UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement
Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a
Party other than the Registrant
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Check the
appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Carrier Access Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing
Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which the transaction applies:
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(2)
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Aggregate number of securities to which the transaction applies:
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(3)
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Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined):
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(4)
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Proposed maximum aggregate value of the transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Filed by Carrier Access Corporation Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Carrier Access Corporation
Commission File No.: 000-24597
The following is a customer communication issued by Carrier Access Corporation, relating to the proposed merger between Turin Networks, Inc. and Carrier Access pursuant
to the terms of an Agreement and Plan of Merger dated as of December 15, 2007.
December 18, 2007
Dear
<insert customer name>,
On December 17
th
, we publicly announced a definitive agreement for Turin Networks to acquire Carrier Access. While the transaction is subject to the approval by Carrier Access stockholders and
certain other customary closing conditions, we anticipate the closing to occur in the first quarter of 2008.
Todays letter is intended to
reaffirm our commitment of on-going support for our business relationship. If approved by stockholders, we believe this transaction will benefit the customers of both companies. The combination of Carrier Access and Turin Networks creates a
powerful, unified solution for mobile backhaul, fixed mobile convergence, and converged business service delivery, while adding strategic technologies such as pseudowire, VoIP, and access routing to the product portfolio. The benefits of increased
scale will also elevate the companys ability to innovate.
As it pertains to our Converged
Access product lines, we are committed to continued investments in our Adit
®
product line(s). In the first half of 2008, we are working to bring to market the Multi-Service Router card for
our Adit 600. This will allow for SIP and VPN services capabilities to our installed base of more than 100,000 Adit 600s, enabling our customers to take advantage of more efficient network capabilities, while enhancing or extending services to
end users.
With the release of R1.6 of our Adit 3000 family this past November, we are receiving
extremely positive feedback from many customers. They have indicated that we are closing the competitive gap, and are providing additional features that can drive profit at a very cost effective value proposition. In 2008, we expect to add
survivability features and increased capacity and/or protocol variants as requested by our key customers. Our current plans are to continue to provide sustaining engineering and customer support for our classic products, such as the Wide Bank
®
28, and continue to innovate with new go-to-market initiatives such as B
2
Voce, our tailored
integrated access offering for the SMB market.
While we do expect to gain new synergies by consolidating many administrative functions, we are
focused on maintaining continuity in our customer facing assignments. Until and then following closing, we expect to provide on-going support from sales executives and sales engineers that are currently calling on your account. After closing, we
believe that the expanded breadth and depth of resources will allow us to continue to improve upon the agility, support, and responsiveness provided by our corporate functions.
5395 Pearl Parkway Boulder, CO 80301 303-442-5455 www.carrieraccess.com
In closing, I would like to offer our thanks for your business in 2007 and your continued support in 2008 and beyond!
Best Regards,
Michael Mayfield
Senior Vice President
Carrier Access
Additional Information
In connection with the proposed transaction,
Carrier Access will be filing a proxy statement and relevant documents concerning the transaction with the Securities and Exchange Commission (SEC). SECURITY HOLDERS OF CARRIER ACCESS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders can obtain free copies of the proxy statement and other documents when they become available by
contacting Investor Relations, Carrier Access, 5395 Pearl Parkway, Boulder, CO 80301 (Telephone: 303.442.5455). In addition, documents filed with the SEC by Carrier Access are available free of charge at the SECs web site at www.sec.gov.
Carrier Access and its directors, executive officers and certain other members of its management and employees may, under SEC rules, be deemed to be
participants in the solicitation of proxies from Carrier Access stockholders in connection with the transaction, which may be different than those of Carrier Access stockholders generally. Information regarding the interests of such directors
and executive officers is included in Carrier Access proxy statements and Annual Reports on Form 10-K, previously filed with the SEC, and information concerning all of Carrier Access participants in the solicitation will be included in
the proxy statement relating to the proposed transaction when it becomes available. Each of these documents is, or will be, available free of charge at the SECs web site at http://www.sec.gov and from Investor Relations, Carrier Access, 5395
Pearl Parkway, Boulder, CO 80301 (Telephone: 303.442.5455).
5395 Pearl Parkway Boulder, CO 80301 303-442-5455
www.carrieraccess.com
December 18, 2007
Dear
<insert customer name>,
On December 17
th
, we publicly announced a definitive agreement for Turin Networks to acquire Carrier Access. While the transaction is subject to the approval of Carrier Access stockholders and
certain other customary closing conditions, we anticipate the closing to occur in the first quarter of 2008.
Todays letter is intended to
reaffirm our commitment of on-going support for our business relationship. If approved by stockholders, we believe this transaction will benefit the customers of both companies. The combination of Carrier Access and Turin Networks creates a
powerful, unified solution for mobile backhaul, fixed mobile convergence, and converged business service delivery, while adding strategic technologies such as pseudowire, VoIP, and access routing to the product portfolio. The benefits of increased
scale will also elevate the companys ability to innovate.
As it pertains to our Wireless
product lines and solutions, we are committed to our roadmap and continued investments in our FLEXengine, which is the software heart of both the MASTERseries and Axxius
®
product lines. As we bring to market our next software version and follow-on releases, we will be providing our customers with a software upgrade with pseudowire functionality and HSDPA offload capabilities. This new FLEXengine software
release provides for an evolutionary migration path to Metro Ethernet and an additional mechanism to save money on transport costs beyond Abis optimization. In addition, with the ability of the FLEXengine to support remote monitoring and
maintenance, the overall solution is capable of reducing truckrolls and saving both operational and transport spend.
Furthermore, we continue to act in a
partner-friendly model and are open to discussions with partners about the integration of the Carrier Access FLEXengine into other partners hardware for the mutual benefit of joint customers.
While we do expect to gain new synergies by consolidating many administrative functions, we are focused on maintaining continuity in our customer facing assignments.
Until then, and following closing, we expect to provide on-going support from sales executives and sales engineers that are currently calling on your account. After closing, we believe the expanded breadth and depth of resources will allow us to
continue to improve upon the agility, support, and responsiveness provided by our corporate functions.
5395 Pearl Parkway
Boulder, CO 80301 303-442-5455 www.carrieraccess.com
In closing, I would like to offer our thanks for your business in 2007 and your continued support in 2008 and beyond!
Best Regards,
Dave Ratner
Senior Vice President
Carrier Access
Additional Information
In connection with the proposed transaction,
Carrier Access will be filing a proxy statement and relevant documents concerning the transaction with the Securities and Exchange Commission (SEC). SECURITY HOLDERS OF CARRIER ACCESS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders can obtain free copies of the proxy statement and other documents when they become available by
contacting Investor Relations, Carrier Access, 5395 Pearl Parkway, Boulder, CO 80301 (Telephone: 303.442.5455). In addition, documents filed with the SEC by Carrier Access are available free of charge at the SECs web site at www.sec.gov.
Carrier Access and its directors, executive officers and certain other members of its management and employees may, under SEC rules, be deemed to be
participants in the solicitation of proxies from Carrier Access stockholders in connection with the transaction, which may be different than those of Carrier Access stockholders generally. Information regarding the interests of such directors
and executive officers is included in Carrier Access proxy statements and Annual Reports on Form 10-K, previously filed with the SEC, and information concerning all of Carrier Access participants in the solicitation will be included in
the proxy statement relating to the proposed transaction when it becomes available. Each of these documents is, or will be, available free of charge at the SECs web site at http://www.sec.gov and from Investor Relations, Carrier Access, 5395
Pearl Parkway, Boulder, CO 80301 (Telephone: 303.442.5455).
5395 Pearl Parkway Boulder, CO 80301 303-442-5455
www.carrieraccess.com
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