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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
ACT Networks and Clarent Interoperability
[Graphic depicting an Internet Protocol ("IP") network as a cloud with lines
connecting to a picture of a computer labeled "Clarent(TM) Gatekeeper," a
picture of a computer labeled "Netmeeting Client," a picture of a monitor and a
computer processor labeled "Clarent(TM) Command Center," and pictures of two
computer processors labeled "SX-10 Gateway" and "Clarent(TM) Gateway 400," both
of which are connected to telephone switchboards and telephones. The graphic is
intended to depict several Clarent products connected to an Internet Protocol
(IP) network, which also has ACT Networks products attached to it. The graphic
is intended to illustrate how the Clarent Gateways can exchange IP-based phone
calls with the ACT Networks SX-10 Gateways. These products can also be managed
by the Clarent back-end management system called the Clarent Command Center.]
# # #
Additional Information and Where to Find It
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Clarent plans to file a Registration Statement on SEC Form S-4 in
connection with the merger, 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,
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Clarent Corp.
ACT Networks and Clarent Interoperability
May 8, 2000
Page 2 of 3
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.
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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:
Name Position
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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
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Clarent Corp.
ACT Networks and Clarent Interoperability
May 8, 2000
Page 3 of 3
The following are the directors and executive officers of Clarent:
Name Position
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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;
* 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.
