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Filed by Clarent Corporation
Pursuant to Rule 425 under the
Securities Act of 1933
and deemed filed pursuant to
Rule 14a-12 of the
Securities Exchange Act of 1934
Subject Company: ACT Networks, Inc.
Commission File No. 0-25740
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SLIDES USED BY CLARENT CORPORATION
IN CONNECTION WITH SALES PRESENTATIONS
SLIDE ONE
[Clarent Logo] IP Telephony Solutions
Clarent Corporation and ACT Networks:
Market and Technical Overview
SLIDE TWO
[Clarent Logo]
Clarent and ACT Networks:
Corporate Overview
SLIDE THREE
About Clarent and ACT Networks
. Combined focus to enable voice-data convergence
. Market leader in minutes of use for carrier telephony over packet networks
. More than 600 employees in 20+ countries
. Headquarters in Redwood City, California
. Engineering centers in Redwood City, Montreal, Manassas (Virginia), Calabasas
(CA)
SLIDE FOUR
Clarent Strengths
. Industry leader in VoIP minutes - with more than 350 million minutes per
month in May 2000
. Focus on intelligence and applications - building the IP-based Intelligent
Network
. Core tandem switching business model enabling carrier VoIP trunking over IP
. Expanding to Local Loop call control and features in 2000
SLIDE FIVE
ACT Networks Strengths
. Leading provider of integrated access devices for enterprise and carrier
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. Converged voice and data services on a single platform
. QoS routing and flexible data interfaces - OSPF, RIP, ATM, Frame Relay, PPP
. Enabling converged voice-data VPNs for enterprise and carriers
SLIDE SIX
Clarent and ACT Networks
. Centralized provisioning and management of Clarent Command Center
. Diverse features - from Voice VPN, Toll Free to CLASS and Messaging
applications
. Expanded Gateway and Switching functionality - high density Gateways, mid-
range integrated access for voice and data, local loop access technologies
SLIDE SEVEN
Clarent Universe: Depth and Breath 260+ service providers; 65+ countries
[Graphic comprised of four concentric circles. The outer most circle is labeled
"Enterprise" and contains company logo for Samsung, Siemens, Supercom and AT&T.
The next circle is labeled "Next Generation Telcos" and contains logos for Ocen,
China Golden Bridge, Rapid Link Telecommunications, Picus and HSA. The next
circle is labeled "Clearinghouses/Exchanges" and contains logos for AT&T Global
Clearinghouse, Startec, TELLA, ITXC, @gcn, ISPhone and Rapid Link
Telecommunications. The last circle is labeled "Service Providers: Carriers"
and contains logos for Korea Telecom, Singapore Telecom, PLDT, AT&T, Telecom New
Zealand, KDD, China Telecom, Concert, NTT Communications and Telstra. This
graphic is intended to illustrate Clarent's partnerships with a variety of types
of customers in a number of worldwide locations.
SLIDE EIGHT
Clarent and ACT Networks:
Market Opportunities
SLIDE NINE
Combined Market Opportunities
. Leverage Clarent strength in core carrier networks (inside out)
. Jointly increase scale and density of core tandem switching over packet
networks
. Expand presence in enterprise VPN with low-cost, integrated voice router
. Local loop access for carriers
. Address new markets including ATM, Frame
SLIDE TEN
Expanded Tandem [IDD] Voice Model
[Graphic comprised of a circle labeled "Network Operations Center," which
contains two computers, labeled "Clarent Command Center #1" and "Clarent Command
Center #2," linked to two cylinders (used in this and other slides to represent
databases). Two broad arrows extend up from the circle and curve toward the
edges of the slide. The computers and cylinders in the circle are linked
outside the circle to a cloud (used in this and other slides to represent an
Internet Protocol Network) labeled "Data Cloud (Private IP Network or
Internet)." Extending up and to
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the left from the cloud and linked together are a box representing a server, a
box representing an integrated access device, a picture of a computer processor
labeled "Clarent Carrier Gateway," a cloud labeled "Switch or PBX" and, inside a
shaded map that is labeled "Country A (USA)," a picture of a telephone and a
facsimile machine. Extending up and to the right from the cloud and linked
together are a box representing a server, a box representing an integrated
access device, a picture of a computer processor labeled "Clarent Carrier
Gateway," a cloud labeled "Switch or PBX" and, inside a shaded map that is
labeled "Country B (Japan)," a picture of a telephone and a facsimile machine.
This graphic is intended to illustrate Clarent's tandem voice model, where a
Clarent carrier gateway is used to bypass a Class 4 switch, allowing for voice,
fax and data to travel over the IP network.
SLIDE ELEVEN
Integrated Data-Voice VPNs
[Graphic comprised of a circle labeled "Network Operations Center," which
contains two computers, labeled "Clarent Command Center #1" and "Clarent Command
Center #2," linked to two cylinders. The computers and cylinders are connected
to a cloud labeled "Data Cloud (Private IP Network or Internet)," which is
connected on one side to a picture of computer processor labeled "Clarent Call
Manager." Extending up and to the left from the cloud and linked together are a
box labeled "Clarent Call Manager," a box representing an integrated access
device and a box labeled "ACT Voice-Data," which is connected to a telephone and
a facsimile machine located inside a map of the United States, labeled
"Corporate Site A." A broad arrow points in from the map toward the center of
the graphic. Extending up and to the right from the cloud and linked together
are a box, a box representing an integrated access device and a box labeled "ACT
Voice-Data," which is connected to a telephone and a facsimile machine located
inside a map of Japan, labeled "Corporate Site B." A broad arrow points in from
the map toward the center of the graphic. This graphic is intended to
illustrate how Clarent & ACT products enable corporations to utilize an IP
network as a VPN, passing all of their voice, fax and data over a single
network.
SLIDE TWELVE
Integrated Access for Consumers-SME
[Graphic comprised of a circle labeled "Network Operations Center," which
contains two computers, labeled "Clarent Command Center #1" and "Clarent Command
Center #2," linked to two cylinders. The computers and cylinders are connected
to a cloud labeled "Data Cloud (Private IP Network or Internet). Extending up
and to the left from the cloud and linked together are a box representing a
server, a box representing an integrated access device, a picture of a computer
processor labeled "Clarent Call Manager," a box labeled "Broadband Modem" and a
box labeled "CPE," which is connected to a telephone and a facsimile machine
located inside a map of the United States, labeled "Country A (USA)." A broad
arrow points in from the map toward the center of the graphic. Extending up and
to the right from the cloud and linked together are a box representing a server,
a box representing an integrated access device, a picture of a computer
processor labeled "Clarent Call Manager," a box labeled "Broadband Modem" and a
box labeled "CPE," which is connected to a telephone and a facsimile machine
located inside a map of Japan, labeled "Country B (Japan)." A broad arrow
points in from the map toward the center of the graphic. This graphic is
intended to illustrate how Clarent's integrated access
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solution allows consumers and small & medium sized enterprises to send their
voice, fax and data traffic over the IP network, completely bypassing the Public
Switched Telephone Network.
SLIDE THIRTEEN
Market Opportunities
. Carrier Wholesale
. Prepaid-Postpaid
. Large Business VPN
. Small Business IP Centrex
. Consumer Local Loop
. Value Added Services (Messaging, Video, Conferencing, Toll Free, VPN)
SLIDE FOURTEEN
Carrier Value Proposition
. Leverage manageability and centralized provisioning of Clarent Command Center
. Single infrastructure for provisioning applications on IP, MPLS, Frame, ATM
networks
. Integrated billing for voice, data, wireless services
. Address consumer, large business, SME with single integrated platform
SLIDE FIFTEEN
[Clarent Logo]
Clarent and ACT Networks:
Technical Overview
SLIDE SIXTEEN
Clarent's Three Tiered Architecture
[Graphic comprised of three rows. At the far right of the bottom row is the
text "Transport Layer" above the text "POTS V5.2, Tandem Trunking, ADSL,
Wireless, PBX Integration, Switch Bypass, Packet-Switched Terminal, Integrated
Access." To the left of the text is a box labeled "Clarent GW400" connected by
a double arrow to the text "PRI, C7, CAS." Further to the left are two stacked
boxes labeled "Clarent GW100" connected by a double arrow to the text "PBX."
Further to the left are three stacked boxes labeled "MTA" connected by a double
arrow to the text "DSL, Cable FXS." Farthest to the left is a box labeled
"Trunking Gateway" connected by a double arrow to the text "POTS, Tandem." At
the far right of the middle row is the text "Call Control Layer" above the text
"Class 5 Services, Tandem Services, Answer Supervision, Call Control,
Supplementary Service Execution." To the left of the text are two boxes, each
labeled "STP." The STP boxes are connected to the left by double arrows to a
picture of a computer processor labeled "C7 Server." The C7 Server is connected
to the left to four boxes labeled "Tandem Services," "Centrex," "CLASS Services"
and "Call Control." Below the four boxes is the text "MGCP(H.248) - H.323 -
SIP." Another box extends across the top of the four boxes and is labeled
"Clarent Call Manager/Gatekeeper." At the far right of the top row is the text
"IN Layer" above the text "Subscriber Services, Service Classes, VPN, Enhanced
Services, 0800-LNP, LCR, Billing, Management, Provisioning." To the left of the
text are three boxes labeled "OSS," "SCP" and "VAS." The three boxes are
connected to the left
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by a double arrow to a circle labeled "Clarent Command Center," which contains a
picture of a computer. The computer is connected below by a double arrow to the
Clarent Call Manager/Gatekeeper box in the middle row. The Clarent Command
Center circle is connected to the left by a double arrow to two cylinders
labeled "Database." This graphic is intended to show Clarent's overall
architecture broken into three different tiers; an Intelligent Network layer,
including the Clarent Command Center for subscriber services, enhanced services,
billing etc.; a call control layer, consisting of a Clarent Call
Manager/Gatekeeper and a C7 server for class 5 services, tandem services, call
control etc.; and a Transport layer consisting of Clarent Gateways, Trunking
Gateway, MTAs for tandem trunking, ADSL, wireless, PBX integration, integrated
access.]
SLIDE SEVENTEEN
Enhancing the "Three Tiers"
. Clarent Strength in IP-IN
. Adding video, data, and VPN provisioning to the Command Center model
. Centralized control over multi-protocol networks - ATM, Frame, PPP, IP,
MPLS
. Clarent Call Manager-Gatekeeper Call Control
. Standard MGCP and H.323 interfaces for integrated voice-data services
. Clarent market leadership in C7-SS7
SLIDE EIGHTEEN
Enhancing the Three Tiers
. Greatly enhanced transport layer
. Clarent carrier Gateways for network interconnect
. ACT Networks integrated access devices for large and medium enterprise
access
. Opportunities for joint development of high-density voice Gateways and
local loop access technologies for small business
SLIDE NINETEEN
Clarent Command Center
. Intelligent Network Control for Packet Networks
. Subscriber Service Definition
. Call Routing
. Call Rating
. Number Translation
. Service Classes and Control
. IN Services:
. Short code dialing, Toll Free, LNP, Prepaid
SLIDE TWENTY
Clarent Call Manager
. Scaleable, high-density MGCP SoftSwitch
. Media Gateway control and interoperability
. CLASS feature execution
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. Open, configurable State Machine (director set)
. MGCP-based call control of ACT Networks Access devices
. Tandem services for high-density switching
. Local Loop services for features and subscriber management
SLIDE TWENTY ONE
Expanding the Clarent Gateway Family
[Pictures of a Clarent Gateway 100 unit, a Clarent Gateway 400 unit and a
Clarent Gateway 1200 unit are aligned vertically along left of slide]
. Clarent Gateway 1200, 400, 100 for Classic Gateway Applications
. Industry leader with 2 billion minutes annual run rate as of mid 2000
. Integrated IVR and Calling Card capabilities
. Best-in-Class Compression rates of more than 12:1
. 10/100BaseT LAN interface
. Industry standard vocoders and telephony interface capabilities
SLIDE TWENTY TWO
Expanding the Clarent Gateway Family
[Pictures of an ACT Networks 9500 unit, an ACT Networks 9380 unit, an ACT
Networks 9360 unit and an ACT Networks SX-10 unit aligned vertically along left
of slide]
. ACT Networks 9360, 9380, 9500 Integrated Voice-Data routing and legacy access
. ACT SX-10 integrates H.323 access, router, and gateway
. Voice over IP, ATM, PPP, ISDN, & Frame Relay WAN
. Expanded Telephony interface support including FXS/FXO, BRI and PRI
. QoS and Flexible packet switching capabilities
SLIDE TWENTY THREE
Integrating Clarent and ACT Networks Products
. Interoperability between ACT IADs and Clarent Gateways demonstrated via H.323
and Clarent Gatekeeper
. MGCP Interoperability with Clarent Call Manager underway
. Clarent Local Loop and Centrex features on ACT Network access devices
. Centralized control and provisioning through Clarent Command Center
SLIDE TWENTY FOUR
ClarentONE: Combined Companies' Products Will Support Cross-Segment Convergence
[Graphic comprised of a cloud labeled "IP Network," connected to eight pictures.
Connected to the cloud from below are pictures of a computer, a mobile
telephone, and a box representing an integrated access device. The computer and
mobile telephone both are labeled "Mobile User." The integrated access device
box is connected to a telephone and a facsimile machine. A box is connected to
the lower left of the cloud by a line labeled "Broadband Access." The box is
connected to pictures of two laptop computers and to a box labeled "ACT Networks
Integrated Voice-Data Access," which is connected to a picture of a computer
server labeled "PBX/Key System" that is further connected to two pictures of
telephones. This part of the graphic is
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labeled "Large Enterprise." A box labeled "Integrated Access Device" is
connected to the upper left of the cloud by a line labeled "Broadband Access."
The Integrated Access Device is connected to pictures of a telephone, a
facsimile machine and a laptop computer. This part of the graphic is labeled
"Residence or Small/Medium Business." Connected to the top of the cloud is a
picture of a computer processor labeled "Clarent Call Manager." Also connected
to the top of the cloud is a circle labeled "Clarent Command Center" that
contains two computers, each connected to a separate cylinder. Connected to the
upper computer is an arrow pointing toward one of the side of the slide and
labeled "Billing, OSS." Connected to the top right of the cloud is a picture of
a computer processor labeled "Clarent/Act Carrier Gateways." The gateway is
connected to a second cloud labeled "Legacy PSTN," which represents the current
Public Switched Telephone Network, by a line labeled "ISDN, SS7, ..." The Legacy
PSTN cloud is also connected to the Clarent/ACT Carrier Gateways by another
line, labeled "Other Carriers," that connects with and continues beyond the
Clarent/ACT Carrier Gateway. The Legacy PSTN cloud also is connected to two
telephones, each with a picture of a house, labeled "Consumer/Residential,"
located next to it. "Network Operations Center" is above the Clarent Command
Center. This graphic illustrates how service providers can leverage the
converged network to offer benefits to large enterprises, small/medium sized
businesses and residential consumers through broadband access, wireless and the
PSTN. This graphic is intended to illustrate how Clarent & ACT products will
allow for voice, fax and data convergence on IP networks across multiple
segments - Consumer/Residential, Small/Medium Business and Large Enterprises.]
SLIDE TWENTY FIVE
Summary: Combined Value Proposition
. Adding integrated access over multi-protocol data networks to the Clarent
VoIP product family
. Expanding Command Center footprint beyond VoIP - to integrated ATM, IP, Frame
. Providing Clarent enhanced CLASS-CENTREX features to ACT IAD products
. Future development of centrally provisioned VPNs, Local Access, High Density
Tandem
SLIDE TWENTY SIX
Summary: Combined Value Proposition [cont'd]
. Integrates IP-based voice services over any network architecture
. Offers end to end network management features provisioned through centralized
command and control
. Provides extensive scaleability
. Facilitates development of network hosted enhanced services
. Simplified network integration/consolidation
SLIDE TWENTY SEVEN
[Clarent Logo]
Thank You.
# # #
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Additional Information and Where to Find It
-------------------------------------------
Clarent filed a Registration Statement on SEC Form S-4 in connection with
the merger on May 31, 2000, and Clarent and ACT Networks expect to mail a Proxy
Statement/Prospectus to stockholders of ACT Networks containing information
about the merger. Investors and security holders are urged to read the
Registration Statement and the Proxy Statement/Prospectus carefully when they
are available. The Registration Statement and the Proxy Statement/Prospectus
will contain important information about Clarent, ACT Networks, the merger and
related matters. Investors and security holders will be able to obtain free
copies of these documents through the website maintained by the U.S. Securities
and Exchange Commission at http://www.sec.gov. Free copies of the Proxy
Statement/Prospectus and these other documents may also be obtained from Clarent
by mail to Clarent Corporation, 700 Chesapeake Drive, Redwood City, California,
94063, Attention: Investor Relations, telephone: (650) 817-3999.
In addition to the Registration Statement and the Proxy
Statement/Prospectus, Clarent and ACT Networks file annual, quarterly and
special reports, proxy statements and other information with the Securities and
Exchange Commission. You may read and copy any reports, statements or other
information filed by Clarent or ACT Networks at the SEC public reference rooms
at 450 Fifth Street, N.W., Washington, D.C. 20549 or at any of the Commission's
other public reference rooms in New York, New York and Chicago, Illinois. Please
call the Commission at 1-800-SEC-0330 for further information on the public
reference rooms. Clarent's and ACT Networks' filings with the Commission are
also available to the public from commercial document-retrieval services and at
the web site maintained by the Commission at http://www.sec.gov.
Solicitation of Proxies; Interests of Certain Persons in the Merger.
----------------------------------------------------------------------
ACT Networks will be, and certain other persons named below may be,
soliciting proxies from ACT Networks stockholders in favor of the adoption of
the merger agreement. The directors and executive officers of ACT Networks and
the directors and executive officers of Clarent may be deemed to be participants
in ACT Networks' solicitation of proxies.
The following are the directors and executive officers of ACT Networks:
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Name Position
---- --------
Andre de Fusco President, Chief Executive Officer, and Director
William W. Ambrose Director
Archibald J. McGill Director
Frederick W. Gluck Director
Robert Musslewhite Director
Dave Weisman Vice President, Marketing
Alain Gravel Vice President, Engineering
Robert J. Faulk Chief Financial Officer and Vice President,
Finance
Eric Grubel Vice President, Worldwide Sales
Ramin Sadr Chief Technology Officer
The following are the directors and executive officers of Clarent:
Name Position
---- --------
Jerry Shaw-Yau Chang Chief Executive Officer, President and Director
Michael F. Vargo Senior Vice President, Chief Technology Officer
and Director
William R. Pape Director
Wen Chang Ko Director
Syaru Shirley Lin Director
Richard J. Heaps Chief Operating Officer, Chief Financial
Officer, General Counsel and Secretary
Mark E. McIlvane Senior Vice President, Worldwide Sales
Heidi H. Bersin Senior Vice President, Corporate Marketing and
Communications
Mong Hong (Mahan) Wu Senior Vice President and General Manager, Asia
Pacific
Peter K. Bohacek Senior Vice President, Business Development and
Product Marketing
The directors and executive officers of ACT Networks have interests in the
merger, some of which may differ from, or may be in addition to, those of ACT
Networks' stockholders generally. Those interests include:
. in connection with the merger, Andre de Fusco, Alain Gravel, and certain
key engineers have entered or will enter into employment and noncompetition
agreements with Clarent;
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. certain of the directors and executive officers of ACT Networks may own
options to purchase shares of ACT Networks common stock which will become
vested and exercisable in connection with the merger;
. certain of the directors and executive officers of ACT Networks are covered
by severance plans that are triggered in connection with the merger; and
. Clarent has agreed to provide indemnification and director and officer
liability insurance coverage to the directors and executive officers of ACT
Networks following the merger.
