemnify certain investors for liabilities they may incur in connection with the exercise of
registration rights. The maximum potential amount of future payments Occam could be required to make under these indemnification provisions is generally unlimited. Occam has not incurred material costs to defend lawsuits or settle claims related to
these indemnification agreements. As a result, Occam believes the estimated fair value of these agreements is minimal. Accordingly, Occam has no liabilities recorded for these agreements as of September 24, 2006 and December 25, 2005.

Purchase Orders

Under the terms of
Occams contract manufacturer agreements, Occam is required to place orders with its contract manufacturers to meet the estimated sales demand. The contract manufacturer agreements include certain lead-time and cancellation provisions. At
September 24, 2006, open purchase orders with contract manufacturers were $5.1 million.



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Warranties

Occam provides standard warranties with the sale of products generally for up to five years from date of shipment. The estimated cost of providing the product warranty is recorded at the time revenue is recognized. Occam maintains product
quality programs and processes including actively monitoring and evaluating the quality of its suppliers. Occam quantifies and records an estimate for warranty related costs based on Occams actual history, projected return and failure rates
and current repair costs. The following table summarizes changes in Occams accrued warranty liability that is included in accrued liabilities (in thousands):



|                                          |  |                    |       |   |                   |   |      |           |  |   |           |   |  |   |      |  
|----------------------------------------- |  | ------------------ | ----- | - | ----------------- | - | ---- | --------- |  | - | --------- | - |  | - | ---- | -
|                                          |  | Three Months Ended |       |   | Nine Months Ended |  
|                                          |  | 24-Sep-06          |       |   | 25-Sep-05         |   |      | 24-Sep-06 |  |   | 25-Sep-05 |  
|Balance at beginning of period            |  | $                  | 1,412 |   |                   | $ | 976  |           |  | $ | 1,093     |   |  | $ | 675  |  
|Warranty provision expensed during period |  |                    | 460   |   |                   |   | 358  |           |  |   | 1,488     |   |  |   | 715  |  
|Warranty utilization                      |  |                    | (233  | ) |                   |   | (342 | )         |  |   | (942      | ) |  |   | (398 | )
|                                          |  |                    |       |   |                   |   |      |           |  |   |           |   |  |   |      |  
|Balance at end of period                  |  | $                  | 1,639 |   |                   | $ | 992  |           |  | $ | 1,639     |   |  | $ | 992  |  
|                                          |  |                    |       |   |                   |   |      |           |  |   |           |   |  |   |      |  

Litigation

IPO Allocation Cases

In June 2001, three putative stockholder class action lawsuits were filed against
Accelerated Networks, certain of its then officers and directors and several investment banks that were underwriters of Accelerated Networks initial public offering. The cases, which have since been consolidated, were filed in the United
States District Court for the Southern District of New York. The Court appointed a lead plaintiff on April 16, 2002, and plaintiffs filed a Consolidated Amended Class Action Complaint (the Complaint) on April 19, 2002. The
Complaint was filed on behalf of investors who purchased Accelerated Networks stock between June 22, 2000 and December 6, 2000 and alleged violations of Sections 11 and 15 of the 1933 Act and Sections 10(b) and 20(a) and Rule 10b-5
of the 1934 Act against one or both of Accelerated Networks and the individual defendants. The claims were based on allegations that the underwriter defendants agreed to allocate stock in Accelerated Networks initial public offering to certain
investors in exchange for excessive and undisclosed commissions and agreements by those investors to make additional purchases in the aftermarket at pre-determined prices. The plaintiffs alleged that the prospectus for Accelerated Networks
initial public offering was false and misleading in violation of the securities laws because it did not disclose these arrangements. These lawsuits are part of the massive IPO allocation litigation involving the conduct of underwriters
in allocating shares of successful initial public offerings. Occam believes that over three hundred other companies have been named in more than one thousand similar lawsuits that have been filed by some of the same plaintiffs law firms. In
October 2002, the plaintiffs voluntarily dismissed the individual defendants without prejudice. On February 19, 2003 a motion to dismiss filed by the issuer defendants was heard and the court dismissed the 10(b), 20(a) and Rule 10b-5 claims
against Occam. On July 31, 2003, Occam agreed, together with over three hundred other companies similarly situated, to settle with the plaintiffs. A Memorandum of Understanding (MOU), along with a separate agreement and a
performance bond of $1 billion issued by the insurers for these companies is a guarantee, allocated pro rata amongst all issuer companies, to the plaintiffs as part of an overall recovery against all defendants including the underwriter defendants
who are not a signatory to the MOU. Any recovery by the plaintiffs against the underwriter defendants reduces the amount to be paid by the issuer companies. On April 24, 2006, the court heard oral and written arguments concerning final approval
of the settlement from all parties including the underwriter defendants. No decision has been issued to date. Occam cannot predict whether such approval will be obtained. The Company has not recorded any accrual related to this proposed settlement
because it expects any settlement amounts for which it is responsible to be covered by its insurance policies.



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From time to time, Occam is subject to threats of litigation or actual litigation in the ordinary course
of business, some of which may be material. Occam believes that there are no currently pending matters that, if determined adversely to Occam, would have a material effect on its business or that would not be covered by existing liability insurance
maintained by the Company.

5. STOCK OPTIONS

Stock
Option Plans

In April 1997, Accelerated Networks adopted the 1997 Stock Option/Stock Issuance Plan (1997 Plan), which was
replaced by the 2000 Stock Incentive Plan (2000 Plan). The 2000 Plan provides for the issuance of non-qualified or incentive stock options to employees, non-employee members of the board and consultants. The exercise price per share is
not to be less than 85% of the fair market value per share of the Companys common stock on the date of grant. Incentive stock options may be granted at no less than 100% of the fair market value of the Companys common stock on the date
of grant (110% if granted to an employee who owns 10% or more of the common stock). The Board of Directors has the discretion to determine the vesting schedule. Options may be either immediately exercisable or in installments, but generally vest
over a four-year period from the date of grant. In the event the holder ceases to be employed by the Company, all unvested options terminate and all vested installment options may be exercised within an installment period following termination. In
general, options expire ten years from the date of grant and any unvested shares acquired related to the immediately exercisable options are subject to repurchase by the Company at the original exercise price. At September 24, 2006 and
December 25, 2005, no unvested shares of common stock issued and outstanding under the 2000 Plan were subject to repurchase by the Company.

The 2000 Plan also provides for shares of common stock to be issued directly through either the immediate purchase of shares or as a bonus for services rendered. The purchase price per share is not to be less than 85% of the fair market
value per share of the Companys common stock on the date of grant. The purchase price, if granted to an employee who owns 10% or more of the common stock, must be granted at no less than 110% of the fair market value of the Companys
common stock on the date of grant. Vesting terms are at the discretion of the Plan Administrators and determined at the date of issuance. In the event the holder ceases to be employed by the Company, any unvested shares are subject to repurchase by
the Company at the original purchase price. To date, no such shares of common stock have been issued under the 2000 Plan.

During 2000,
Occam CA adopted the 1999 Plan. The 1999 Plan provides for the grant of incentive or nonqualified stock options to officers, employees, directors, and independent contractors or agents of Occam CA. The exercise price of options for both the
incentive and nonqualified stock options may not be less than the deemed fair value of the shares on the date of grant. The Board of Directors is authorized to administer the 1999 Plan and establish the stock option terms, including the grant price
and vesting period. Options granted to employees are generally exercisable upon grant; subject to an ongoing repurchase right of the Company matching the vesting period. The options expire ten years after the date of grant and the Company holds a
right of first refusal in connection with any transfer of vested optioned shares. As of September 24, 2006 and December 25, 2005, no shares were subject to repurchase. Pursuant to the terms of the merger agreement between Occam CA and
Accelerated Networks, Inc., no further stock option grants were permitted from the 1999 Plan subsequent to the May 14, 2002 merger date.

Occams
board of directors adopted the 2006 Equity Incentive Plan, or 2006 Plan, in May 2006, and the Companys stockholders approved the plan at the annual stockholders meeting held on August 14, 2006. The 2006 Plan provides for the grant of
incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, to its employees and any parent and subsidiary corporations employees, and for the grant of nonstatutory stock options,
restricted stock units, stock appreciation rights, performance units and performance shares to its employees, directors and consultants and its parent and subsidiary corporations employees and consultants. As of September 24, 2006, the
2006 Plan had not yet been qualified under applicable securities laws and was not yet effective.



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Occam has reserved 1,700,000 shares of its common stock for issuance pursuant to the 2006 Plan, plus any
shares that, as of the date of effectiveness of the 2006 Plan, have been reserved but not issued under the 2000 Plan. In addition, the 2006 Plan provides for annual increases in the number of shares available for issuance thereunder on the first day
of each fiscal year, beginning with fiscal 2007, equal to the lesser of:



| |  |  | 3.0% of the outstanding shares of Occams common stock on the first day of the fiscal year;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | 750,000 shares; or
| | - |  | ------------------



| |  |  | such other amounts as Occams board of directors or a committee thereof may determine.
| | - |  | --------------------------------------------------------------------------------------

As of September 24, 2006 there were 2.8 million shares authorized under the Companys stock option plans of which there were 678,000
shares available for future grants.

A summary of the Companys stock option activity is as follows (shares and intrinsic value in
thousands):



|                                   |  |        |   |  |                                |        |   |                                           |      |                          |   |       
|---------------------------------- |  | ------ | - |  | ------------------------------ | ------ | - | ----------------------------------------- | ---- | ------------------------ | - | ------
|Options                            |  | Shares |   |  | Weighted-AverageExercise Price |        |   | Weighted-AverageRemainingContractual Term |      | AggregateIntrinsic Value
|Outstanding at December 25, 2005   |  | 1,770  |   |  | $                              | 9.59   |   |                                           |      |                          |   |       
|Granted                            |  | 567    |   |  |                                | 19.43  |   |                                           |      |                          |   |       
|Exercised                          |  | (73    | ) |  |                                | (4.99  | ) |                                           |      |                          |   |       
|Forfeited or expired               |  | (189   | ) |  |                                | (48.20 | ) |                                           |      |                          |   |       
|Outstanding at September 24, 2006  |  | 2,075  |   |  |                                | 9.31   |   |                                           | 8.06 |                          | $ | 17,615
|                                   |  |        |   |  |                                |        |   |                                           |      |                          |   |       
|Exerciseable at September 24, 2006 |  | 877    |   |  | $                              | 5.35   |   |                                           | 6.97 |                          | $ | 10,594
|                                   |  |        |   |  |                                |        |   |                                           |      |                          |   |       

Stock-Based Compensation

Effective beginning the first fiscal quarter of 2006, the Company adopted SFAS No. 123(R) using the modified prospective method. Under this method, compensation costs for all awards granted after the date of
adoption and the unvested portion of previously granted awards outstanding at the date of adoption are measured at estimated fair value and included in operating expenses over the vesting period during which an employee provides service in exchange
for the award. Accordingly, prior period amounts presented herein have not been restated to reflect the adoption of SFAS No. 123(R).



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The following table summarizes the impact of the adoption of SFAS 123(R) on stock-based compensation
costs for employees on our Consolidated Statements of Operations for the three and nine months ended September 24, 2006 and September 25, 2005 (in thousands):



|                                                                 |  |                    |     |                   |   |           |  |           |       |  |   |  
|---------------------------------------------------------------- |  | ------------------ | --- | ----------------- | - | --------- |  | --------- | ----- |  | - | -
|                                                                 |  | Three Months Ended |     | Nine Months Ended
|                                                                 |  | 24-Sep-06          |     | 25-Sep-05         |   | 24-Sep-06 |  | 25-Sep-05
|SFAS 123(R) stock-based compensation in:                         |  |                    |     |                   |   |           |  |           |       |  |   |  
|Cost of sales                                                    |  | $                  | 65  |                   | $ |          |  | $         | 183   |  | $ | 
|Research and product development expense                         |  |                    | 198 |                   |   |          |  |           | 522   |  |   | 
|Sales and marketing expense                                      |  |                    | 159 |                   |   |          |  |           | 316   |  |   | 
|General and administrative expense                               |  |                    | 118 |                   |   |          |  |           | 243   |  |   | 
|                                                                 |  |                    |     |                   |   |           |  |           |       |  |   |  
|Total SFAS 123(R) stock-based compensation in operating expenses |  |                    | 475 |                   |   |          |  |           | 1,081 |  |   | 
|                                                                 |  |                    |     |                   |   |           |  |           |       |  |   |  
|Total SFAS 123(R) stock-based compensation                       |  | $                  | 540 |                   | $ |          |  | $         | 1,264 |  | $ | 
|                                                                 |  |                    |     |                   |   |           |  |           |       |  |   |  

Prior to December 25, 2005, the Company accounted for stock-based compensation plans in
accordance with the provisions of APB Opinion No. 25, as permitted by SFAS No. 123, and accordingly did not recognize compensation expense for the issuance of options with an exercise price equal to or greater than the market price at the
date of grant. Had the Company applied the fair-value based method as prescribed by SFAS No. 123, the effect on net income (loss) and income (loss) per share attributable to common stockholders for the three and nine months ended
September 24, 2006 and September 25, 2005 would have been as follows (in thousands, except per share data):



|                                                                                                                                  |  |                    |      |   |                   |   |        |           |  |   |           |   |  |   |         |  
|--------------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ---- | - | ----------------- | - | ------ | --------- |  | - | --------- | - |  | - | ------- | -
|                                                                                                                                  |  | Three Months Ended |      |   | Nine Months Ended |  
|                                                                                                                                  |  | 24-Sep-06          |      |   | 25-Sep-05         |   |        | 24-Sep-06 |  |   | 25-Sep-05 |  
|Net income (loss) attributable to common stockholders, as reported                                                                |  | $                  | 203  |   |                   | $ | (2,967 | )         |  | $ | (2,788    | ) |  | $ | (9,703  | )
|Add: Employee compensation expense for share options included in reported net income (loss), net of provision for income taxes    |  |                    | 540  |   |                   |   | 159    |           |  |   | 1,264     |   |  |   | 486     |  
|Less: Total employee compensation expense for share options determined under fair-value method, net of provision for income
taxes |  |                    | (540 | ) |                   |   | (445   | )         |  |   | (1,264    | ) |  |   | (1,237  | )
|                                                                                                                                  |  |                    |      |   |                   |   |        |           |  |   |           |   |  |   |         |  
|Net income (loss) attributable to common stockholders, pro forma                                                                  |  | $                  | 203  |   |                   | $ | (3,253 | )         |  | $ | (2,788    | ) |  | $ | (10,454 | )
|                                                                                                                                  |  |                    |      |   |                   |   |        |           |  |   |           |   |  |   |         |  
|Income (loss) per share attributable to common stockholders:                                                                      |  |                    |      |   |                   |   |        |           |  |   |           |   |  |   |         |  
|                                                                                                                                  |  |                    |      |  
|Basic income (loss) per share, as reported                                                                                        |  | $                  | 0.03 |   |                   | $ | (0.44  | )         |  | $ | (0.39     | ) |  | $ | (1.44   | )
|                                                                                                                                  |  |                    |      |  
|Basic income (loss) per share, pro forma                                                                                          |  | $                  | 0.03 |   |                   | $ | (0.48  | )         |  | $ | (0.39     | ) |  | $ | (1.55   | )
|                                                                                                                                  |  |                    |      |  
|Diluted income (loss) per share, as reported                                                                                      |  | $                  | 0.01 |   |                   | $ | (0.44  | )         |  | $ | (0.39     | ) |  | $ | (1.44   | )
|                                                                                                                                  |  |                    |      |  
|Diluted income (loss) per share, pro forma                                                                                        |  | $                  | 0.01 |   |                   | $ | (0.48  | )         |  | $ | (0.39     | ) |  | $ | (1.55   | )

As of September 24, 2006, total unamortized stock-based compensation cost related to
non-vested stock options was $4.7 million, which is expected to be recognized over the remaining vesting period of each grant, up to the next 48 months.

Upon adoption of SFAS 123(R), we selected the Black-Scholes option pricing model as the most appropriate model for determining the estimated fair value for stock-based awards. The use of the Black-Scholes model
requires the use of extensive actual employee exercise behavior data and the use of a number of complex assumptions including expected volatility, risk-free interest rate, forfeitures, and expected dividends. The assumptions used to value options
granted are as follows:



|                        |  |           |   |  |           |  
|----------------------- |  | --------- | - |  | --------- | -
|                        |  | 24-Sep-06 |   |  | 25-Sep-05 |  
|Risk-free interest rate |  | 5         | % |  | 4         | %
|                        |  |          
|Expected term (years)   |  | 3.3       |   |  | 4.0       |  
|                        |  |          
|Dividend yield          |  |          | % |  |          | %
|                        |  |          
|Expected volatility     |  | 74        | % |  | 80        | %



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The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. We
do not anticipate declaring dividends in the foreseeable future. Expected volatility is based on the annualized weekly historical volatility of our stock price commensurate with the expected life of the option. For the period ended
September 24, 2006, the expected term of the option is based on the vesting terms of the option and a contractual life of ten years using the simplified method calculation as defined by Staff Accounting Bulletin 107. Our analysis of stock price
volatility and option lives involves managements best estimates at the time of determination. SFAS 123(R) also requires that we recognize compensation expense for only the portion of options or stock units that are expected to vest. Therefore,
we apply an estimated forfeiture rate that is derived from historical employee termination behavior. If the actual number of forfeitures differs from those estimated by management, additional adjustments to compensation expense may be required in
future periods.

In November 2005, the FASB issued FSP FAS 123(R)-3, Transition Election Related to Accounting for Tax Effects of
Share-Based Payment Awards (FSP 123(R)-3). FSP 123(R)-3 provides an optional alternative method that establishes a computational component to arrive at the beginning balance of the accumulated paid-in capital pool related to
employee compensation and a simplified method to determine the subsequent impact of the accumulated paid-in capital pool employee awards that are fully vested and outstanding upon the adoption of SFAS No. 123(R). The Company adopted FSP
123(R)-3 in its first quarter of fiscal 2006. This adoption has not had a material impact on its financial condition or results of operations.

6.
SERIES A-2 REDEEMABLE CONVERTIBLE PREFERRED STOCK

On February 1, 2006, the Company concluded a rights offering to eligible
shareholders of record as of December 26, 2005. Each subscription right entitled the stockholder to subscribe for and purchase one share of Series A-2 preferred stock for each 2.725 shares of common stock held on the record date. Each share of
Series A-2 preferred stock had a purchase price of $10.00 and is convertible into shares of Occams common stock at a conversion price of $4.40, representing a conversion ratio of 2.27273 shares of common stock for each share of Series A-2
preferred stock issued. In response to the rights offering, Occam received subscriptions to purchase 343,741 shares of Series A-2 preferred stock for an aggregate purchase price of $3.4 million and net proceeds of $2.7 million.

In April 2005, Occam received net proceeds of $2.3 million upon exercise by Alta Partners and its affiliate of warrants to purchase 226,800 shares of
Series A-2 preferred stock. In March 2005, Occam received net proceeds of $4.9 million through an issuance of Series A-2 preferred stock to its existing investors and Tellabs, Inc (Tellabs). In addition, in March 2005, a related party
and holder of an outstanding promissory note converted $535,000 of outstanding principal and accrued interest into 53,479 shares of Series A-2 preferred stock. In January 2005, Occam received net proceeds of $5.6 million from the issuance of Series
A-2 preferred stock to its existing shareholders.

Each outstanding share of Series A-2 preferred stock is convertible into common stock at
a conversion price of $4.40, subject to adjustment. In addition, all outstanding shares of Series A-2 preferred stock will automatically convert into common stock upon the written consent of holders of not less than sixty-six and two-thirds percent
(66.67%) of the then outstanding shares of Series A-2 preferred stock.



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Holders of a substantial majority of the outstanding shares of Series A-2 preferred stock of the Company have
contractually agreed not to consent to any such conversion of their Series A-2 stock without the consent of Alta Partners, a principal holder of Series A-2 preferred stock.

The Company recorded beneficial conversion feature (BCF) charges to net loss attributable to common stockholders of $3.4 million and $1.7
million relating to the issuance of the Series A-2 preferred stock in February 2006 and March 2005, respectively. The BCFs were calculated using the fair value of the common stock on the dates of issuance, subtracting the accounting conversion price
and then multiplying the resulting amount by the number of shares of common stock into which the Series A-2 preferred stock is convertible.

In March 2004, the Company recorded a BCF on the preferred stock warrant of $480,000 (as an adjustment to the warrant and additional paid in capital) that was amortized using the interest method over the life of the warrant. For the nine
months ended September 25, 2005, the Company recorded $85,000 of amortization of the warrant BCF. The warrant BCF was calculated by subtracting the sum of the relative proceeds allocated to the warrant and the exercise price from the fair value
of the common stock underlying the warrant. The warrant was exercised in full in April 2006.



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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Some of the
statements contained in this Quarterly Report are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements describe our
managements beliefs concerning future business conditions and prospects, growth opportunities and the outlook for our business and industry based upon currently available information. These statements are based on the current expectations,
forecasts, and assumptions of our management and are subject to various risks and uncertainties that could cause our actual results to differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements
are sometimes identified by language such as believes, anticipates, estimates, expects, plans, intends, projects, future and similar expressions and may
also include references to plans, strategies, objectives, and anticipated future performance as well as other statements that are not strictly historical in nature. The risks, uncertainties, and other factors that could cause our actual results to
differ materially from those expressed or implied in this Quarterly Report include, but are not limited to, those noted under the caption Risk Factors included in this Quarterly Report. Readers should carefully review this information as
well as the risks and other uncertainties described in other filings we may make after the filing of this Quarterly Report with the Securities and Exchange Commission.

Overview

We develop, market and support innovative broadband access products designed to enable
telecom service providers to offer bundled voice, video and data, or Triple Play, services over both copper and fiber optic networks. Our Broadband Loop Carrier, or BLC, is an integrated hardware and software platform that uses Internet Protocol, or
IP, and Ethernet technologies to increase the capacity of local access networks, enabling our customers to deliver advanced services, including voice-over-IP, or VoIP, IP-based television, or IPTV, and high-definition television, or HDTV. Our
platform simultaneously supports traditional voice services, enabling our customers to leverage their existing networks and migrate to IP without disruption. In addition to providing our customers with increased bandwidth, our products provide
incremental value by offering software-based features to improve the quality, resiliency and security of Triple Play services. We market our products through a combination of direct and indirect channels. Our direct sales efforts are focused on the
independent operating company, or IOC, segment of the telecom service provider market. We also target larger telecom service providers through strategic reseller relationships. To date, we have shipped our BLC platform to over 180 customers.

From our inception through September 24, 2006, we have incurred cumulative net losses of approximately $108.2 million. Since the
merger with Accelerated Networks, we have implemented a number of expense reduction actions to reduce our operating losses and consumption of cash, including reductions in force, change to a sequential product development plan, and non-renewal of
certain facilities leases. As a result of these actions, and in combination with an increase in our sales, we reached positive operating income in the fourth quarter of 2005.

We manage our activities based on 13-week accounting quarters, with the end of each quarter falling on the last Sunday of each calendar quarter. As a
result, our accounting quarters do not necessarily coincide with the last day of the calendar month. The quarter-end dates for fiscal 2006 are March 26, June 25, September 24, and December 31. Historically, we have
presented our consolidated financial statements on a calendar month-end basis and provided additional disclosure identifying the actual period-end for accounting purposes.

Critical Accounting Policies

Managements Discussion and Analysis of Financial Condition and
Results of Operations is based upon our consolidated financial statements, which we have prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements
requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Management



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bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Senior management has discussed the development, selection and disclosure
of these estimates with the Audit Committee of our Board of Directors. Actual results may differ from these estimates under different assumptions or conditions.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates
reasonably could have been used, or if changes in the estimate that are reasonably likely to occur could materially impact the financial statements. Management believes that other than the adoption of Statement of Financial Accounting Standards
(SFAS) No. 123 (revised 2004), Share-Based Payment (SFAS 123R), there have been no significant changes during the nine months ended September 24, 2006 to the items that we disclosed as our critical
accounting policies and estimates in Managements Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K, as amended, for our fiscal year ended December 25, 2005.

Stock-Based Compensation

Effective beginning the
first fiscal quarter 2006, we adopted SFAS No. 123R using the modified prospective method. Under this method, compensation costs for all awards granted after the date of adoption and the unvested portion of previously granted awards outstanding
at the date of adoption are measured at estimated fair value and included in operating expenses over the vesting period during which an employee provides service in exchange for the award. Accordingly, prior period amounts presented herein have not
been restated to reflect the adoption of SFAS No. 123R.

Upon adoption of SFAS 123(R), we selected the Black-Scholes option pricing
model as the most appropriate model for determining the estimated fair value for stock-based awards. The use of the Black-Scholes model requires the use of extensive actual employee exercise behavior data and the use of a number of complex
assumptions including expected volatility, risk-free interest rate, forfeitures, and expected dividends. The assumptions used to value options granted are as follows:



|                        |  |           |   |  |           |  
|----------------------- |  | --------- | - |  | --------- | -
|                        |  | 24-Sep-06 |   |  | 25-Sep-05 |  
|Risk-free interest rate |  | 5         | % |  | 4         | %
|                        |  |          
|Expected term (years)   |  | 3.3       |   |  | 4.0       |  
|                        |  |          
|Dividend yield          |  |          | % |  |          | %
|                        |  |          
|Expected volatility     |  | 74        | % |  | 80        | %

The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of
grant. We do not anticipate declaring dividends in the foreseeable future. Expected volatility is based on the annualized weekly historical volatility of our stock price commensurate with the expected life of the option. For the period ended
September 24, 2006, the expected term of the option is based on the vesting terms of the option and a contractual life of ten years using the simplified method calculation as defined by Staff Accounting Bulletin 107. Our analysis of stock price
volatility and option lives involves managements best estimates at the time of determination. SFAS 123(R) also requires that we recognize compensation expense for only the portion of options or stock units that are expected to vest. Therefore,
we apply an estimated forfeiture rate that is derived from historical employee termination behavior. If the actual number of forfeitures differs from those estimated by management, additional adjustments to compensation expense may be required in
future periods.

Results of Operations

Three
months ended September 24, 2006 and September 25, 2005

Sales

Our sales are principally comprised of sales of our BLC 6000 system product line, cabinets and related accessories. Sales increased by $7.4 million or 69%
to $18.1 million for the three months ended September 24, 2006 as compared to sales of $10.7 million for the three months ended September 25, 2005. This increase was attributable to the expansion of our customer base and repeat orders from
existing customers.

Cost of sales and gross margins

Cost of sales includes the cost of products shipped for which sales were recognized, warranty costs, provisions for obsolete inventory and the cost of post-sale support. Cost of sales increased by $4.0 million or 52%
to $11.7 million for the three months ended September 24, 2006 as compared to $7.7 million for the three months ended September 25, 2005. The increase was primarily due to increased sales. Gross margin improved to 35% of sales for the
three months ended September 24, 2006 compared to a gross margin of 28% of sales for the three months ended September 25, 2005. This gross margin improvement was primarily due to reductions in product manufacturing costs, overhead
absorption rates and inventory carrying costs partially offset by post-sales customer service costs. Gross margin decreased from 39% for the three months ended June 25, 2006 to 35% for the three months ended September 24, 2006. This sequential
decline in gross margin was due in part to higher sales of some of our lower margin products, such as cabinets and our relatively new fiber to the premises, or FTTP, products, in the three months ended September 24, 2006. We expect that our gross
margin will vary from quarter-to-quarter due in part to variations in product mix and introduction of new products. To the extent that cabinets and other lower margin products represent an increased percentage of our total sales in any period, it
will tend to reduce our gross margin.

Research and product development expenses

Research and product development expenses consist primarily of salaries and other personnel-related costs, prototype component and assembly costs,
third-party design services and consulting costs, and other costs related to design, development, and testing of our products. Research and product development costs are expensed as incurred, except for capital expenditures, which are capitalized
and depreciated over their



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estimated useful lives, generally two to five years. Research and product development expenses increased by $0.3 million
or 16% to $2.3 million for the three months ended September 24, 2006 as compared to $1.9 million for the three months ended September 25, 2005. The increase was principally attributable to increased personnel-related costs, stock-based
compensation charges and third-party design service costs. We expect research and development expenses to continue to increase in future periods.

Sales
and marketing expenses

Sales and marketing expenses consist primarily of salaries and other personnel-related costs, development and
distribution of promotional materials, and other costs related to marketing, sales, public relations, and customer support activities. Sales and marketing expenses increased by $0.3 million or 11% to $2.8 million for the three months ended
September 24, 2006 as compared to $2.6 million for the three months ended September 25, 2005. This increase was primarily due to increased headcount, stock-based compensation, commissions and customer trial equipment expenses incurred in
an effort to increase sales and market penetration. We expect sales and marketing costs to continue to increase in 2006 as we make additional expenditures aimed at increasing sales and expanding our business. However, we cannot ensure that we will
be able to expand our business, if at all, at a rate that would more than offset our increased sales and marketing expenses.

General and administrative
expenses

General and administrative expenses consist primarily of salaries and other personnel-related costs for executive, finance,
human resources, and administrative personnel. Additionally, general and administrative expenses include professional fees, liability insurance and general corporate costs. General and administrative expenses decreased by $0.2 million or 18% to
approximately $1.1 million for the three months ended September 24, 2006 as compared to approximately $1.4 million for the three months ended September 25, 2005. The decrease in general and administrative expenses was attributable in part
to the writeoff of a loan during the third quarter of fiscal 2005 against the purchase of our subsidiary in India. In 2003, the company sold its India operations in exchange for a note receivable of $608,000. In the third quarter of 2005, the
purchaser defaulted on the note and the Company wrote off the remaining loan balance of $399,000. This decrease was partially offset by increased salaries, stock-based compensation expense and outside accounting fees in the third quarter of fiscal
2006. We expect our general and administrative expenses to remain flat in the remainder of 2006, although we may incur additional costs and expenses in future periods as we prepare to comply with the requirements of Section 404 of the
Sarbanes-Oxley Act of 2002.

Stock-based compensation

Effective as of the first fiscal quarter of 2006, we adopted SFAS No. 123(R) using the modified prospective method. Under this method, compensation costs for all awards granted after the date of adoption and the
unvested portion of previously granted awards outstanding at the date of adoption are measured at estimated fair value and included in operating expenses over the vesting period during which an employee provides service in exchange for the award.
Prior period amounts have not been restated to reflect the adoption of SFAS No. 123(R). As a result of adopting SFAS No. 123(R), we recorded $0.5 million of stock-based compensation expense for the three months ended September 24,
2006.

Nine months ended September 24, 2006 and September 25, 2005

Sales and gross margins

Sales increased by approximately $22.2 million or 84% to $48.5 million for
the nine months ended September 24, 2006, compared to sales of $26.3 million for the nine months ended September 25, 2005. The increase was due to increased sales from the expansion of our customer base combined with repeat orders from
existing customers. We expect to continue to grow revenue through the end of fiscal 2006, subject to, among other things, continuing improvements in the market for telecommunications equipment and the risk and uncertainties described under the
caption Risk Factors beginning on page 26.



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Cost of sales

Cost of sales increased by $10.5 million or 53% to $30.1 million for the nine months ended September 24, 2006, compared to $19.6 million for the nine months ended September 25, 2005. Cost of sales increased as a result of
increased sales. Gross margin improved to 38% of sales for the nine months ended September 24, 2006 compared to a gross margin of 26% of sales for the nine months ended September 25, 2005. This gross margin improvement was primarily due to
a reduction in product manufacturing costs, overhead absorption rates and inventory carrying costs, partially offset by increased costs associated with increased sales and by post-sales customer service costs. We expect that our gross margins will
vary from quarter-to-quarter due in part to variations in product mix. To the extent that cabinets and other lower margin products represent an increased percentage of our total sales in any period, it will tend to reduce our gross margins.

Research and product development expenses

Research and product development expenses increased by $1.7 million or 32% to $7.1 million for the nine months ended September 24, 2006, as compared to $5.4 million for the nine months ended September 25, 2005. This increase was
principally attributable to increased personnel-related costs, stock-based compensation and increased third-party design service costs. We expect our research and product development expenditures for the remaining months of 2006 to increase slightly
as new product initiatives are undertaken.

Sales and marketing expenses

Sales and marketing expenses increased by $1.5 million, or 24%, to $7.7 million for the nine months ended September 24, 2006, compared to $6.2
million for the nine months ended September 25, 2005. This increase was primarily due to increased headcount and related salary expenses, stock-based compensation, customer trial equipment, commissions and other promotional expenses incurred in
an effort to increase revenues and market penetration. We expect sales and marketing costs to increase slightly during the remaining months of fiscal 2006 as we make additional expenditures to expand our business. However, we cannot ensure that we
will be able to expand our business, if at all, at a rate that would more than offset our increased sales and marketing expenses.

General and
administrative expenses

General and administrative expenses increased by $0.3 million, or 9%, to $3.0 million for the nine months ended
September 24, 2006, as compared to $2.8 million for the nine months ended September 25, 2005. General and administrative expenses increased primarily due to the increased headcount and related salary expenses, stock-based compensation
expense, and legal and outside accounting fees incurred during the nine months ended September 24, 2006, related to corporate filings and corporate governance. We expect our general and administrative expenditures to remain flat for the
remaining months of 2006, although we may incur additional costs and expenses in future periods as we prepare to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002.

Stock-based compensation

Effective as of the first
fiscal quarter of 2006, we adopted SFAS No. 123(R) using the modified prospective method. Under this method, compensation costs for all awards granted after the date of adoption and the unvested portion of previously granted awards outstanding
at the date of adoption are measured at estimated fair value and included in operating expenses over the vesting period during which an employee provides service in exchange for the award. Prior period amounts have not been restated to reflect the
adoption of SFAS No. 123(R). As a result of adopting SFAS No. 123(R), we recorded $1.3 million of stock-based compensation for the nine months ended September 24, 2006.



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Provision for income taxes

Our effective federal tax rates for the nine months ended September 24, 2006 and September 25, 2005 were 3.8% and 0%, respectively, due to our net operating loss carry forwards and net operating loss,
respectively.

As of September 24, 2006, our net operating loss carry forwards were approximately $221.3 million for federal tax
purposes, expiring through 2025, and $144.1 million for state tax purposes, expiring through 2024. Under the change in ownership provisions of Section 382 of the Internal Revenue Code, utilization of our remaining net operating loss carry
forwards may be limited, perhaps substantially. The amount of such limitation, if any, has not been determined.

Liquidity and Capital Resources

As of September 24, 2006, we had cash and cash equivalents of $5.7 million compared with $6.6 million as of December 25,
2005. The net decrease in cash and cash equivalents was the result of increased accounts receivables and inventory of approximately $5.1 million, the use of cash to retire $2.6 million of debt, increased restricted cash of $0.9 million and purchases
of fixed assets of $0.7 million partially offset by the issuance of Series A-2 preferred stock for net proceeds of $2.7 million in February 2006.

Cash provided by operating activities was $0.1 million in the nine months ended September 24, 2006 as compared to cash used in operating activities of $7.9 million for the nine months ended September 25, 2005. Cash provided by
operations was primarily comprised of increased payables, accruals and deferred revenues of $2.5 million and earnings before depreciation, amortization and stock related charges of $3.0 million, partially offset by an increase of inventory of $2.6
million and increased accounts receivables of $2.5 million.

Cash used in investing activities was $1.6 million for the nine months ended
September 24, 2006, compared to cash used in investing activities of $1.8 million for the nine months ended September 25, 2005. The cash used in investing activities for the nine months ended September 24, 2006 consisted of an
increase of $0.9 million of restricted cash and $0.7 million used in the purchase of fixed assets in 2006.

Cash provided by financing
activities for the nine months ended September 24, 2006 decreased by $12.1 million to $0.6 million as we raised $2.7 million of net proceeds from the closing of the rights offering in February 2006 and used the proceeds to retire $2.6 million
of notes payable. During the nine months ended September 25, 2005, we raised $12.8 million of capital from the sale of Series A-2 preferred stock to fund operations.

Working Capital

Working capital increased to $18.0 million at September 24, 2006, compared to
$14.1 million at December 25, 2005. The increase was principally attributable to the completion of a rights offering in February 2006 that generated $2.7 million of net proceeds, an increase in accounts receivable of $2.5 million and an
increase in net inventory of approximately $2.6 million.

We believe that our cash, cash equivalents and cash from operations, together
with the proceeds to us of the contemplated offering of our common stock, will be sufficient to finance our operations over the next 24 months. Although we believe these funds will be sufficient to maintain and expand our operations in accordance
with our business strategy, we may need additional funds in the future. If we are unable to raise additional financing when and if needed, we may be required to reduce certain discretionary spending, which could have a material adverse effect on our
ability to achieve our intended business objectives. Our announcement of an intended public offering does not constitute an offer of any securities for sale and is subject to the completion of the registration statement filed by us with the
Securities and Exchange Commission (SEC) and the effectiveness of that registration statement. There can be no assurance that the registration statement will be declared effective or that the proposed public offering will be completed.



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Anticipated Lease Facility

The operating lease for our Santa Barbara headquarters facility will expire in the fourth quarter of 2006. Our management believes that adequate facilities are available at commercially reasonable rates in the Santa
Barbara area, and we expect to relocate our operations to a new facility in the near term. Occam expects to incur significant cash expenditures in connection with preparing and moving to a new facility. Although we cannot estimate the actual costs
until a new facility has been identified and a lease executed, the cash expenditures would be expected to have an adverse effect on our available cash. For income statement purposes, the costs associated with our new facility will be amortized over
the shorter of the term of our operating lease or the useful life of the asset.

Recent Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board (FASB) issued FASB interpretation No. 48 (FIN No. 48)
Accounting for Uncertainty in Income Taxesan Interpretation of FASB Statement No. 109.FIN No. 48 requires that we recognize in our consolidated financial statements the impact of a tax position that is more likely
than not to be sustained upon examination based on the technical merits of the position. The evaluation of a tax position in accordance with this interpretation is a two-step process. In the first step, recognition, we determine whether it is
more-likely-than-not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The second step addresses measurement of a tax position
that meets the more-likely-than-not criterion. The tax position is measured at the largest amount of benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. Tax positions that previously failed to meet
the more likely than not recognition threshold should be recognized in the first subsequent financial reporting period in which that threshold is met. Previously recognized tax positions that no longer meet the more-likely-than-not recognition
threshold should be de-recognized in the first subsequent financial reporting period in which that threshold is no longer met. FIN No. 48 is effective for fiscal years beginning after December 15, 2006. The differences between the amounts
recognized in the consolidated financial statements prior to the adoption of FIN No. 48 and the amounts reported after adoption will be accounted for as a cumulative-effect adjustment recorded to the beginning balance of retained earnings. We
are currently evaluating the impact FIN No. 48 will have on our consolidated balance sheets and consolidated statements of income.

In
March 2006, FASB issued SFAS No. 156, Accounting for Servicing of Financial Assetsan amendment of FASB Statement No. 140. SFAS No. 156 requires an entity to recognize a servicing asset or servicing liability each
time it undertakes an obligation to service a financial asset by entering into a servicing contract in specific situations. Additionally, the servicing asset or servicing liability shall be initially measured at fair value; however, an entity may
elect the amortization method or fair value method for subsequent balance sheet reporting periods. SFAS No. 156 is effective as of an entitys first fiscal year beginning after September 15, 2006. Early
adoption is permitted as of the beginning of an entitys fiscal year, provided the entity has not yet issued financial statements, including interim financial statements, for any period of that fiscal year. We do not expect the adoption of this
statement to have a material impact on our consolidated financial condition, results of operations or cash flows.

In September 2006, the
Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Issues No. 157, Fair Value Measurements (SFAS 157), which defines the fair value, establishes a framework for measuring fair value and
expands disclosures about fair value measurements. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Early adoption is encouraged, provided
that we have not yet issued financial statements for that fiscal year, including any financial statements for an interim period within that fiscal year. We are currently evaluating the impact SFAS 157 may have on our financial condition or results
of operations.

In September 2006, the United States Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 108,
Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108). This SAB provides guidance on the consideration of the effects of prior year misstatements in
quantifying current year misstatements for the purpose of a materiality assessment. SAB 108 establishes an approach that requires quantification of financial statement errors based on the effects of each of the companys balance sheet and
statement of operations and the related financial statement disclosures. The SAB permits existing public companies to record the cumulative effect of initially applying this approach in the first year ending after November 15, 2006 by recording the
necessary correcting adjustments to the carrying values of assets and liabilities as of the beginning of that year with the offsetting adjustment recorded to the opening balance of retained earnings. Additionally, the use of the cumulative effect
transition method requires detailed disclosure of the nature and amount of each individual error being corrected through the cumulative adjustment and how and when it arose. We are currently evaluating the impact SAB 108 may have to our financial
condition or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Because our portfolio of cash
equivalents is of a short-term nature, we are not subject to significant market price risk related to investments. However, our interest income is sensitive to changes in the general level of taxable and short-term U.S. interest rates. Our exposure
to market risk due to changes in the general level of United States interest rates relates primarily to our cash equivalents. We generally invest our surplus cash balances in high credit quality money market funds with original or remaining
contractual maturities of less than 90 days. The primary objective of our investment activities is the preservation of principal while maximizing investment income and minimizing risk. We do not hold financial instruments for trading or speculative
purposes. We do not use any derivatives or similar instruments to manage our interest rate risk.



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ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls
and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report, and based on that evaluation, our chief executive officer and chief financial officer
concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange
Act (i) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure, and (ii) is recorded, processed,
summarized and reported within the time periods specified in Securities and Exchange Commissions rules and forms.

In making their
assessment concerning the effectiveness of our disclosure controls and procedures as of September 24, 2006, management considered the internal control deficiencies and remediation efforts described below. In particular, they noted that although
significant deficiencies had been identified, they did not identify any material weaknesses or likely material weaknesses as of the end of the period covered by this report. In light of the deficiencies described below, our management performed
additional analysis and other post-closing procedures to ensure that our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. Management believes that the
consolidated financial statements included in this report fairly present in all material respects our consolidated financial condition, results of operations, and cash flows for the periods presented.

(b) Changes in Internal Controls Over Financial Reporting

We are not currently subject to the management reporting and auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002. We currently expect to become subject to these requirements for our fiscal year ending
December 30, 2007. Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of
consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Because we are not currently subject to the requirements of Section 404, our management has not yet assessed the
effectiveness of our internal control over financial reporting. In addition, our independent registered public accounting firm has not audited our internal controls over financial reporting. Our management and independent registered public
accounting firms have, however, from time to time identified actual or potential control deficiencies, which have resulted in changes in our internal controls as described below. We may also identify additional control deficiencies that require
further remedial action as we prepare to comply with Section 404.

In a March 2005 management letter, our independent registered
public accounting firm at that time identified certain internal control deficiencies in connection with their audit of our consolidated financial statements for the year ended December 26, 2004. Of those deficiencies, our prior independent
registered public accounting firm indicated, without drawing any affirmative conclusion, that three could potentially constitute material weaknesses. Specifically, our prior independent registered public accounting firm indicated that a deficiency
relating to segregation of duties was a likely material weakness, a deficiency relating to preparation of Exchange Act filings could result in a material weakness, and a deficiency relating to the quality of supporting
schedules could lead to a more than a remote likelihood of material misstatement.

An internal control deficiency exists when
the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a control deficiency,
or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected. A significant deficiency is
a control



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deficiency, or combination of control deficiencies, that adversely affects the companys ability to initiate,
authorize, record, process, or report external financial data reliably in accordance with accounting principles generally accepted in the United States of America. In the case of a significant deficiency, a more-than-remote likelihood exists of a
misstatement of the companys annual or interim consolidated financial statements that is more than inconsequential.

During 2005 and
2006, we implemented numerous remedial measures to address the deficiencies reported in the management letter from our prior independent registered public accounting firm. A list of objectives and remedial measures implemented to date with respect
to the matters identified by our prior independent registered public accounting firm is as follows:



| |  |  | Segregation of Duties. With respect to ensuring appropriate segregation of duties, we have (i) substantially increased the size of our finance department,
(ii) implemented a formal approval process and allocation of accounting and review duties, and (ii) established a structured review process for accounting and public reporting.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Exchange Act Filings. We have (i) implemented schedules for the preparation and review of our Exchange Act filings and press releases, (ii) increased the
time available for all parties to review and comment on draft documents, and (iii) increased audit committee participation in the review and revision of such documents.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Supporting schedules and underlying accounts. We have (i) standardized and documented the processes for preparation of supporting schedules and making significant
estimates, (ii) standardized and documented the formats of supporting schedules and preparation of estimates, including warranty, sales return and accounts receivable reserves, and (iii) developed a review process consistent with the
framework for appropriate segregation of duties.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Where remedial measures have taken time to implement, such as the addition
of finance staff and the segregation of duties, we have implemented additional levels of review to help ensure that any erroneous entries or misstatements are caught before they are reflected in our consolidated financial statements. Management
believes that while more permanent changes are being adopted, these manual controls have been effective in reporting accurate financial results in accordance with accounting principles generally accepted in the United States of America.

Based on the remedial actions taken to date, including those described above, we believe we have made significant improvements in the areas of concern
identified by our prior independent registered public accounting firm. In connection with their audit of our consolidated financial statements for the year ended December 25, 2005, our current independent registered public accounting firm
commented on but did not audit our internal controls. Our current independent registered public accounting firms concerns related to segregation of duties, deficiencies in internal controls and document retention. Our current independent
registered public accounting firm indicated that they consider the matters identified to be significant deficiencies but not material weaknesses. Since receiving the 2006 management letter, we have made further enhancements to our internal controls,
including the hiring of additional finance staff, the formalization of duties and responsibilities, the adoption of new review and reconciliation processes and the implementation of a series of document retention improvements. Our internal control
remediation efforts are continuing, and we expect they will continue through 2006 and into 2007 as we prepare to comply with Section 404 of the Sarbanes-Oxley Act of 2002 for our fiscal year ending December 30, 2007.

In addition to the matters identified above, we have determined that our historic method of calculating the deadline for filing our reports under the
Securities Exchange of 1934, as amended, was incorrect. As indicated in Note 1 to the consolidated financial statements included in this report, we manage our activities based on a 13-week accounting quarter such that the fiscal period end date is
the last Sunday of each quarter rather than the end of the calendar period. Until the filing of our Quarterly Report on Form 10-Q for the quarter ended March 26, 2006, which was timely filed, we calculated the filing deadline based on the
calendar-period end date shown on our consolidated financial statements and not on



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our fiscal period end. Beginning with our Form 10-Q for the first quarter of fiscal 2006, we now present our consolidated
financial statements and calculate our filing deadlines as of the actual fiscal period end date. Based on our review of our past filings, we believe that we were one to four days late in filing 14 Quarterly Reports on Form 10-Q and five Annual
Reports on Form 10-K (excluding reports previously acknowledged as late on Form 12b-25).

In light of the determination that our historic
method of calculating the deadline for filing our Exchange Act reports was incorrect, management reevaluated the effectiveness of our disclosure controls and procedures and concluded that our disclosure controls and procedures were not effective to
provide reasonable assurance that the information we were required to report in our Exchange Act reports was reported within the time periods specified in the Securities and Exchange Commissions rules and forms. The late filings had no effect
on the accuracy of the information contained in the reports as filed, however, and management believes that the consolidated financial statements contained in our Exchange Act reports fairly present in all material respect our consolidated financial
position, results of operations, and cash flows for the periods presented.

We believe that the miscalculation of our filing deadlines met
the requirements of a significant deficiency in that it adversely affected our ability to report financial information within the prescribed time periods. We do not believe that it constituted a material weakness in our system of internal controls,
however, in that it did not increase the likelihood of a misstatement in our consolidated financial statements. We changed our method of calculating our filing deadlines during the second quarter of fiscal 2006 and since then we have timely filed
our Quarterly Reports on Form 10-Q for the first, second and third quarters of 2006. Accordingly, we believe the significant deficiency has been remedied.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

IPO Allocation Cases

In June 2001, three putative stockholder class action lawsuits were filed against Accelerated Networks, certain of its then officers and directors and
several investment banks that were underwriters of Accelerated Networks initial public offering. The cases, which have since been consolidated, were filed in the United States District Court for the Southern District of New York. The Court
appointed a lead plaintiff on April 16, 2002, and plaintiffs filed a Consolidated Amended Class Action Complaint (the Complaint) on April 19, 2002. The Complaint was filed on behalf of investors who purchased Accelerated
Networks stock between June 22, 2000 and December 6, 2000 and alleged violations of Sections 11 and 15 of the 1933 Act and Sections 10(b) and 20(a) and Rule 10b-5 of the 1934 Act against one or both of Accelerated Networks and the
individual defendants. The claims were based on allegations that the underwriter defendants agreed to allocate stock in Accelerated Networks initial public offering to certain investors in exchange for excessive and undisclosed commissions and
agreements by those investors to make additional purchases in the aftermarket at pre-determined prices. Plaintiffs alleged that the prospectus for Accelerated Networks initial public offering was false and misleading in violation of the
securities laws because it did not disclose these arrangements. These lawsuits are part of the massive IPO allocation litigation involving the conduct of underwriters in allocating shares of successful initial public offerings. We
believe that over three hundred other companies have been named in more than one thousand similar lawsuits that have been filed by some of the same plaintiffs law firms. In October 2002, the plaintiffs voluntarily dismissed the individual
defendants without prejudice. On February 19, 2003 a motion to dismiss filed by the issuer defendants was heard and the court dismissed the 10(b), 20(a) and Rule 10b-5 claims against Occam. On July 31, 2003, we agreed, together with over
three hundred other companies similarly situated, to settle with the plaintiffs. A Memorandum of Understanding (MOU), along with a separate agreement and a performance bond of $1 billion issued by the insurers for these companies is a
guarantee, allocated pro rata amongst all issuer companies, to the plaintiffs as part of an overall recovery against all defendants including the underwriter defendants who are not a signatory to the MOU. Any recovery by the plaintiffs



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against the underwriter defendants reduces the amount to be paid by the issuer companies. On April 24, 2006 the
court heard oral and written arguments concerning final approval of the settlement from all parties including the underwriter defendants. No decision has been issued to date. We cannot predict whether such approval will be obtained. We have not
recorded any accrual related to this proposed settlement because we expect any settlement amounts for which we are responsible to be covered by our insurance policies.

From time to time, we are subject to threats of litigation or actual litigation in the ordinary course of business, some of which may be material. We believe that there are no currently pending matters that, if
determined adversely to us, would have a material effect on our business or that would not be covered by existing liability insurance maintained by us.

ITEM 1A. RISK FACTORS

Our focus on independent telephone operating companies limits our sales volume with individual
customers and makes our future operating results difficult to predict.

We currently focus our sales efforts on the independent
telephone operating companies, or IOCs, in North America. These customers generally operate relatively small networks with limited capital expenditure budgets. Accordingly, we believe the total potential sales volume for our products at any
individual IOC is limited, and we must identify and sell products to new IOC customers each quarter to continue to increase our sales. In addition, the spending patterns of many IOCs are characterized by small and sporadic purchases. Moreover,
because our sales to IOCs are predominantly based on purchase orders rather than long-term contracts, our customers may stop purchasing equipment from us with little advance notice. As a result, we have limited backlog, our future operating results
are difficult to predict and we will likely continue to have limited visibility into future operating results.

Fluctuations in our quarterly and annual
operating results may adversely affect our business and prospects.

A number of factors, many of which are outside our control, may
cause or contribute to significant fluctuations in our quarterly and annual operating results. These fluctuations may make financial planning and forecasting more difficult. In addition, these fluctuations may result in unanticipated decreases in
our available cash, which could limit our growth and delay implementation of our expansion plans. Factors that may cause or contribute to fluctuations in our operating results include:



| |  |  | fluctuations in demand for our products, including the timing of decisions by our target customers to upgrade their networks and deploy our products;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | seasonal reductions in field work during the winter months and the impact of annual budgeting cycles;
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | the size and timing of orders we receive and products we ship during a given period;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | delays in recognizing sales, particularly from government funded contracts;
| | - |  | ---------------------------------------------------------------------------



| |  |  | introductions or enhancements of products, services and technologies by us or our competitors, and market acceptance of these new or enhanced products, services and technologies;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the amount and timing of our operating costs, including sales, engineering and manufacturing costs and capital expenditures; and
| | - |  | --------------------------------------------------------------------------------------------------------------------------------



| |  |  | quarter-to-quarter variations in our operating margins resulting from changes in our product mix.
| | - |  | -------------------------------------------------------------------------------------------------



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As a consequence, operating results for a particular future period are difficult to predict and prior
results are not necessarily indicative of results to be expected in the future. Any of the foregoing factors may have a material adverse effect on our consolidated results of operations.

We have a history of losses and negative cash flow, and we may not be able to generate positive operating income and cash flows in the future to support the expansion of our operations.

We have incurred significant losses since our inception, we have never been profitable in any annual period and as of September 24, 2006, and we had
an accumulated deficit of $108.2 million. For fiscal 2003 and 2004, our independent registered public accounting firm included in its opinion regarding our consolidated financial statements an explanatory paragraph regarding our ability to continue
as a going concern. While we achieved positive operating income during the quarters ended December 25, 2005, March 26, 2006, June 25, 2006 and September 24, 2006, we cannot assure you that we will not incur losses or
negative cash flow in the future. Our inability to generate positive operating income and cash flow would materially and adversely affect our liquidity, results of operations and financial condition.

A significant portion of our expenses is fixed, and we expect to continue to incur significant expenses for research and development, sales and
marketing, customer support, and general and administrative functions. Given our rapid growth rate, limited operating history and intense competitive pressures we face, we may be unable to adequately control our operating costs. In order to sustain
profitability, we must increase our sales while maintaining control over our expense levels.

Because our markets are highly competitive and dominated
by large, well-financed participants, we may be unable to compete effectively.

Competition in our market is intense and we expect
competition to increase. The market for broadband access equipment is dominated primarily by large, established suppliers such as ADTRAN, Inc., Alcatel, Lucent Technologies Inc. and Tellabs, Inc. While these suppliers focus primarily on large
service providers, they have competed, and may increasingly compete, in the IOC market segment. In addition, a number of emerging companies, including Calix Networks, Inc., have developed, or are developing, products that compete with ours,
including within our core IOC segment.

Our ability to compete successfully depends on a number of factors, including:



| |  |  | the successful identification and development of new products for our core market;
| | - |  | ----------------------------------------------------------------------------------



| |  |  | our ability to timely anticipate customer and market requirements and changes in technology and industry standards;
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to gain access to and use technologies in a cost-effective manner;
| | - |  | ------------------------------------------------------------------------------



| |  |  | our ability to timely introduce cost-effective new products;
| | - |  | ------------------------------------------------------------



| |  |  | our ability to differentiate our products from our competitors offerings;
| | - |  | --------------------------------------------------------------------------



| |  |  | our ability to gain customer acceptance of our products;
| | - |  | --------------------------------------------------------



| |  |  | the performance of our products relative to our competitors products;
| | - |  | ----------------------------------------------------------------------



| |  |  | our ability to market and sell our products through effective sales channels;
| | - |  | -----------------------------------------------------------------------------



| |  |  | the protection of our intellectual property, including our processes, trade secrets and know-how; and
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | our ability to attract and retain qualified technical, executive and sales personnel.
| | - |  | -------------------------------------------------------------------------------------



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Many of our existing and potential competitors are larger than we are, and have greater financial
resources and better-established brands and customer relationships. Unlike many of our competitors, we do not provide financing to potential customers. In addition, many of our competitors have broader product lines than we do, so they can offer
bundled products, which may appeal to certain customers.

As the market for our products is new and evolving, winning customers early in
the growth of this market is critical to our ability to expand our business and increase sales. Because the products that we and our competitors sell require a substantial investment of time and funds to install, customers are typically reluctant to
switch equipment suppliers once a particular suppliers product has been installed. As a result, competition among equipment suppliers to secure contracts with potential customers is particularly intense and will continue to place pressure on
product pricing. Some of our competitors have in the past and may in the future offer substantial discounts to win new customers and generate cash flows. If we are forced to reduce prices in order to secure customers, we may be unable to sustain
gross margins at desired levels or maintain profitability.

We have relied, and expect to continue to rely, on our BLC 6000 product line for the
substantial majority of our sales, and a decline in sales of our BLC 6000 line would cause our overall sales to decline proportionally.

We have derived a substantial majority of our sales in recent years from our BLC 6000 product line. We expect that sales of this product line will continue to account for a substantial majority of our sales for the foreseeable future. Any
factors adversely affecting the pricing of, or demand for, our BLC 6000 line, including competition or technological change, could cause our sales to decline materially and our business to suffer.

If we fail to enhance our existing products and develop new products and features that meet changing customer requirements and support new technological advances, our
sales would be materially and adversely affected.

Our market is characterized by rapid technological advances, frequent new product
introductions, evolving industry standards and recurring changes in end-user requirements. Our future success will depend significantly on our ability to anticipate and adapt to such changes and to offer, on a timely and cost-effective basis,
products and features that meet changing customer demands and industry standards. The timely development of new or enhanced products is a complex and uncertain process, and we may not be able to accurately anticipate market trends or have sufficient
resources to successfully manage long development cycles. We may also experience design, manufacturing, marketing and other difficulties that could delay or prevent the development, introduction or marketing of new products and enhancements. The
introduction of new or enhanced products also requires that we manage the transition from older products to these new or enhanced products in order to minimize disruption in customer ordering patterns and ensure that adequate supplies of new
products are available for delivery to meet anticipated customer demand. If we are unable to develop new products or enhancements to our existing products on a timely and cost-effective basis, or if our new products or enhancements fail to achieve
market acceptance, our business, consolidated financial condition and consolidated results of operations would be materially and adversely affected.

We recently enhanced our BLC 6000 platform to support active Gigabit Ethernet fiber-to-the-premises, or FTTP, services. Although we have invested significant time and resources to develop this enhancement, these
FTTP-enabled products are relatively new, with limited sales to date, and market acceptance of these products may fall below our expectations. The introduction of new products is also expected to place pressure on our gross margins as most new
products require time and increased sales volumes to achieve cost-saving efficiencies in production. To the extent our new products and enhancements do not achieve broad market acceptance, we may not realize expected returns on our investments and
we may lose current and potential customers.



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Our efforts to increase our sales and marketing efforts to larger telecom operators, which may require us to broaden
our reseller relationships, may be unsuccessful.

To date, our sales and marketing efforts have been focused on small and mid-sized
IOCs. A key element of our long-term strategy is to increase sales to large IOCs, competitive local exchange carriers, regional Bell operating companies and international telecom service providers. We may be required to devote substantial technical,
marketing and sales resources to the pursuit of these customers, who have lengthy equipment qualification and sales cycles. In particular, sales to these customers may require us to upgrade our products to meet more stringent performance criteria,
develop new customer-specific features or adapt our product to meet international standards. We may incur substantial technical, sales and marketing expenses and expend significant management effort without any assurance of generating sales. Because
we have limited resources and large telecom operators may be reluctant to purchase products from a relatively small supplier like us, we plan to target these customers in cooperation with strategic resellers. These reseller relationships may not be
available to us, and if formed, may include terms, such as exclusivity and non-competition provisions, that restrict our activities or impose onerous requirements on us. Moreover, in connection with these relationships, we may forego direct sales
opportunities in favor of forming relationships with strategic resellers. If we are unable to successfully increase our sales to larger telecom operators or expand our reseller relationships, we may be unable to implement our long-term growth
strategy.

Our strategic relationship with Tellabs may not result in a material increase in our sales.

In March 2005, we announced a strategic relationship with Tellabs and certain of its subsidiaries in which we granted Tellabs exclusive rights to sell
certain of our BLC products to identified categories of customers, including several of the regional Bell operating companies and other large incumbent local exchange carriers as well as a number of large IOCs. In April 2006, we amended this
strategic relationship to, among other things, reduce the number of prospective customers with respect to whom Tellabs rights to sell our BLC products are exclusive. In particular, Tellabs exclusive right with respect to regional Bell
operating companies and large incumbent local exchange carriers is now limited to one incumbent local exchange carrier. To date, sales from the Tellabs relationship have been negligible. Although we believe that the continued strategic relationship
with Tellabs offers us important access to larger telecommunications customers, we cannot predict whether we will realize material sales from this relationship. In particular, Tellabs has no minimum purchase commitments under its agreement with us.
Moreover, Tellabs is a competitor of ours in certain markets. Although Tellabs has agreed that it will not sell, or help a third party to sell, products that are similar to our BLC products to any of the identified customers where Tellabs has been
granted exclusive sales rights, with the exception of these identified exclusive customers, Tellabs remains free to compete with us. Tellabs agreement not to sell similar products to the exclusive customers expires upon the expiration of
Tellabs exclusivity under our agreement. Tellabs exclusivity will expire with respect to the remaining large incumbent local exchange carrier in March 2008 and with respect to the large IOCs in March 2007, unless Tellabs elects to extend
the applicable exclusivity periods, which it may do at its sole discretion, subject to satisfaction of certain milestones or payment of extension fees that extend the relevant milestone deadlines. In the event that Tellabs performance under
these agreements does not meet our expectations, our recourse against Tellabs and our ability to terminate the agreement early is very limited, which would likely result in a loss of our investment of time and expense in this relationship, foregone
customer development opportunities and delays in development of larger customer accounts.

We may be unable to successfully expand our international
operations. In addition, our international expansion plans, if implemented, will subject us to a variety of risks that may adversely affect our business.

We currently generate almost all of our sales from customers in North America, and have very limited experience marketing, selling and supporting our products and services outside North America or managing the
administrative aspects of a worldwide operation. While we intend to expand our international operations, we may not be able to create or maintain international market demand for our products. In addition, regulations or standards adopted by other
countries may require us to redesign our existing products or develop new products suitable for sale in those countries. If we invest substantial time and



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resources to expand our international operations and are unable to do so successfully and in a timely manner, our
business, financial condition and results of operations will suffer.

In the course of expanding our international operations and operating
overseas, we will be subject to a variety of risks, including:



| |  |  | differing regulatory requirements, including tax laws, trade laws, labor regulations, tariffs, export quotas, custom duties or other trade restrictions and changes thereto;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | greater difficulty supporting and localizing our products;
| | - |  | ----------------------------------------------------------



| |  |  | different or unique competitive pressures as a result of, among other things, the presence of local equipment suppliers;
| | - |  | ------------------------------------------------------------------------------------------------------------------------



| |  |  | challenges inherent in efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits
and compliance programs;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | limited or unfavorable intellectual property protection;
| | - |  | --------------------------------------------------------



| |  |  | changes in a specific countrys or regions political or economic conditions; and
| | - |  | ---------------------------------------------------------------------------------



| |  |  | restrictions on the repatriation of earnings.
| | - |  | ---------------------------------------------

If we lose any of our
key personnel, or are unable to attract, train and retain qualified personnel, our ability to manage our business and continue our growth would be negatively impacted.

Our success depends, in large part, on the continued contributions of our key management, engineering, sales and marketing personnel, many of whom are highly-skilled and would be difficult to replace. None of our
senior management or key technical or sales personnel is bound by a written employment contract to remain with us for a specified period. In addition, we do not currently maintain key man life insurance covering our key personnel. If we lose the
services of any key personnel, our business, financial condition and results of operations may suffer.

Competition for skilled personnel,
particularly those specializing in engineering and sales is intense. We cannot be certain that we will be successful in attracting and retaining qualified personnel, or that newly-hired personnel will function effectively, both individually and as a
group. In particular, we must continue to expand our direct sales force, including hiring additional sales managers, to grow our customer base and increase sales. In addition, our industry is characterized by frequent claims relating to unfair
hiring practices. We may become subject to such claims and may incur substantial costs in defending ourselves against these claims, regardless of their merits. If we are unable to effectively hire, integrate and utilize new personnel, the execution
of our business strategy and our ability to react to changing market conditions may be impeded, and our business, financial condition and results of operations could suffer.

We may have difficulty managing our growth, which could limit our ability to increase sales and cash flow.

We have experienced significant growth in our sales and operations in recent years. We expect to expand our research and development, sales, marketing and support activities, including our activities outside the U.S. Our historical growth
has placed, and planned future growth is expected to continue to place, significant demands on our management, as well as our financial and operational resources, as required to:



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| |  |  | manage a larger organization;
| | - |  | -----------------------------



| |  |  | implement appropriate operational and financial systems;
| | - |  | --------------------------------------------------------



| |  |  | maintain effective financial disclosure controls and procedures;
| | - |  | ----------------------------------------------------------------



| |  |  | expand our manufacturing and distribution capacity;
| | - |  | ---------------------------------------------------



| |  |  | increase our sales and marketing efforts; and
| | - |  | ---------------------------------------------



| |  |  | broaden our customer support capabilities.
| | - |  | ------------------------------------------

In addition,
we expect that we will need to expand our finance organization to maintain adequate financial controls. If we cannot grow or manage our business growth effectively, we may not be able to execute our business strategies and our business, financial
condition and results of operations would suffer.

Because we depend upon a small number of outside contractors to manufacture our products, our
operations could be disrupted if we encounter problems with any of these contractors.

We do not have internal manufacturing
capabilities, and rely upon a small number of contract manufacturers to build our products. In particular, we rely on Flash Electronics, Inc. for the manufacture of our BLC 6000 blade products. Our reliance on a small number of contract manufactures
makes us vulnerable to possible capacity constraints and reduced control over component availability, delivery schedules, manufacturing yields and costs. We do not have long-term supply contracts with our primary contract manufacturers.
Consequently, these manufacturers are not obligated to supply products to us for any specific period, in any specific quantity or at any certain price, except as may be provided by a particular purchase order. If any of our manufacturers were unable
or unwilling to continue manufacturing our products in required volumes and at high quality levels, we will have to identify, qualify and select acceptable alternative manufacturers. It is possible that an alternate source may not be available to us
when needed or may not be in a position to satisfy our production requirements at commercially reasonable prices and quality. Any significant interruption in manufacturing would require us to reduce our supply of products to our customers, which in
turn could have a material adverse effect on our customer relations, business, financial condition and results of operations.

We recently
moved a portion of our manufacturing to the overseas facilities of our primary contract manufacturer. This transition presents a number of risks, including the potential for a supply interruption or a reduction in manufacturing quality or controls,
any of which would negatively impact our business, customer relationships and results of operations.

We depend on sole source and limited source
suppliers for key components and license technology from third parties. If we are unable to source these components and technologies on a timely basis, we will not be able to deliver our products to our customers.

We depend on sole source and limited source suppliers for key components of our products. Any of the sole source and limited source suppliers upon which
we rely could stop producing our components, cease operations entirely, or be acquired by, or enter into exclusive arrangements with, our competitors. We do not have long-term supply agreements with our suppliers, and our purchase volumes are
currently too low for us to be considered a priority customer by most of our suppliers. As a result, these suppliers could stop selling components to us at commercially reasonable prices, or at all. Any such interruption or delay may force us to
seek similar components from alternate sources, if available at all. Switching suppliers may require that we redesign our products to accommodate the new component, and may potentially require us to re-qualify our products with our customers, which
would be costly and time-consuming. Any interruption in the supply of sole source or limited source components would adversely affect our ability to meet scheduled product deliveries to our customers and would materially and adversely affect our
business, financial condition and results of operations.



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Periodically, we may be required to license technology from third parties to develop new products or
product enhancements. These third-party licenses may be unavailable to us on commercially reasonable terms, if at all. Our inability to obtain necessary third-party licenses may force us to obtain substitute technology of lower quality or
performance standards or at greater cost, any of which could seriously harm the competitiveness of our products and which would result in a material and adverse effect on our business, financial condition and results of operations.

If we fail to accurately predict our manufacturing requirements and manage our inventory, we could incur additional costs, experience manufacturing delays, or lose
revenues.

Lead times for the materials and components that we order through our contract manufacturers may vary significantly and
depend on numerous factors, including the specific supplier, contract terms and market demand for a component at a given time. If we overestimate our production requirements, our contract manufacturers may purchase excess components and build excess
inventory. If our contract manufacturers purchase excess components that are unique to our products or build excess products, we could be required to pay for these excess parts or products and recognize related inventory write-down costs. If we
underestimate our product requirements, our contract manufacturers may have inadequate component inventory, which could interrupt manufacturing of our products and result in delays or cancellations of sales. In prior periods we have experienced
excess inventory write-downs and standard cost revaluations associated with excess or obsolete inventory. This may continue in the future, which would have an adverse effect on our gross margins, financial condition and results of operations.

If our products contain undetected defects, including errors and interoperability issues, we could incur significant unexpected expenses to remedy the
defects, which could have a material adverse effect on our sales, results of operations or financial condition.

Although our products
are tested prior to shipment, they may contain software or hardware errors, defects, or interoperability issues (collectively described as defects) that can only be detected when deployed in live networks that generate high amounts of
communications traffic. We also continue to introduce new products that may have undetected software or hardware defects. Our customers may discover defects in our products after broad deployment and as their networks are expanded and modified. Any
defects in our products discovered in the future, or failures of our customers networks, whether caused by our products or those of another vendor, could result in lost sales and market share and negative publicity regarding our products. For
example, during fiscal 2004, we experienced unusually high repair costs related to the effect of lightning strikes on selected BLC 6000 installations. As a result, we experienced higher than anticipated costs of sales, which management believes were
necessary to maintain customer satisfaction. Any similar occurrence in the future could have a material adverse effect on our business, financial condition and results of operations.

Our business is dependent on the capital spending patterns of telecom operators, and any decrease or delay in capital spending by our customers would adversely affect our operating results and financial condition.

Demand for our products depends on the magnitude and timing of capital spending by telecom service providers as they construct, expand
and upgrade their networks. The capital spending patterns of telecom service providers are dependent on a variety of factors, including:



| |  |  | competitive pressures, including pricing pressures;
| | - |  | ---------------------------------------------------



| |  |  | consumer demand for new services;
| | - |  | ---------------------------------



| |  |  | an emphasis on generating sales from services delivered over existing networks instead of new network construction or upgrades;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------



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| |  |  | the timing of annual budget approvals;
| | - |  | --------------------------------------



| |  |  | evolving industry standards and network architectures;
| | - |  | ------------------------------------------------------



| |  |  | free cash flow and access to external sources of capital; and
| | - |  | -------------------------------------------------------------



| |  |  | completion of major network upgrades.
| | - |  | -------------------------------------

Beginning in late
2000 and continuing into 2004, the telecom industry experienced a severe downturn, and many telecom service providers filed for bankruptcy. Those companies that survived the downturn substantially reduced their investments in new equipment. In
addition, uncertain and volatile capital markets depressed the market values of telecom service providers and restricted their access to capital, resulting in delays or cancellations of certain projects. Because many of our customers are IOCs, their
revenues are particularly dependent upon intercarrier payments (primarily interstate and intrastate access charges) and federal and state universal service subsidies. The FCC and some states are considering changes to both intercarrier payments and
universal service subsidies, and such changes could reduce IOC revenues. Furthermore, many IOCs use government-supported loan programs or grants to finance capital spending. Changes to those programs, such as the United States Department of
Agricultures Rural Utility Service, could reduce the ability of IOCs to access capital. Although the telecom industry has recently demonstrated signs of a recovery from the downturn, any decision by telecom service providers to reduce capital
expenditures, whether caused by economic cycles, changes in government regulations and subsidies, or other reasons, would have a material adverse effect on our business, financial condition and results of operations.

Demand for our products is dependent on the willingness of our customers to deploy new services, the success of our customers in selling new services to their
subscribers, and the willingness of our customers to utilize IP and Ethernet technologies in local access networks.

Demand for our
products is dependent on the success of our customers in deploying and selling services to their subscribers. Our BLC 6000 platform simultaneously supports IP-based services, such as broadband Internet, VoIP, IPTV and FTTP, and traditional voice
services. If end-user demand for IP-based services does not grow as expected or declines and our customers are unable or unwilling to deploy and market these newer services, demand for our products may decrease or fail to grow at rates we
anticipate.

Our strategy includes developing products for the local access network that incorporate IP and Ethernet technologies. If these
technologies are not widely adopted by telecom service providers for use in local access networks, demand for our products may decrease or not grow. As a result, we may be unable to sell our products to recoup our expenses related to the development
of these products and our results of operations would be harmed.

If we fail to maintain proper and effective internal controls, our ability to produce
accurate financial statements on a timely basis could be impaired, which would adversely affect our operating results, our ability to operate our business and our stock price.

Ensuring that we have adequate internal financial and accounting controls and procedures in place to produce accurate financial statements on a timely
basis is a costly and time-consuming effort that needs to be re-evaluated frequently. We have in the past discovered, and may in the future discover, areas of our internal financial and accounting controls and procedures that need improvement.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable
assurance regarding the reliability of our financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our management does not expect that our
internal control over financial reporting



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will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide
only reasonable, not absolute, assurance that the control systems objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provided absolute assurance that misstatements due to error or
fraud will occur or that all control issues and instances of fraud, if any, within the company will have been detected. As discussed below, our management, together with our independent registered public accounting firms, have identified control
deficiencies in the past and may identity additional deficiencies in the future.

In a March 2005 management letter our independent
registered public accounting firm at that time identified certain internal control deficiencies in connection with their audit of our consolidated financial statements for the year ended December 26, 2004. Of those deficiencies, our prior
auditors indicated, without drawing any affirmative conclusion, that three could potentially constitute material weaknesses. Specifically, our prior independent registered public accounting firm indicated that a deficiency relating to segregation of
duties was a likely material weakness, a deficiency relating to preparation of Exchange Act filings could result in a material weakness, and a deficiency relating to the quality of supporting schedules could lead to a
more than a remote likelihood of material misstatement.

During 2005 and 2006, we implemented numerous remedial measures to address
the deficiencies reported in the management letter from our prior independent registered public accounting firm. A list of objectives and remedial measures implemented in 2005 with respect to the matters identified by our prior independent
registered public accounting firm is included under Item 4(b) of this quarterly report. In connection with their audit of our consolidated financial statements for the year ended December 25, 2005, our current independent registered public
accounting firm commented on but did not audit our internal controls. Our current independent registered public accounting firms concerns related to segregation of duties, deficiencies in internal controls and document retention. Our current
independent registered public accounting firm indicated that it considers the matters identified to be significant deficiencies but not material weaknesses. Since receiving the 2006 management letter, we have made further enhancements to our
internal controls, including the hiring of additional finance staff, the formalization of duties and responsibilities, the adoption of new review and reconciliation processes and the implementation of a series of document retention improvements.

We expect that we will be required to comply with Section 404 in connection with our annual report on Form 10-K for our fiscal year
ending December 30, 2007. We are expending significant resources in developing the necessary documentation and testing procedures required by Section 404 of the Sarbanes-Oxley Act. We cannot be certain that the actions we are taking to
improve our internal controls over financial reporting will be sufficient, or that we will be able to implement our planned processes and procedures in a timely manner. In addition, we may be unable to produce accurate financial statements on a
timely basis. Any of the foregoing could cause investors to lose confidence in the reliability of our financial statements, which could cause the market price of our common stock to decline and make it more difficult for us to finance our operations
and growth.

We have recently determined that our past Exchange Act reports on Forms 10-Q and 10-K were consistently filed after the applicable
deadlines set forth in the SEC rules, which could adversely affect us and our investors.

We have determined that our historic method of
calculating the deadline for filing our reports under the Securities Exchange of 1934, as amended, was incorrect. We manage our activities based on a 13-week accounting quarter such that the fiscal period end date is the last Sunday of each quarter
rather than the end of the calendar period. Until the filing of our Quarterly Report on Form 10-Q for the quarter ended March 26, 2006, which was timely filed, we calculated the filing deadline based on the calendar-period end date shown
on our consolidated financial statements and not on our fiscal period end. Beginning with our Form 10-Q for the first quarter of fiscal 2006, we now present our consolidated financial statements and calculate our filing deadlines as of the actual
fiscal period end date. Based on our review of our past filings, we believe that we were one to four days late in filing 14 Quarterly Reports on Form 10-Q and five Annual Reports on Form 10-K (excluding reports previously acknowledged as late
on Form 12b-25). We believe that the miscalculation of



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our filing deadlines met the requirements of a significant deficiency in that it adversely affected our ability to report
financial information within the prescribed time periods. We do not believe that it constituted a material weakness, however, in that it does not increase the likelihood of a misstatement in our consolidated financial statements. We changed our
method of calculating our filing deadlines during the second quarter of fiscal 2006 and timely filed our Quarterly Reports on Form 10-Q for the first, second and third quarters of fiscal 2006. Accordingly, we believe the significant deficiency has
been remedied.

In light of the determination that our historic method of calculating the deadlines for filing our Exchange Act reports was
incorrect, management reevaluated the effectiveness of our disclosure controls and procedures and concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that the information we were required to
report in our Exchange Act reports was reported within the time periods specified in the Securities and Exchange Commissions rules and forms. The late filings had no effect on the accuracy of the information contained in the reports as filed,
however, and management believes that the consolidated financial statements contained in our Exchange Act reports fairly present in all material respect our consolidated financial position, results of operations, and cash flows for the periods
presented.

As a result of these late filings, we expect to be ineligible for certain benefits that are reserved for issuers who have filed
their Exchange Act reports on a timely basis, such as the use of a short form registration statement on Form S-3 for the registration of certain primary and secondary offerings. This is expected to raise our costs associated with future stock
offerings and registrations.

Changes in existing accounting or taxation rules or practices may adversely affect our results of operations.

Changes in existing accounting or taxation rules or practices, or varying interpretations of current rules or practices, could have a
significant adverse effect on our financial results or the manner in which we conduct our business. For example, prior to fiscal 2006, we accounted for options granted to employees using the intrinsic value method, which, given that we generally
granted employee options with exercise prices equal to the fair market value of the underlying stock at the time of grant, resulted in no compensation expense. Beginning in fiscal 2006, we began recording expenses for our stock-based compensation
plans, including option grants to employees, using the fair value method, under which we expect our ongoing accounting charges related to equity awards to employees to be significantly greater than those we would have recorded under the intrinsic
value method. We expect to continue to use stock-based compensation as a significant component of our compensation package for existing and future employees. Accordingly, changes in accounting for stock-based compensation expense under the newer
accounting method are expected to have a material adverse affect on our reported results. Any similar changes in accounting or taxation rules or practices could have a material impact on our consolidated financial results.

The amount of our net operating loss carry-forwards, or NOLs, is uncertain and the contemplated offering of our common stock may jeopardize our ability to use some or
all of our NOLs.

As of September 24, 2006, we had incurred significant losses in the U.S. and we believe we have certain net
operating loss, or NOL, carry-forwards for federal tax purposes and state tax purposes to offset future federal and state taxable income, if any. Our ability to utilize these NOL carry-forwards may be subject to significant limitations under
Section 382 of the Internal Revenue Code if we undergo an ownership change. We may undergo an ownership change if, among other things, stockholders who own or have owned, directly or indirectly, 5% or more of our common stock (with certain
groups of less-than-5% stockholders treated as a single stockholder for this purpose) increase their aggregate percentage ownership of our common stock by more than 50 percentage points above the lowest percentage of the stock owned by these
stockholders at any time during the relevant three-year testing period. In the event of an ownership change, Section 382 imposes an annual limitation on the amount of taxable income a corporation may offset with NOL carry-forwards. Any unused
annual limitation may be carried over to later years until the applicable expiration date for the respective NOL carry-forwards.



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It is possible that past events, such as the merger of Occam CA with Accelerated Networks, our private
placements of preferred stock or other equity transactions triggered an ownership change for purposes of Section 382 of the Internal Revenue Code or that the contemplated offering of our common stock, when taken together with our past equity
transactions, could trigger an ownership change for purposes of Section 382 of the Internal Revenue Code. Any such ownership change would limit our ability to use any U.S. federal and state NOL carry-forwards as described above. Due to possible
limitations on our ability to use any of these NOL carry-forwards, our balance sheets as of December 25, 2005 and September 24, 2006 do not include any deferred tax asset we may have as a result of NOLs. To the extent that these NOLs are
exhausted, we expect to be taxed at the federal and state statutory rates. Even if the contemplated offering of our common stock does not trigger an ownership change, it will increase the likelihood that we may undergo an ownership change for
purposes of Section 382 in the future. Our announcement of an intended public offering does not constitute an offer of any securities for sale and is subject to the completion of the registration statement filed by us with the Securities and
Exchange Commission (SEC) and the effectiveness of that registration statement. There can be no assurance that the registration statement will be declared effective or that the proposed public offering will be completed.

We may pursue acquisitions, which may involve a number of risks. If we are unable to address and resolve these risks successfully, such acquisitions
could have a material adverse impact to our business, results of operations and financial condition.

We may make acquisitions of
businesses, products or technologies to expand our product offerings and capabilities, customer base and business. We have evaluated, and expect to continue to evaluate, a wide array of potential strategic transactions. We have limited experience
making such acquisitions. Any of these transactions could be material to our consolidated financial condition and results of operations. The anticipated benefit of acquisitions may never materialize. In addition, the process of integrating an
acquired business, products or technologies may create unforeseen operating difficulties and expenditures. Some of the areas where we may face acquisition-related risks include:



| |  |  | diversion of management time and potential business disruptions;
| | - |  | ----------------------------------------------------------------



| |  |  | expenses, distractions and potential claims resulting from acquisitions, whether or not they are completed;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | retaining and integrating employees from any businesses we may acquire;
| | - |  | -----------------------------------------------------------------------



| |  |  | issuance of dilutive equity securities or incurrence of debt;
| | - |  | -------------------------------------------------------------



| |  |  | integrating various accounting, management, information, human resource and other systems to permit effective management;
| | - |  | -------------------------------------------------------------------------------------------------------------------------



| |  |  | incurring possible write-offs, impairment charges, contingent liabilities, amortization expense or write-offs of goodwill;
| | - |  | --------------------------------------------------------------------------------------------------------------------------



| |  |  | difficulties integrating and supporting acquired products or technologies;
| | - |  | --------------------------------------------------------------------------



| |  |  | unexpected capital equipment outlays and related costs;
| | - |  | -------------------------------------------------------



| |  |  | insufficient revenues to offset increased expenses associated with the acquisition;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | under-performance problems associated with acquisitions;
| | - |  | --------------------------------------------------------



| |  |  | opportunity costs associated with committing capital to such acquisitions, and
| | - |  | ------------------------------------------------------------------------------



| |  |  | becoming involved in acquisition-related litigation.
| | - |  | ----------------------------------------------------



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Foreign acquisitions involve unique risks in addition to those mentioned above, including those related
to integration of operations across different cultures and languages, currency risks and the particular economic, political and regulatory risks associated with specific countries. We cannot assure that we will be able to address these risks
successfully, or at all, without incurring significant costs, delay or other operating problems. Our inability to resolve any of such risks could have a material adverse impact on our business, consolidated financial condition and consolidated
results of operations.

Business combinations and other financial restructurings by telecom service providers or our competitors could adversely affect
our business.

In recent years, the telecom service provider market has undergone substantial consolidation, illustrated by the merger
of SBC Communications Inc. with AT&T Inc., the merger of SBC Communications (now renamed AT&T) with BellSouth Corporation, and the merger of Verizon Communications Inc. with MCI, Inc. Transactions such as these generally have negative
implications for equipment suppliers like us, including a reduction in the number of potential customers for telecom equipment products, a decrease in aggregate capital spending and greater pricing power by service providers over equipment
suppliers. Continued consolidation of the telecom service provider industry, including among IOC customers which we focus on, could make it more difficult for us to grow our customer base, increase sales of our products and maintain adequate gross
margins.

The telecommunications equipment industry is also characterized by frequent mergers and acquisitions, as illustrated by the
pending merger of Alcatel with Lucent Technologies and the acquisition of Advanced Fibre Communications, Inc. by Tellabs. An acquisition of one of our competitors, or merger between our competitors, could harm our competitive position or cause our
target customers to delay purchases of our products while they assess the impact of the combination. If a larger company with more resources were to acquire a competitor of ours, they may invest additional resources in developing, marketing and
supporting competitive products, which would negatively impact our business, financial condition and results of operations.

Our customers are subject
to government regulation, and changes in current or future laws or regulations that negatively impact our customers could harm our business.

The jurisdiction of the Federal Communications Commission, or FCC, extends to the entire telecommunications industry, including our customers. Future FCC regulations affecting the broadband access industry, our customers, or the service
offerings of our customers, may harm our business. For example, FCC regulatory policies affecting the availability of data and Internet services may impede the penetration of our customers into certain markets or affect the prices they may charge in
such markets. Furthermore, many of our customers are subject to FCC rate regulation of interstate telecommunications services, and are recipients of federal universal service subsidies implemented and administered by the FCC. In addition, many of
our customers are subject to state regulation of intrastate telecommunications services, including rates for such services, and may also receive state universal service subsidies. Changes in FCC or state rate regulations or federal or state
universal service subsidies could adversely affect our customers revenues and capital spending plans. In addition, international regulatory bodies are beginning to adopt standards and regulations for the telecom industry. These domestic and
foreign standards, laws and regulations address various aspects of VoIP and broadband use, including issues relating to liability for information retrieved from, or transmitted over, the Internet. Changes in standards, laws and regulations, or
judgments in favor of plaintiffs in lawsuits against service providers could adversely affect the development of Internet and other IP-based services. This, in turn, could directly or indirectly materially adversely impact the telecom industry in
which our customers operate. To the extent our customers are adversely affected by laws or regulations regarding their business, products or service offerings, our business, financial condition and results of operations would suffer.



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If we fail to comply with regulations and evolving industry standards, sales of our existing and future products could
be adversely affected.

The markets for our products are characterized by a significant number of laws, regulations and standards, both
domestic and international, some of which are evolving as new technologies are deployed. Our products are required to comply with these laws, regulations and standards, including those promulgated by the FCC. For example, the FCC recently required
that all facilities-based providers of broadband Internet access and interconnect VoIP services must meet the capability requirements of the Communications Assistance for Law Enforcement Act by May 14, 2007. Subject to certain statutory
parameters, we are required to make available to our customers, on a reasonably timely basis and at a reasonable charge, such features or modifications as are necessary to permit our customers to meet those capability requirements. In some cases, we
are required to obtain certifications or authorizations before our products can be introduced, marketed or sold. There can be no assurance that we will be able to continue to design our products to comply with all necessary requirements in the
future. Accordingly, any of these laws, regulations and standards may directly affect our ability to market or sell our products.

Some of
our operations are regulated under various federal, state and local environmental laws. Our planned international expansion will likely subject us to additional environmental and other laws. For example, the European Union Directive 2002/96/EC on
waste electrical and electronic equipment, known as the WEEE Directive, requires producers of certain electrical and electronic equipment, including telecom equipment, to be financially responsible for the specified collection, recycling, treatment
and disposal of past and present covered products placed on the market in the European Union. The European Union Directive 2002/95/EC on the restriction of the use of hazardous substances in electrical and electronic equipment, known as the RoHS
Directive, restricts the use of certain hazardous substances, including lead, in covered products. Failure to comply with these and other environmental laws could result in fines and penalties and decreased sales, which could adversely affect our
planned international expansion and our operating results.

We may not be able to protect our intellectual property, which could adversely affect our
ability to compete effectively.

We depend on our proprietary technology for our success and ability to compete. We currently hold 16
issued patents and have several patent applications pending. We rely on a combination of patent, copyright, trademark and trade secret laws, as well as confidentiality agreements and licensing arrangements, to establish and protect our proprietary
rights. Existing patent, copyright, trademark and trade secret laws will afford us only limited protection. In addition, the laws of some foreign countries do not protect proprietary rights to the same extent as do the laws of the U.S. We cannot
assure you that any pending patent applications will result in issued patents, and issued patents could prove unenforceable. Any infringement of our proprietary rights could result in significant litigation costs. Further, any failure by us to
adequately protect our proprietary rights could result in our competitors offering similar products, resulting in the loss of our competitive advantage and decreased sales.

Despite our efforts to protect our proprietary rights, attempts may be made to copy or reverse engineer aspects of our products, or to obtain and use
information that we regard as proprietary. Accordingly, we may be unable to protect our proprietary rights against unauthorized third-party copying or use. Furthermore, policing the unauthorized use of our intellectual property would be difficult
for us. Litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets or to determine the validity and scope of the proprietary rights of others. Litigation could result in substantial costs and
diversion of resources and could have a material adverse effect on our business, financial condition and results of operations.



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We could become subject to litigation regarding intellectual property rights that could materially harm our business.

We may be subject to intellectual property infringement claims that are costly to defend and could limit our ability to use some
technologies in the future. Our industry is characterized by frequent intellectual property litigation based on allegations of infringement of intellectual property rights. From time to time, third parties may assert patent, copyright, trademark or
other intellectual property rights to technologies or rights that are important to our business. In addition, we have agreed, and may in the future agree, to indemnify our customers for any expenses or liabilities resulting from claimed
infringements of patents, trademarks or copyrights of third parties. Any claims asserting that our products infringe, or may infringe on, the proprietary rights of third parties, with or without merit, could be time-consuming, resulting in costly
litigation and diverting the efforts of our management. These claims could also result in product shipment delays or require us to modify our products or enter into royalty or licensing agreements. Such royalty or licensing agreements, if required,
may not be available to us on acceptable terms, if at all.

Our business could be shut down or severely impacted if a natural disaster or other
unforeseen catastrophe occurs, particularly in California.

Our business and operations depend on the extent to which our facilities and
products are protected against damage from fire, earthquakes, power loss and similar events. Some of our key business activities currently take place in regions considered at high risk for certain types of natural disasters. Despite precautions we
have taken, a natural disaster or other unanticipated problem could, among other things, hinder our research and development efforts, delay the shipment of our products and affect our ability to receive and fulfill orders. For example, because the
final assembly and testing of our product line is currently performed in one location in California, any earthquake, fire, other disaster or power outage at this location would have a material adverse effect on our business, financial condition and
results of operations. While we believe that our insurance coverage is comparable to those of similar companies in our industry, it does not cover all natural disasters, in particular, earthquakes and floods.

Our executive officers, directors and their affiliates hold a large percentage of our stock and their interests may differ from other stockholders.

As of September 24, 2006 our executive officers, directors and their affiliates beneficially owned, in the aggregate, approximately 51% of our
outstanding common stock assuming conversion of all outstanding preferred stock. Investment funds affiliated with U.S. Venture Partners, Norwest Venture Partners, New Enterprise Associates and Alta Partners, collectively control approximately 75% of
our outstanding voting stock on an as converted basis. Representatives of U.S. Venture Partners and Norwest Venture Partners are directors of Occam, and Alta Partners has the right to designate a director, although that right has not yet been
exercised. These stockholders have significant influence over most matters requiring approval by stockholders, including the election of directors, any amendments to our certificate of incorporation and significant corporate transactions.

Our stock price may be volatile, and you may not be able to resell shares of our common stock at or above the price you paid.

Our shares of common stock are currently traded on the NASDs OTC Bulletin Board. An active public market for our shares on the OTCBB Market may not
develop or be sustained. In particular, limited trading volumes and liquidity may limit the ability of stockholders to purchase or sell our common stock in the amounts and at the times they wish. Trading volume in our common stock tends to be modest
relative to our total outstanding shares, and the price of our common stock may fluctuate substantially (particularly in percentage terms) without regard to news about us or general trends in the stock market.

The trading price of our common stock is highly volatile and could be subject to wide fluctuations in response to various factors, some of which are
beyond our control. These factors include those discussed in this Risk Factors section of this Quarterly Report and others such as:



| |  |  | quarterly variations in our results of operations or those of our competitors;
| | - |  | ------------------------------------------------------------------------------



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| |  |  | changes in earnings estimates or recommendations by securities analysts;
| | - |  | ------------------------------------------------------------------------



| |  |  | announcements by us or our competitors of new products, significant contracts, commercial relationships, acquisitions or capital commitments;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | developments with respect to intellectual property rights;
| | - |  | ----------------------------------------------------------



| |  |  | our ability to develop and market new and enhanced products on a timely basis;
| | - |  | ------------------------------------------------------------------------------



| |  |  | commencement of, or involvement in, litigation;
| | - |  | -----------------------------------------------



| |  |  | changes in governmental regulations or in the status of our regulatory approvals; and
| | - |  | -------------------------------------------------------------------------------------



| |  |  | a slowdown in the telecom industry or general economy.
| | - |  | ------------------------------------------------------

In recent years, the stock market in general, and the market for technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of
those companies. Broad market and industry factors may seriously affect the market price of our common stock, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the
market price of a particular companys securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our
managements attention and resources.

Future sales of shares by existing stockholders could cause our stock price to decline.

If our existing stockholders sell, or indicate an intention to sell, substantial amounts of our common stock in the public market the trading price of our
common stock could decline. Assuming conversion of all outstanding preferred stock, we had a total of 15,876,874 shares of common stock outstanding as of September 24, 2006. Of these shares, a substantial majority are either freely tradable,
without restriction, in the public market or eligible for registration by us, which would make them freely tradable, without restriction in the public market.

Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable.

Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our management. These provisions include the following:



| |  |  | our board of directors has the right to elect directors to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director,
which prevents stockholders from being able to fill vacancies on our board of directors;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our stockholders may not act by written consent or call special stockholders meetings; as a result, a holder, or holders, controlling a majority of our capital stock would not
be able to take certain actions other than at annual stockholders meetings or special stockholders meetings called by the board of directors, the chairman of the board, the chief executive officer or the president;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our certificate of incorporation prohibits cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | stockholders must provide advance notice to nominate individuals for election to the board of directors or to propose matters that can be acted upon at a stockholders meeting,
which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirers own slate of directors or otherwise attempting to obtain control of our company; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our board of directors may issue, without stockholder approval, shares of undesignated preferred stock; the ability to authorize undesignated preferred stock makes it possible for
our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As a Delaware corporation, we are also subject to certain Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with any holder of 15% or more of its capital
stock unless the holder has held the stock for three years or, among other things, the board of directors has approved the transaction. Our board of directors could rely on Delaware law to prevent or delay an acquisition of us.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Our annual meeting of stockholders originally
scheduled to be held on July 26, 2006 was adjourned and rescheduled because there were insufficient stockholders present in person or represented by proxy to constitute a quorum. The rescheduled annual meeting of stockholders was held on Monday
August 14, 2006. At the annual meeting of stockholders, our stockholders adopted the following resolutions by the respective votes indicated:



| | 1. | To elect seven (7) directors to serve until our next annual meeting of stockholders, or in each case until their successors are duly elected and qualified.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------



|                          |  |            |  |               
|------------------------- |  | ---------- |  | --------------
|NAME                      |  | VOTES FOR  |  | VOTES WITHHELD
|Robert L. Howard-Anderson |  | 11,697,202 |  | 1,323         
|Steven M. Krausz          |  | 11,697,202 |  | 1,323         
|Thomas Pardun             |  | 11,697,202 |  | 1,323         
|Robert B. Abbott          |  | 11,697,202 |  | 1,323         
|Robert E. Bylin           |  | 11,697,202 |  | 1,323         
|Kenneth Cole              |  | 11,697,202 |  | 1,323         
|Brian H. Strom            |  | 11,697,202 |  | 1,323         



| | 2. | To ratify the appointment of Singer Lewak Greenbaum & Goldstein LLP as our independent registered public accounting firm for the 2006 fiscal year.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------



|           |  |               |  |              
|---------- |  | ------------- |  | -------------
|VOTES FOR  |  | VOTES AGAINST |  | VOTES ABSTAIN
|11,683,926 |  | 2,026         |  | 12,573       



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| | 3. | To approve an amendment to our certificate of incorporation to decrease the number of authorized shares of our common stock from 950,000,000 to 250,000,000.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



|           |  |               |  |              
|---------- |  | ------------- |  | -------------
|VOTES FOR  |  | VOTES AGAINST |  | VOTES ABSTAIN
|11,689,779 |  | 7,615         |  | 1,131        



| | 4. | To approve an amendment to our certificate of incorporation to increase the number of authorized shares of our preferred stock from 7,000,000 to 10,000,000.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



|           |  |               |  |              
|---------- |  | ------------- |  | -------------
|VOTES FOR  |  | VOTES AGAINST |  | VOTES ABSTAIN
|11,631,974 |  | 59,570        |  | 6,981        



| | 5. | To approve the amendment and restatement of our certificate of incorporation.
| | -- | -----------------------------------------------------------------------------



|           |  |               |  |              
|---------- |  | ------------- |  | -------------
|VOTES FOR  |  | VOTES AGAINST |  | VOTES ABSTAIN
|11,204,948 |  | 33,856        |  | 459,721      



| | 6. | To approve an amendment to our certificate of incorporation to readopt certain provisions of our certificate of incorporation that require the approval of at least 662/3% of our outstanding voting stock in order to take certain actions under our certificate of incorporation.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|           |  |               |  |              
|---------- |  | ------------- |  | -------------
|VOTES FOR  |  | VOTES AGAINST |  | VOTES ABSTAIN
|11,614,895 |  | 82,581        |  | 1,049        



| | 7. | To ratify and approve the adoption of our 2006 Equity Incentive Plan under which 1,700,000 shares of our common stock have been reserved for issuance, subject to automatic annual
increases as described in the proxy statement.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|           |  |               |  |              
|---------- |  | ------------- |  | -------------
|VOTES FOR  |  | VOTES AGAINST |  | VOTES ABSTAIN
|11,601,083 |  | 89,650        |  | 7,792        



| | 8. | To ratify and approve the adoption of our 2006 Employee Stock Purchase Plan under which 200,000 shares of our common stock have been reserved for issuance, subject to automatic
annual increases as described in the proxy statement.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|           |  |               |  |              
|---------- |  | ------------- |  | -------------
|VOTES FOR  |  | VOTES AGAINST |  | VOTES ABSTAIN
|11,607,674 |  | 83,624        |  | 7,227        



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| | 9. | To ratify and approve a form of indemnification agreement for use by our current and future directors and executive officers.
| | -- | -----------------------------------------------------------------------------------------------------------------------------

|           |  |               |  |              
|---------- |  | ------------- |  | -------------
|VOTES FOR  |  | VOTES AGAINST |  | VOTES ABSTAIN
|11,685,244 |  | 6,548         |  | 6,733        

ITEM 5. OTHER INFORMATION

We recently received approval from The NASDAQ Stock Market LLC to list our
common shares on the NASDAQ Global Market under the symbol OCNW. Our common shares began trading on the NASDAQ Global Market on October 9, 2006 at which time they ceased trading on the NASD Electronic Bulletin Board (OTCBB).



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ITEM 6. EXHIBITS



|            |  |                                                                                                                                                                                                                                  
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Title                                                                                                                                                                                                                    
|10.4        |  | 2006 Equity Incentive Plan and forms of agreements thereunder (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 of the Company filed with the SEC on
September 18, 2006 (File No. 333-134318))
|            | 
|10.5        |  | 2006 Employee Stock Purchase Plan. (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 of the Company filed with the SEC on September 18, 2006 (File No.
333-134318))                           
|            | 
|31.01       |  | Certification of Chief Executive pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                       
|            | 
|31.02       |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                               
|            | 
|32.01       |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                    



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



OCCAM NETWORKS, INC.(Registrant)/s/ Christopher B. FarrellChristopher B. FarrellChief Financial Officer(Principal Financial and Accounting Officer)Dated: October 13, 2006




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EXHIBIT INDEX



|            |  |                                                                                                                                                                                                                                  
|----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Exhibit Title                                                                                                                                                                                                                    
|10.4        |  | 2006 Equity Incentive Plan and forms of agreements thereunder (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 of the Company filed with the SEC on
September 18, 2006 (File No. 333-134318))
|            | 
|10.5        |  | 2006 Employee Stock Purchase Plan. (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 of the Company filed with the SEC on September 18, 2006 (File No.
333-134318))                           
|            | 
|31.01       |  | Certification of Chief Executive pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                       
|            | 
|31.02       |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                               
|            | 
|32.01       |  | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                    



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