Schedule 13G Amendment No. 1

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SEF9lguoU+fWdNa6OLzJlkbBpg2h0koHqnUd9T5ReSZ5mvGEc+txyv5F/8Bb7aK8 i1hl4RnuWT6QZhdy04UsOQ== 0001193125-08-025761.txt : 20080211 0001193125-08-025761.hdr.sgml : 20080211 20080211161205 ACCESSION NUMBER: 0001193125-08-025761 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080211 DATE AS OF CHANGE: 20080211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OCCAM NETWORKS INC/DE CENTRAL INDEX KEY: 0001108185 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 770442752 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60613 FILM NUMBER: 08593627 BUSINESS ADDRESS: STREET 1: 6868 CORTONA DRIVE CITY: SANTA BARBARA STATE: CA ZIP: 93117 BUSINESS PHONE: (805) 692-2900 MAIL ADDRESS: STREET 1: 6868 CORTONA DRIVE CITY: SANTA BARBARA STATE: CA ZIP: 93117 FORMER COMPANY: FORMER CONFORMED NAME: OCCAM NETWORKS INC DATE OF NAME CHANGE: 20020515 FORMER COMPANY: FORMER CONFORMED NAME: ACCELERATED NETWORKS INC DATE OF NAME CHANGE: 20000301 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORWEST VENTURE PARTNERS VIII LP CENTRAL INDEX KEY: 0001176230 IRS NUMBER: 411971716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 525 UNIVERSITY AVENUE STREET 2: SUITE 800 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 650 321-8000 MAIL ADDRESS: STREET 1: C/O NORWEST VENTURE PARTNERS STREET 2: 525 UNIVERSITY AVENUE, SUITE 800 CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13G/A 1 dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 1 Schedule 13G Amendment No. 1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Occam Networks, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

67457P101

(CUSIP Number)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

13G

CUSIP NO. 67457P101


1)		NAME OF REPORTING PERSON Norwest Venture Partners VIII, LP
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3)		SEC USE ONLY
4)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(5) SOLE VOTING POWER 1,909,493
		(6) SHARED VOTING POWER 0
		(7) SOLE DISPOSITIVE POWER 1,909,493
		(8) SHARED DISPOSITIVE POWER 0


9)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,909,493
10)		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.7%
12)		TYPE OF REPORTING PERSON PN

13G

CUSIP NO. 67457P101


1)		NAME OF REPORTING PERSON Itasca VC Partners VIII, LLP
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3)		SEC USE ONLY
4)		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(5) SOLE VOTING POWER 1,909,493
		(6) SHARED VOTING POWER 0
		(7) SOLE DISPOSITIVE POWER 1,909,493
		(8) SHARED DISPOSITIVE POWER 0


9)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,909,493
10)		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.7%
12)		TYPE OF REPORTING PERSON PN

13G

CUSIP NO. 67457P101


1)		NAME OF REPORTING PERSON George J. Still, Jr.
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3)		SEC USE ONLY
4)		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(5) SOLE VOTING POWER 2,009,663
		(6) SHARED VOTING POWER 0
		(7) SOLE DISPOSITIVE POWER 2,009,663
		(8) SHARED DISPOSITIVE POWER 0


9)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,009,663
10)		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.2%
12)		TYPE OF REPORTING PERSON IN

13G

CUSIP NO. 67457P101


1)		NAME OF REPORTING PERSON Promod Haque
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3)		SEC USE ONLY
4)		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(5) SOLE VOTING POWER 2,004,145
		(6) SHARED VOTING POWER 0
		(7) SOLE DISPOSITIVE POWER 2,004,145
		(8) SHARED DISPOSITIVE POWER 0


9)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,004,145
10)		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.2%
12)		TYPE OF REPORTING PERSON IN

13G

CUSIP NO. 67457P101


1)		NAME OF REPORTING PERSON John P. Whaley
2)		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3)		SEC USE ONLY
4)		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		(5) SOLE VOTING POWER 2,009,663
		(6) SHARED VOTING POWER 0
		(7) SOLE DISPOSITIVE POWER 2,009,663
		(8) SHARED DISPOSITIVE POWER 0


9)		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,009,663
10)		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11)		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.2%
12)		TYPE OF REPORTING PERSON IN

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

Item 1

(a)

Name of Issuer:

Occam Network, Inc.

Item 1

(b)

Address of Issuer’s Principal Executive Offices:

77 Robin Hill Road

Santa Barbara, CA 93117

Item 2

(a)

Name of Person Filing:

1. Norwest Venture Partners VIII, LP

2. Itasca VC Partners VIII, LLP

4. George J. Still, Jr.

5. John P. Whaley

6. Promod Haque

Item 2

(b)

Address of Principal Business Office or, if None, Residence:

1. Norwest Venture Partners VIII, LP

3600 IDS Center

80 South Eighth Street

Minneapolis, MN 55402

2. Itasca VC Partners VIII, LLP

525 University Avenue

Suite 800

Palo Alto, CA 94301

3. George J. Still, Jr.

c/o Norwest Venture Partners

525 University Avenue, Suite 800

Palo Alto, CA 94301

4. Promod Haque

c/o Norwest Venture Partners

525 University Avenue, Suite 800

Palo Alto, CA 94301

5. John P. Whaley

3600 IDS Center

80 South Eighth Street

Minneapolis, MN 55402

This statement is filed by Norwest Venture Partners VIII, LP on behalf of all of the persons listed above pursuant to Rule 13d-1(d) and Rule 13d-1(k). Norwest Venture Partners VIII, LP is a Delaware limited partnership, whose general partner is Itasca VC Partners VIII, LLP. George J. Still, Jr. and Promod Haque are the managing partners and John P. Whaley is the managing administrative partner of Itasca VC Partners VIII, LLP.

Item 2

(c)

Citizenship:

1. Norwest Venture Partners VIII, LP: Delaware

2. Itasca VC Partners VIII, LLP: Delaware

3. George J. Still: United States of America

4. Promod Haque: United States of America

5. John P. Whaley: United States of America

Item 2

(d)

Title of Class of Securities:

Common Stock

Item 2

(e)

CUSIP Number:

67457P101

Item 3

Not Applicable


Item 4		Ownership:
		(1) Norwest Venture Partners VIII, LP (“NVP VIII”): At December 31, 2007, NVP VIII owned of record 1,909,493 shares of Issuer’s common stock (“Common Stock”). This amount represents 9.7% of the total shares of Common Stock outstanding at that date. (2) Itasca VC Partners VIII, LLP (“Itasca VC VIII”): At December 31, 2007, Itasca VC VIII may be deemed to have beneficially owned 1,909,493 shares of Common Stock, by virtue of its position as general partner of NVP VIII, the record owner of such shares. This amount represents 9.7% of the total shares of Issuer’s Common Stock outstanding at that date. (3) George J. Still, Jr.: At December 31, 2007, George J. Still, Jr. may be deemed to have beneficially owned 2,009,663 shares of Common Stock consisting of the following: (1) 94,652 shares of Common Stock by virtue of his status as a managing partner of Itasca VC VIII, the general partner of NVP Entrepreneurs Fund VIII, L.P., a Delaware limited partnership (“NVPEF VIII”), the record owner of such shares; (2) 1,909,493 shares of Common Stock by virtue of his status as a managing partner of Itasca VC VIII, the general partner of NVP VIII, the record owner of such shares; and (3) 5,518 shares of Common Stock by virtue of his status as a managing partner of Itasca NEC L.L.C. (“Itasca NEC”), the general partner of Norwest Equity Capital, L.L.C. (“NEC, LLC”), the record owner of such shares. This amount represents 10.2% of the total shares of Issuer’s Common Stock outstanding at that date. (4) Promod Haque: At December 31, 2007, Promod Haque may be deemed to have beneficially owned 2,004,145 shares of Common Stock consisting of the following: (1) 94,652 shares of Common Stock by virtue of his status as a managing partner of Itasca VC VIII, the general partner of NVPEF VIII, the record owner of such shares; and (2) 1,909,493 shares of Common Stock by virtue of his status as a managing partner of Itasca VC VIII, the general partner of NVP VIII, the record owner of such shares. This amount represents 10.2% of the total shares of Issuer’s Common Stock outstanding at that date. (5) John P. Whaley: At December 31, 2007, John P. Whaley may be deemed to have beneficially owned 2,009,663 shares of Common Stock, consisting of the following: (1) 94,652 shares of Common Stock by virtue of his status as managing administrative partner of Itasca VC VIII, the general partner of NVPEF VIII, the record owner of such shares; (2) 1,909,493 shares of Common Stock by virtue of his status as managing administrative partner of Itasca VC VIII, the general partner of NVP VIII, the record owner of such shares; and (3) 5,518 shares of Common Stock by virtue of his status as managing administrative partner of Itasca NEC, the general partner of NEC, LLC, the record owner of such shares. This amount represents 10.2% of the total shares of Issuer’s Common Stock outstanding at that date.

Item 5		Ownership of Five Percent or Less of a Class:

		If this statement is being filed to report the fact that as of the date hereof the reporting persons have ceased to be beneficial owners of more than five percent of the class of securities, check the following [ ].

Item 6		Ownership of More than Five Percent on Behalf of Another Person:

		Not Applicable

Item 7		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

		Not Applicable

Item 8		Identification and Classification of Members of the Group:

		Not Applicable

Item 9		Notice of Dissolution of Group:

		Not Applicable

Item10		Certification:

		Not applicable.

Signature.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.


Date: February 11, 2008

NORWEST VENTURE PARTNERS VIII, LP

By		ITASCA VC PARTNERS VIII, LLP, as general partner

By:		/s/ John P. Whaley
		John P. Whaley, Managing Administrative Partner

AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G to which this Agreement is attached shall be filed by Norwest Venture Partners VIII, LP on its own behalf and on behalf of (a) Itasca VC Partners VII, LLP, a Delaware limited liability partnership, (b) George J. Still, Jr., (c) John P. Whaley and (d) Promod Haque.


Dated: February 11, 2008

NORWEST VENTURE PARTNERS VIII, LP

By		ITASCA VC PARTNERS VIII, LLP

		/s/ John P. Whaley
		John P. Whaley, As Managing Administrative Partner

Itasca VC Partners VIII, LLP

By:		/s/ John P. Whaley
		John P Whaley, as Managing Administrative Partner

		/s/ John P. Whaley
		John P. Whaley, As Attorney-In-Fact for George J. Still, Jr.

		/s/ John P. Whaley
		John P. Whaley, As Attorney-In-Fact for Promod Haque

		/s/ John P. Whaley
		John P. Whaley

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