Occam Networks (OCNW)

Item 2.05  Costs Associated With Exit or Disposal Activities.

On May 7, 2009, we implemented a reduction-in-force that resulted in the termination of approximately 10% of our work-force. Affected employees were notified on May 7, 2009, and we expect to substantially complete the reduction-in-force during the second quarter of 2009.  The purpose of the workforce reduction is to reduce costs, streamline operations, and improve our cost structure in the current economic and operating environment.

We anticipate recording charges during the second quarter of approximately $0.2 million related to termination benefits paid in connection with the reduction in force.

Forward-Looking Statements Disclaimer

The disclosure contained in this Item 2.05 contains forward-looking statements concerning the expected charges and costs associated with our reduction-in-force.  These forward-looking statements involve risks and uncertainties.  Facts that could cause actual results to differ materially from the statements included in this Item 2.05 disclosure include difficulties encountered in implementing the planned workforce reductions such as litigation or other claims arising out of the reduction.  Further information on potential factors that could affect our future financial results are included in our Annual Report on Form 10-K for the year ended December 31, 2008 and will be included in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, which we expect to file with the Securities and Exchange Commission on or before May 11, 2009.