<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
C-COR ELECTRONICS INC
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
C-COR ELECTRONICS INC
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of 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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] 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.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
[LOGO OF C-COR 60 DECIBEL ROAD
ELECTRONICS INC STATE COLLEGE, PA 16801 USA
APPEARS HERE] 814-238-2461/800-233-2267
September 15, 1995
Dear Shareholder:
It is my pleasure to invite you to attend the 1995 Annual Meeting of
Shareholders of C-COR Electronics, Inc. The meeting will be held on Tuesday,
October 17, 1995, at 9:00 a.m. at the headquarters of C-COR Electronics, Inc.,
60 Decibel Road, State College, Pennsylvania.
This year, you are being asked to elect three Directors to serve for a term
of three years. In addition, I will be giving a report on the status of the
Company's business, followed by an opportunity for shareholders and guests to
comment and ask questions.
It is important that your shares be represented at the meeting, regardless
of the number you may hold. Whether or not you plan to attend, please sign,
date and return your proxy card as soon as possible. This will not prevent you
from voting your shares in person if you attend.
I look forward to meeting with you on October 17.
Sincerely,
/s/ Richard E. Perry
Richard E. Perry
Chairman and Chief Executive Officer
Enclosures
<PAGE>
[LOGO OF C-COR 60 DECIBEL ROAD
ELECTRONICS INC STATE COLLEGE, PA 16801 USA
APPEARS HERE] 814-238-2461/800-233-2267
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OCTOBER 17, 1995
TO THE SHAREHOLDERS:
The Annual Meeting of Shareholders of C-COR Electronics, Inc. will be held
at the offices of the Corporation, 60 Decibel Road, State College,
Pennsylvania, on Tuesday, October 17, 1995, at 9:00 a.m. for the following
purposes:
1. To elect three Directors to serve for a term of three years and until
their successors are elected and qualified.
2. To transact such other business as may properly come before the meeting.
The Board of Directors has fixed September 8, 1995, as the record date for
determining the holders of Common Stock entitled to notice of and to vote at
the meeting and any adjournments. Consequently, only holders of Common Stock
of record on the transfer books of the Corporation at the close of business on
September 8, 1995, will be entitled to notice of and to vote at the meeting
and any adjournments.
Please complete, date and sign the enclosed proxy and return it promptly. If
you attend the meeting, you may vote in person.
/s/ CHRIS A. MILLER
CHRIS A. MILLER
Vice President-Finance,
Secretary and Treasurer
September 15, 1995
<PAGE>
[LOGO OF C-COR 60 DECIBEL ROAD
ELECTRONICS INC STATE COLLEGE, PA 16801 USA
APPEARS HERE] 814-238-2461/800-233-2267
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 17, 1995
This Proxy Statement is furnished to shareholders at the direction and on
behalf of the Board of Directors of C-COR Electronics, Inc., a Pennsylvania
corporation (the "Corporation"), for the purpose of soliciting proxies for use
at the Annual Meeting of Shareholders of the Corporation to be held on
Tuesday, October 17, 1995, at the time and place and for the purposes set
forth in the accompanying Notice of Annual Meeting of Shareholders. This Proxy
Statement and the accompanying proxy are being mailed or given to shareholders
of the Corporation on or about September 15, 1995.
The shares represented by the proxy will be voted if the proxy is received
in time for the meeting. However, any proxy given pursuant to this
solicitation may be revoked at any time before it is exercised by giving
notice of such revocation to the Secretary of the Corporation, by appearing at
the meeting and voting in person, or by returning a later dated proxy.
The persons named in the accompanying proxy will vote as set forth under
"Election of Directors" with respect to the election of Directors. With
respect to other matters which may properly come before the meeting, the
persons named in the accompanying proxy will vote in their discretion.
Only shareholders of record at the close of business on September 8, 1995,
will be entitled to vote at the Annual Meeting. On such date, there were
9,530,226 shares of the Corporation's Common Stock outstanding, each share
being entitled to one vote, except that the holders have cumulative voting
rights in the election of Directors. This means that in the election for the
class of Directors to be elected for a term expiring in 1998, shareholders may
multiply the number of votes to which they are entitled by the number of
Directors to be elected in that class, and the whole number of such votes may
be cast for one nominee or distributed among any two or more nominees in such
class. To cumulate votes in this manner, the proxy must be clearly marked to
indicate the number of votes to be cast for each nominee. Execution of a proxy
giving authority to vote for the nominees named herein will give discretion to
the named proxies to vote shares cumulatively for fewer than all nominees. The
presence at the meeting, in person or by proxy, of the holders of a majority
of the shares of Common Stock outstanding on the record date will constitute a
quorum at the meeting. Votes withheld and abstentions will be counted in
determining the presence of a quorum but will not be voted. Broker non-votes
will not be counted in determining the presence of a quorum and will not be
voted.
Information contained in this Proxy Statement concerning the number of
shares of Common Stock reflects the two-for-one stock split effected on
December 5, 1994.
The cost of preparing and mailing the Notice of Annual Meeting, this Proxy
Statement and form of proxy, will be borne by the Corporation. In addition to
use of the mails, proxies may be solicited by officers, Directors and other
employees of the Corporation by telephone or personal solicitation. No
additional compensation will be paid to such individuals. The Corporation may
also pay persons holding stock in their names, or those of their nominees, for
their expenses in sending proxies and proxy materials to beneficial owners.
1
<PAGE>
ELECTION OF DIRECTORS
Three Directors are to be elected, each Director to hold office for a term
of three years or until his or her successor shall have been elected and
qualified. The shares represented by the proxy will be voted for the nominees
whose names appear herein, unless authority to vote for one or more of such
nominees is specifically withheld in the proxy. The persons designated as
proxies will have the right to vote cumulatively and to distribute their votes
among such nominees as they consider advisable. They reserve full discretion
to cast votes for another person in the event that any nominee is unable to
serve. Management has made no decision as to which, if any, nominees for
Director might be excluded in the event of cumulative voting. All of the
nominees have indicated that they are willing to stand for election, and are
willing to serve, if elected, but if any of them should decline to serve or
become unavailable, an event which the Board of Directors does not anticipate,
the persons named in the proxy will vote for such nominees as may be
designated by the Board of Directors unless the Board of Directors reduces the
number of Directors accordingly.
The following table sets forth information as to nominees for Directors of
the Corporation. The offices referred to in the table are offices of the
Corporation, unless otherwise indicated.
INFORMATION REGARDING DIRECTOR NOMINEES
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
AND BUSINESS DURING YEAR FIRST
LAST FIVE YEARS AND ELECTED AS
NOMINEE AND AGE CURRENT DIRECTORSHIPS DIRECTOR
--------------- --------------------- ----------
<C> <S> <C>
To be elected for a term expiring in 1998:
Anne P. Jones, 60 Telecommunications Consultant, since 1989
October 1994; Partner, Washington, D.C.
office of law firm of Sutherland, Asbill &
Brennan from September 1983 until October
1994; Commissioner, Federal Communications
Commission from March 1979 until May 1983.
Director, Motorola Inc. and IDS Mutual
Fund Group.
Dr. James J. Tietjen, 62 Head of Department of Management and 1987
Engineering Management, The Stevens
Institute of Technology, since August
1994; President and Chief Executive
Officer, SRI International, a non-profit
scientific research firm, from December
1990 to January 1994; President and Chief
Operating Officer, David Sarnoff Research
Center, Inc., a contract research
laboratory, from April 1987 through
November 1990.
John J. Omlor, 60 President and Chief Executive Officer, 1989
John J. Omlor Associates, Ltd., a general
business consulting firm, since 1981;
Executive Vice President and Chief
Financial Officer, Paper Manufacturers
Co., a manufacturer of office consumables
and medical packaging, since September 1987.
Director, Paper Manufacturers Co. and
FCG, Inc.
Continuing Members of the Board of Directors--terms expiring in 1996:
I.N. Rendall Harper, Jr., 57 President, Chief Executive Officer and 1982
Treasurer, American Micrographics Company,
a computer graphics company, since 1977.
Director, Federal Reserve Bank of
Cleveland, Keystone Minority Capital Fund
and Duquesne University.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
AND BUSINESS DURING YEAR FIRST
LAST FIVE YEARS AND ELECTED AS
NOMINEE AND AGE CURRENT DIRECTORSHIPS DIRECTOR
--------------- --------------------- ----------
<C> <S> <C>
Dr. Frank Rusinko, Jr., 64 Senior Scientist and Director, 1990
Carbon Research Center, since
August 1991 and The Anthracite
Institute and The Cooperative
Program in Coal Research, since
July 1992, College of Earth and
Mineral Sciences, The Pennsylvania
State University; President, Intech
EDM, a division of Intech
Technology, N.V., a supplier to the
electrical discharge machining
after-market, from 1989 until
August 1991 and Honorary President
from August 1991 to December 1993;
Chairman, Transor Filter, U.S.A., a
manufacturer of filtration systems,
since August 1991.
Continuing Members of the Board of Directors--terms expiring in 1997:
Richard E. Perry, 65 Chairman since June 1986; Chief 1985
Executive Officer since July, 1985;
President from July 1985 through
December 1992.
Dr. Philip L. Walker, Jr., 71 Evan Pugh Professor Emeritus of 1960
Materials Science, The Pennsylvania
State University, since January
1983.
Donald M. Cook, Jr., 64 President and Chief Operating 1988
Officer, SEMCOR, Inc., a
corporation providing systems
engineering and management
services, since May 1990.
</TABLE>
SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
The following table shows, as of June 30, 1995, as to each Director and
nominee for Director of the Corporation, and as to the Chief Executive Officer
and the executive officers of the Corporation listed in the Summary
Compensation Table included elsewhere in this Proxy Statement, and all of the
Corporation's Directors, Director nominees and executive officers as a group,
the amount and nature of beneficial ownership of the Corporation's Common
Stock owned by such individuals. All stock with respect to which a person has
the right to acquire beneficial ownership within 60 days is considered
beneficially owned by that person for purposes of this table even though such
stock may not be actually outstanding. Unless otherwise noted, all shares are
owned directly or indirectly with sole voting and sole investment power.
<TABLE>
<CAPTION>
AME OF BENEFICIALN AMOUNT AND NATURE OF PERCENT OF
OWNER BENEFICIAL OWNERSHIP CLASS
------------------ -------------------- ----------
<S> <C> <C>
Jack B. Andrews 61,306(1) *
Donald M. Cook, Jr. 6,000(2) *
David J. Eng 4,123(3) *
Daniel W. Finch 14,862(4) *
I.N. Rendall Harper, Jr. 8,000(2)(5) *
Robert E. Hoffman 4,300(6) *
Anne P. Jones 5,000(2) *
Gerhard B. Nederlof 12,161(7) *
John J. Omlor 14,000(2)(8) *
Richard E. Perry 260,631(9) 2.7%
William W. Provett, Jr. 5,454(10) *
Dr. Frank Rusinko, Jr. 5,500(11) *
Dr. James J. Tietjen 8,000(2) *
Dr. Philip L. Walker, Jr. 34,000(2) *
All Directors, Director Nominees and executive
officers as a group (15 persons) 448,017(12) 4.6%
</TABLE>
3
<PAGE>
--------
*Represents less than 1% of the Corporation's Common Stock
(1) Includes options (exercisable at June 30, 1995 or within sixty days
thereof) to purchase 31,306 shares of Common Stock.
(2) Includes options (exercisable at June 30, 1995 or within sixty days
thereof) to purchase 4,000 shares of Common Stock granted pursuant to the
1989 Non-Employee Directors' Non-Qualified Stock Option Plan.
(3) Includes options (exercisable within sixty days after June 30, 1995) to
purchase 4,000 shares of Common Stock and 23 shares of Common Stock held
for Mr. Eng's account in the Corporation's Retirement Savings and Profit
Sharing Plan.
(4) Includes options (exercisable at June 30, 1995) to acquire 1,300 shares
of Common Stock and 2,052 shares of Common Stock held for Mr. Finch's
account in the Corporation's Retirement Savings and Profit Sharing Plan.
(5) Mr. Harper disclaims beneficial ownership of 2,000 shares owned by his
wife.
(6) Includes options (exercisable at June 30, 1995 or within sixty days
thereof) to purchase 4,000 shares of Common Stock.
(7) Includes options (exercisable at June 30, 1995 or within sixty days
thereof) to purchase 10,161 shares of Common Stock.
(8) Includes 10,000 shares of Common Stock held in a deferred benefit plan,
as to which Mr. Omlor has voting and investment power.
(9) Includes options (exercisable at June 30, 1995) to purchase 152,000
shares of Common Stock and 8,631 shares of Common Stock held for Mr.
Perry's account in the Corporation's Retirement Savings and Profit
Sharing Plan.
(10) Includes options (exercisable at June 30, 1995 or within sixty days
thereof) to purchase 4,000 shares of Common Stock, 73 shares of Common
stock held for Mr. Provett's account in the Corporation's Retirement
Savings and Profit Sharing Plan and 930 shares of Common Stock held by
Mr. Provett's spouse.
(11) Includes options (exercisable at June 30, 1995 or within sixty days
thereof) to purchase 3,500 shares of Common Stock granted pursuant to the
1989 Non-Employee Directors' Non-Qualified Stock Option Plan.
(12) Includes the shares referred to in the notes above, and options
(exercisable at June 30, 1995 or within sixty days thereafter) to
purchase 3,000 shares of Common Stock held by, and 180 shares of Common
Stock held in the Corporation's Retirement Savings and Profit Sharing
Plan for the account of, another executive officer of the Corporation.
The Directors and officers disclaim beneficial interest of a total of
2,000 shares owned by, or held for the benefit of, members of their
respective families.
ADDITIONAL INFORMATION
BOARD OF DIRECTORS
The Board of Directors held six meetings during the fiscal year ended June
30, 1995. Each of the incumbent Directors attended over 75% of the meetings of
the Board of Directors and Committees on which they served. Non-employee board
members received an annual retainer of either $6,000 if they did not serve as
the chairperson of any Committee or $6,500 if they served as a chairperson and
$1,000 for each meeting of the Board of Directors or Committees thereof,
during the last fiscal year. In addition, under the 1989 Non-Employee
Directors' Non-Qualified Stock Option Plan, each non-employee Director
receives a grant of options to purchase 1,000 shares of the Corporation's
Common Stock upon their initial election to that position and an annual grant
of options to purchase 250 shares of the Corporation's Common Stock
thereafter. The options granted under the 1989 Non-Employee Directors' Non-
Qualified Stock Option Plan have an exercise price equal to the fair market
value of the Common Stock on the date of grant.
The standing committees of the Board are the Executive Committee, the Audit
Committee, the Compensation Committee and the Strategic Planning Committee.
The members of all of these committees are appointed by the Board. The Board
does not have a Nominating Committee.
4
<PAGE>
EXECUTIVE COMMITTEE
The Executive Committee consists of Richard E. Perry (Chairman), Donald M.
Cook, Jr., I.N. Rendall Harper, Jr. and John J. Omlor. During intervals
between meetings of the Board of Directors, the Executive Committee may
exercise all powers of the Board of Directors in the management of all affairs
of the Corporation in such manner as the Committee deems to be in the best
interests of the Corporation. The Committee met three times during the last
fiscal year.
AUDIT COMMITTEE
The Audit Committee consists of Dr. Philip L. Walker, Jr. (Chairman), Anne
P. Jones and Dr. Frank Rusinko, Jr. The Audit Committee is responsible for
determining the adequacy of corporate accounting, financial and operating
controls and meets with the Corporation's internal and independent auditors to
review the services rendered by them to the Corporation. During the last
fiscal year, the Audit Committee held three meetings.
COMPENSATION COMMITTEE
The Compensation Committee consists of Donald M. Cook, Jr. (Chairman), Anne
P. Jones and Dr. James J. Tietjen. The Compensation Committee is responsible
for managing the Corporation's 1988 Stock Option Plan, the 1989 Non-Employee
Directors' Non-Qualified Stock Option Plan and the Employee Profit Incentive
Plan and approving the salaries of officers of the Corporation. No member of
the Compensation Committee is an executive officer of a company on whose board
an executive officer of the Corporation serves as a director. The Compensation
Committee held five meetings during the last fiscal year.
STRATEGIC PLANNING COMMITTEE
The Strategic Planning Committee, consisting of Dr. James J. Tietjen
(Chairman), I.N. Rendall Harper, Jr., John J. Omlor, Richard E. Perry, Dr.
Frank Rusinko, Jr. and Dr. Philip L. Walker, Jr., permits the Corporation's
management to discuss strategic planning with experienced Directors. The
Committee held two meetings during the last fiscal year.
DEADLINE FOR SHAREHOLDERS' PROPOSALS
The Corporation must receive any proposal which a shareholder wishes to
submit to the 1996 Annual Meeting of Shareholders before May 17, 1996, for
inclusion in the proxy material for that meeting.
PRINCIPAL HOLDERS
The following table sets forth as of September 8, 1995 the beneficial
ownership of the Corporation's Common Stock by each person who is known by the
Corporation to own beneficially more than 5% of the issued and outstanding
shares of the Corporation's Common Stock.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
------------------- -------------------- --------
<S> <C> <C>
FMR Corp. 1,167,360(1) 12.2%
82 Devonshire Street
Boston, MA 02109
Smith Barney Holdings Inc. 937,961(2) 9.8%
388 Greenwich Street
New York, New York 10013
Twentieth Century Companies, Inc. 800,000(3) 8.4%
4500 Main Street
P.O. Box 418210
Kansas City, MO 64141
</TABLE>
--------
(1) Based upon an amended Schedule 13G, dated April 10, 1995, received by the
Corporation from FMR Corp. According to such filing, Fidelity Management &
Research Company ("Fidelity"), a wholly-owned
5
<PAGE>
subsidiary of FMR Corp. and a registered investment adviser, is the
beneficial owner of 731,900 of such shares as a result of acting as
investment adviser or sub-adviser to several registered investment
companies.
(2) Based upon an amended Schedule 13G, dated June 9, 1995, received by the
Corporation from The Travelers Group, Inc. ("Travelers"). Smith Barney
Holdings Inc., a wholly-owned subsidiary of Travelers, and Travelers, both
disclaimed beneficial ownership of such shares in a statement included in
the same filing.
(3) Based upon a Schedule 13G, dated February 10, 1995, received by the
Corporation from Twentieth Century Companies, Inc. ("TCC"). According to
such filing, the shares indicated are held by an investment company client
of Twentieth Century Investors, Inc. ("TCI"), a subsidiary of TCC. TCC,
TCI, Investors Research Corporation, a subsidiary of TCC, and Mr. James E.
Stovers, Jr., the owner of approximately 60% of the voting stock of TCC,
all disclaimed beneficial ownership of the shares indicated in a statement
included in the same filing.
EXECUTIVE COMPENSATION AND OTHER INFORMATION
REPORT OF BOARD OF DIRECTORS' COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
The Compensation Committee (the "Committee") is comprised of Mr. Cook,
Chairman, Dr. Tietjen and Ms. Jones, none of whom is or has been an officer or
employee of the Corporation.
The primary role of the Committee is to determine the compensation of the
executives of the Corporation and its subsidiaries. The Committee is
responsible for reviewing pay levels for senior executives, overseeing the
Employee Profit Incentive Plan, the 1988 Stock Option Plan, the 1989 Non-
Employee Directors' Non-Qualified Stock Option Plan, and recommending to the
full Board of Directors appropriate actions to achieve a sound executive
compensation policy in support of the Corporation's short- and long-term
business objectives.
The executive compensation programs of the Corporation are designed to
achieve three fundamental objectives: (1) attract and retain qualified
executives; (2) motivate performance to achieve specific strategic objectives
of the Corporation; and (3) align the interests of senior management with the
long-term interests of the Corporation's shareholders. At present, the basic
components of the Corporation's executive compensation program are base
salaries, a profit incentive plan, and long-term incentive compensation. The
Corporation also provides broad-based employee benefit plans and certain other
executive benefit plans. The Committee has determined that compensation for
the Chief Executive Officer and other executive officers should be weighed in
favor of more "pay at risk" or "variable pay."
Base Salary: The Committee's philosophy is to set the base salary for
officers below the median for comparable companies, and to give officers the
opportunity to exceed this median via the officers' allocation under the
Profit Incentive Plan ("Profit Plan"). The Committee determined the base
salaries of the executive officers who joined the Corporation during fiscal
1995 after reviewing the salary structure of the Corporation and salary levels
for similar positions at comparable companies.
Profit Plan: Under the Profit Plan in effect for the fiscal year ended June
30, 1995, all active employees are eligible to participate in the Profit Plan.
The Profit Plan provides variable compensation based on the pre-tax earnings
of the Corporation and is used to focus management's and all other employees'
attention on profits and the effective use of assets. Payments are allocated
from a pool determined on Corporation-wide performance and calculated as a
percentage of pre-tax profit. No pool is created if profits before tax and
Profit Plan costs are less than $2 million or are less than 60 percent of the
prior year's profits. The pool is increased as profits improve when compared
to the prior year. The minimum pool is 10 percent of pre-tax, pre-Profit Plan
costs with a maximum of 20 percent. Of the total Profit Plan pool, 2.5 percent
per officer is allocated to the officers' portion of the pool. Each employee's
payout is the ratio of his or her base earnings to the total base earnings of
all employees in their pool. The payout is capped at 35 percent of each
employee's base pay, except for officers whose cap is 75 percent of base pay--
thus making the officers' total compensation more dependent on profit
6
<PAGE>
improvements. Quarterly payments of the Profit Plan cannot exceed one-eighth
of the year's forecasted pool and must be approved by the Committee.
Long-Term Incentive Compensation: The Committee administers the
Corporation's 1988 Stock Option Plan (the "Plan"). The purposes of the Plan
are to benefit the Corporation by providing increased incentive to certain key
employees, to aid the Corporation in attracting and retaining qualified
employees and to promote the identification of such persons' interests with
those of the Corporation's shareholders. All key employees of the Corporation
are eligible to receive stock options, which are granted at a price equal to
the current fair market value of the Corporation's stock and will be of value
to the employee only if the stock value increases over time. Stock option
awards generally vest over a five-year period and expire in ten years.
Consistent with the purposes of the Plan, options were granted to certain of
the Corporation's executive officers during fiscal 1995.
The Corporation has a Supplemental Retirement Plan for a select group of
management. Participants who have been such for ten years and remain employees
until age 65, will receive a supplemental retirement benefit of $18,000 a year
payable for fifteen years. Participants who have been such for five years and
are 60 or older or who have been a participant for ten years and are 55 or
older, may elect to retire and receive a reduced supplemental retirement
benefit. The years of service requirements were waived for three executive
officers who had participated in the Supplemental Retirement Plan prior to the
amendment of such plan to include years of service requirements. Beneficiary
benefits are a part of this plan.
The Corporation maintains certain broad-based employee benefit plans in
which senior executives participate. These plans include a Retirement Savings
& Profit Sharing Plan, life and health insurance plans, and change of control
agreements. These plans are not directly tied to the Corporation's
performance.
Chief Executive Compensation: The Corporation had entered into an employment
agreement with Richard E. Perry. The agreement provided for employment,
beginning on July 1, 1990, for four years at an annual salary of $200,000
during the period that Mr. Perry served as Chairman of the Board, President
and Chief Executive Officer, and an annual salary of $100,000 during the
period after Mr. Perry ceased to be the Chief Executive Officer. The agreement
provided that Mr. Perry (or his surviving spouse) is entitled to receive
certain additional annual payments after his retirement. The Corporation has
renewed and extended Mr. Perry's employment agreement for an additional period
ending October 31, 1997 on substantially the same terms.
In addition, the Corporation and Mr. Perry have entered into an agreement
providing that in the event of a subsequent change in control (defined as
ownership of 30 percent or more of the Corporation's voting stock) or merger,
sale of substantially all the assets of the Corporation or change in a
majority of Directors, which results within one year in involuntary
termination of employment, he shall be entitled to receive two times his then
annual salary plus any awards under any incentive compensation plans,
continuation for two years of medical and other insurance coverage plus cash
sufficient to purchase a paid-up annuity of $1,000 a month for life.
In fiscal year 1995, Mr. Perry earned $146,486 from the Profit Plan per the
formula discussed under the Profit Plan.
Submitted by,
Donald M. Cook, Jr., Chairman
Anne P. Jones
James J. Tietjen
7
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the compensation
received by certain executive officers of the Corporation.
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
--------------------------------------- ------------
ALL
OTHER OTHER
NAME AND ANNUAL COMPEN-
PRINCIPAL COMPEN- OPTIONS SATION
POSITION YEAR SALARY($) BONUS($) SATION($)(1) (#) ($)(2)
--------- ---- --------- -------- ------------ ------------ -------
<S> <C> <C> <C> <C> <C> <C>
Richard E. Perry 1995 $200,000 $146,486 $ 7,200 -- $ 8,199
Chairman & 1994 $200,000 $ 72,277 $ 7,200 50,000 $ 6,287
Chief Executive Officer 1993 $200,000 $ 60,434 $ 7,200 -- $ 6,561
Gerhard B. Nederlof 1995 $ 92,803 $ 93,066(3) $13,000 4,804 --
Vice President-- 1994 $ 92,803 -- $13,000 5,750 --
International 1993 $ 86,275 -- $13,000 3,500 --
Jack B. Andrews(4) 1995 $ 95,696 $ 78,682 -- 4,306 $ 7,478(5)
Vice President--Finance, 1994 $ 95,593 $ 36,845 -- 6,875 $ 4,031
Secretary and Treasurer 1993 $ 92,104 $ 27,813 -- 3,500 $ 5,605
Robert E. Hoffman(6) 1995 $ 90,000 $ 73,441(7) -- 23,500 $12,849(8)
Vice President--Engi-
neering
William W. Provett, 1995 $ 93,982 $ 66,439 -- -- $16,681(10)
Jr.(9)
Vice President--Opera- 1994 $ 20,769 -- -- -- --
tions
and Manufacturing
Daniel W. Finch(11) 1995 $111,109 $ 48,005 $ 4,050 1,304 $ 6,486(12)
President and 1994 $113,264 $ 35,192 $ 2,700 11,125 $52,016
Chief Operating Officer 1993 $ 94,725 $ 8,500 -- 3,500 $ 4,298
David J. Eng(6) 1995 $ 76,155 $ 51,064 -- 23,500 $45,890(13)
Vice President--
Sales and Marketing
</TABLE>
--------
(1) Represents agreed upon payments for car allowance and other amounts
described below.
(2) Consists of matching contributions to the Corporation's Retirement
Savings and Profit Sharing Plan and other amounts described below.
(3) Represents a bonus paid to Mr. Nederlof pursuant to the terms of his
employment agreement with the Corporation. See "Employment Contracts and
Termination of Employment Arrangements."
(4) Mr. Andrews retired from his positions with the Corporation effective
July 1, 1995.
(5) Mr. Andrews' fiscal 1995 compensation also included $150 as a perfect
attendance bonus and $150 as a healthy employee bonus.
(6) Mr. Hoffman joined the Corporation on June 27, 1994 and Mr. Eng joined
the Corporation on August 22, 1994. No compensation was paid by the
Corporation to Messrs. Hoffman or Eng in fiscal years 1994 and 1993.
(7) Includes a signing bonus of $10,000.
(8) Mr. Hoffman's fiscal 1995 compensation also included $9,840 for
reimbursement of moving expenses and $210 of shared travel savings.
(9) Mr. Provett resigned from his position with the Corporation effective
June 9, 1995.
(10) Mr. Provett's fiscal 1995 compensation also included $12,581 for
reimbursement of moving expenses. Does not include severance of $30,000
paid to Mr. Provett in connection with his resignation.
8
<PAGE>
(11) Mr. Finch was elected President and Chief Operating Officer in January
1994; prior to that, he was Vice President of the Corporation and
President of C-COR/COMLUX, Inc. Mr. Finch resigned from his positions
with the Corporation effective March 31, 1995.
(12) Mr. Finch's fiscal 1995 compensation also included $838 for reimbursement
of moving expenses, and $150 as a perfect attendance bonus. Does not
include severance paid to Mr. Finch in connection with his resignation.
See "Employment Contracts and Termination of Employment Arrangements."
(13) Mr. Eng's fiscal 1995 compensation also included $44,955 for
reimbursement of moving expenses.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth information concerning the grant of stock
options under the Corporation's 1988 Stock Option Plan to the executive
officers named in the summary compensation table.
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE VALUE
AT ASSUMED
ANNUAL RATES
OF STOCK PRICE
APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM(2)
----------------------------------------- -------------------
% OF TOTAL
OPTIONS
GRANTED TO EXERCISE
OPTIONS EMPLOYEES OR BASE
GRANTED(1) IN FISCAL PRICE EXPIRATION
NAME (#) YEAR ($/SH) DATE 5%($) 10%($)
---- ---------- ---------- -------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Richard E. Perry -- -- -- -- -- --
Gerhard B. Nederlof 1,304 .7% $ 12.50 8/15/04 $ 10,251 $ 25,978
3,500 1.8% $ 27.25 6/20/05 $ 59,980 $ 152,003
Jack B. Andrews 4,306 2.2% $ 12.50 8/15/04(3) $ 33,850 $ 85,783
Robert E. Hoffman 20,000 10.2% $11.6875 6/27/04 $ 147,004 $ 372,537
3,500 1.8% $ 27.25 6/20/05 $ 59,980 $ 152,003
William W. Provett, Jr. -- -- -- -- -- --
Daniel W. Finch 1,304 .7% $ 12.50 8/15/04(4) $ 10,251 $ 25,978
David J. Eng 20,000 10.2% $ 14.375 8/22/04 $ 180,807 $ 458,201
3,500 1.8% $ 27.25 6/20/05 $ 59,980 $ 152,003
</TABLE>
--------
(1) Represent options granted under the Corporation's 1988 Stock Option Plan
to acquire shares of Common Stock. The options were granted at an exercise
price equal to the fair market value of the Corporation's Common Stock on
the date of grant. Unless otherwise indicated, the options become
exercisable in increments of 20% per year over five years, beginning with
the first anniversary of the date of grant.
(2) The amounts shown under these columns are the result of calculations at
the 5% and 10% rates required by the Securities and Exchange Commission
and are not intended to forecast future appreciation of the Corporation's
stock price.
(3) As a result of Mr. Andrews' retirement, the options indicated will expire
on February 29, 1996.
(4) As a result of Mr. Finch's resignation, the options indicated expired
without exercise on March 31, 1995.
9
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES
The following table sets forth information concerning the exercise of stock
options granted under the Corporation's 1988 Stock Option Plan and 1980
Amended Stock Option Plan by the executive officers named in the table.
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF UNEXERCISED
UNEXERCISED IN-THE-MONEY(2)
OPTIONS OPTIONS
AT AT
FY/END (#) FY/END ($)
SHARES ACQUIRED EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) VALUE REALIZED ($)(1) UNEXERCISABLE UNEXERCISABLE (3)
---- --------------- --------------------- ------------- -----------------
<S> <C> <C> <C> <C>
Richard E. Perry 45,000 $1,045,500 152,000/0 $ 3,175,250/$0
Gerhard B. Nederlof 1,750 $ 35,600 9,000/25,604 $191,051/$436,885
Jack B. Andrews 56,375 $1,897,334 7,600/23,706(4) $157,413/$447,165
Robert E. Hoffman -- -- 4,000/19,500 $ 63,250/$249,750
William W. Provett, Jr. -- -- 4,000/0 $ 72,800/$0
Daniel W. Finch 17,250 $ 238,534 1,300/0(5) $ 26,912/$0
David J. Eng -- -- 0/23,500 $ 0/$263,375
</TABLE>
--------
(1) Represents the market value of option shares at exercise date, less the
exercise price. The value realized was determined without consideration of
taxes payable as a result of exercise.
(2) "In-the-Money" options are options with an exercise price less than the
market price of the Corporation's Common Stock at June 30, 1995.
(3) Represents the market value of $27.50 per share as of June 30, 1995, less
the exercise price.
(4) The options indicated are exercisable until February 29, 1996.
(5) The options indicated are exercisable until September 30, 1995.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS
The Corporation and Mr. Perry entered into an employment agreement in 1990.
This agreement and an agreement regarding any "changes in control" are
included in the "Report of Directors' Compensation Committee on Executive
Compensation" under "Executive Compensation and Other Information."
The Corporation and Mr. Nederlof entered into an employment agreement in
1992. The agreement, which is for a term of five years expiring on December
31, 1996, provides for a current annual base salary of approximately $93,000
and an annual bonus based upon a percentage of the adjusted pre-tax profits
generated by the Corporation's International division, C-COR Europe B.V. The
employment agreement also provides for certain reduced annual bonus payments
upon termination of Mr. Nederlof's employment (other than for cause) for each
of the years remaining in the term of the agreement following such
termination.
In connection with his resignation, the Corporation entered into an
agreement with Mr. Finch in April 1995. Pursuant to the terms of the
agreement, the Corporation paid to Mr. Finch severance in the amount of
$101,250, representing nine months of his base salary, and an additional
$20,000 in lieu of profit sharing plan payments to which Mr. Finch would have
been entitled if his employment had continued.
In addition, the Corporation has a change of control agreement with each of
the other officers which becomes effective upon a change in control of the
Corporation, as defined in the agreement. In the event an officer is
terminated involuntarily within eighteen (18) months after a change in
control, the officer shall be entitled to: (a) two (2) times annual salary;
(b) two (2) times the Corporation's contribution to the officer's
10
<PAGE>
Retirement Savings & Profit Sharing Plan; (c) the sum of the prior two (2)
years' award from the Profit Incentive Plan; (d) twenty-four (24) months'
coverage under the Corporation's various health insurance plans; (e) benefits
payable under the Supplemental Retirement Plan, even if not yet attaining age
55; and (f) all outstanding stock options become immediately exercisable. If
the officer resigns within eighteen (18) months after a change in control, the
officer shall be entitled to the same benefits as from an involuntary
termination if: (a) the officer determines there has been a significant change
in his/her responsibilities or duties; or (b) the officer's base salary is
reduced by more than ten percent (10%); or (c) if the officer is required to
relocate more than forty (40) miles from his/her former place of work. The
Corporation is responsible for up to $500,000 of the fees and expenses of
counsel (plus the "grossed up" amount to cover federal and state income taxes)
that the officer incurs in the enforcement of his/her rights under this
agreement by litigation or other legal action.
COMPLIANCE WITH SECTION 16(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's Directors and officers, and persons who own more than ten
percent of a registered class of the Corporation's equity securities, to file
with the Securities and Exchange Commission ("SEC") initial reports of
ownership and reports of changes in ownership of Common Stock and other equity
securities of the Corporation. Officers, Directors and greater than ten-
percent shareholders are required by SEC regulation to furnish the Corporation
with copies of all Section 16(a) forms they file. To the Corporation's
knowledge, based solely on a review of the copies of such reports furnished to
the Corporation and written representations that no other reports were
required during the fiscal year ended June 30, 1995, all Section 16(a) filing
requirements applicable to its officers, Directors and greater than ten-
percent beneficial owners were complied with.
INDEPENDENT AUDITORS
KPMG Peat Marwick LLP, independent certified public accountants, audited the
consolidated financial statements of the Corporation for the fiscal year ended
June 30, 1995. Representatives of KPMG Peat Marwick LLP are expected to attend
the 1995 Annual Meeting of Shareholders, will have the opportunity to make a
statement if they desire to do so and are expected to be available to answer
appropriate questions. The Board of Directors has selected KPMG Peat Marwick
LLP as the independent public accountants to audit the Corporation's
consolidated financial statements for the fiscal year ended June 28, 1996.
11
<PAGE>
PERFORMANCE GRAPH
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN
AMONG C-COR ELECTRONICS, INC.,
NASDAQ MARKET INDEX AND PEER GROUP INDEX
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
COMPANY 1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
C-COR ELECTRONICS, INC. $ 100 $ 50.00 $ 115.91 $ 132.95 $ 225.00 $ 500.00
NASDAQ MARKET $ 100 $ 94.22 $ 101.52 $ 124.62 $ 136.66 $ 160.27
PEER GROUP $ 100 $ 96.86 $ 99.18 $ 88.72 $ 116.98 $ 148.62
</TABLE>
[GRAPH APPEARS HERE]
ASSUMES $100 INVESTED ON JULY 1, 1990
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING JUNE 30, 1995.
Peer Group consists of the following equipment vendors as listed in
Multichannel News (which are publicly-traded and have been publicly-traded
for the entire comparison period): ADC Telecommunications, Incorporated,
Augat Inc., Compression Labs, Inc., Northern Telecom Ltd., Oak Industries,
Inc., Philips Electronics, NV (NY Shares), PICO Products, Inc., Pioneer
Electronic Corp. (ADR), Scientific-Atlanta, Inc., Varian Associates, Inc.,
Wegener Corporation and Zenith Electronics Corporation. The companies
comprising the peer group may change from year to year based upon the
criteria specified above.
12
<PAGE>
OTHER MATTERS
Management does not know of any matters to be brought before the meeting
other than those referred to herein. If any other matters properly come before
the meeting, the persons designated as proxies will vote thereon in accordance
with their best judgment.
It is important that proxies be returned promptly. Each shareholder who does
not expect to attend the meeting in person is urged to sign and date the
enclosed form of proxy and return it by mail. No postage is necessary if it is
mailed in the United States.
By order of the Board of Directors,
/s/ CHRIS A. MILLER
CHRIS A. MILLER
Vice President-Finance,
Secretary and Treasurer
September 15, 1995
13
<PAGE>
P R O X Y
C-COR ELECTRONICS, INC.
STATE COLLEGE, PA
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION FOR
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 17, 1995
The undersigned hereby appoints Richard E. Perry, Dr. Philip L. Walker, Jr.
and Donald M. Cook, Jr., and each of them, attorneys and proxies, with power of
substitution in each of them to vote and act for and on behalf of the
undersigned at the Annual Meeting of Shareholders of C-COR Electronics, Inc. to
be held on Tuesday, October 17, 1995, and at all adjournments thereof,
according to the number of shares which the undersigned would be entitled to
vote if then personally present, as indicated hereon and in their discretion
upon such other business as may come before the meeting, all as set forth in
the notice of the meeting and in the proxy statement furnished herewith, copies
of which have been received by the undersigned; hereby ratifying and confirming
all that said attorneys and proxies may do or cause to be done by virtue
hereof.
IT IS AGREED THAT UNLESS OTHERWISE MARKED ON THE REVERSE HEREOF SAID
ATTORNEYS AND PROXIES ARE APPOINTED WITH AUTHORITY TO VOTE FOR THE ELECTION OF
DIRECTORS AND TO VOTE IN THEIR DISCRETION ON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BECOME BEFORE THE MEETING.
(PLEASE FILL IN, SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE AND RETURN
IT PROMPTLY IN THE ENCLOSED ENVELOPE)
-----------
SEE REVERSE
SIDE
-----------
<PAGE>
[X] PLEASE MARK YOUR ++ +
VOTES AS IN THIS + +
EXAMPLE. +++++
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES AND PROPOSAL LISTED
---
BELOW.
FOR ALL NOMINEES WITHHOLD AUTHORITY
1. Election of [_] [_]
Directors:
FOR all nominees listed below (except as marked to the contrary below)
Nominees: For a term expiring in 1998: Anne P. Jones, Dr. James J. Tietjen,
John J. Omlor
To withhold authority to vote for any individual nominee, write that
nominee's name in the space below.
2. In their discretion, the proxies
are authorized to vote upon
such other business as may
properly come before the
meeting.
-------------------------------------------------------------------------------
SIGNATURE(S) _____________________________________________DATED____, (SEAL)
_____________________________________________DATED____, (SEAL)
Note: Signature should be the same as the name printed above: executors,
administrators, trustees, guardians, attorneys and officers of
corporations should add their title when signing.
