UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 10, 1997
Commission File Number: 0-10726
C-COR Electronics, Inc.
(Exact name of Registrant as specified in its charter)
Pennsylvania 24-0811591
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
60 Decibel Road, State College, Pennsylvania 16801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (814) 238-2461
Title of each class Name of each exchange on which registered
None Not Applicable
<PAGE>
Item 5. Other Events.
The Registrant announced on July 10, 1997 that it will discontinue its digital
fiber optic business, located in Fremont, California, in a phasedown process
which will include disposal of inventory, work force reductions, and
satisfaction of its lease obligation on the facility, all over the next nine
months. The schedule has been designed around enabling the Company to continue
to provide product support and customer service from the Company's State
College, Pennsylvania, facility. The anticipated loss (net of tax effect) on the
disposal of the discontinued business is approximately $4,000,000, or $0.43 per
share (unaudited), which will be included in fourth quarter fiscal year 1997
results.
The Company experienced a loss (net of tax effect) from the digital fiber optic
business of $2,184,000, or $0.22 per share, through the first three quarters of
fiscal year 1997. The loss (net of tax effect) from the discontinued segment for
fiscal year 1996 was $3,095,000 or $0.31 per share. The Company anticipates
additional significant operating losses from the discontinued digital fiber
optic business in the fourth quarter. C-COR expects to announce fiscal year 1997
fourth quarter and year-end results on August 20, 1997.
C-COR President and Chief Executive Officer Scott C. Chandler explained, "The
discontinuation of the digital fiber optic business is being made based on an
assessment of the potential return on continued funding of product development
for C-COR's proprietary digital technology versus other opportunities for
investments in the Company's core business, especially AM fiber optic
technology. The decision is consistent with the Company's ongoing plan to take
action to enhance overall profitability. This move will allow C-COR to better
focus on its core strengths of offering products and services used in the
distribution of voice, video and data, particularly over hybrid fiber coax (HFC)
networks."
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited, in thousands of dollars except share and per share amounts)
<S> <C> <C>
Thirty-nine Fiscal Year
Weeks Ended Ended
March 28, 1997 June 28, 1996
-------------- --------------
NET SALES $ 95,347 $ 139,539
Cost of Sales 75,734 104,852
Selling, general and administrative expenses 11,228 15,917
Research and product development costs 4,258 4,857
Other (income) expense (19) 619
-------------- --------------
91,201 126,245
-------------- --------------
Income from continuing operations before income taxes 4,146 13,294
Income tax expense 703 4,280
-------------- --------------
Income from continuing operations 3,443 9,014
DISCONTINUED OPERATIONS:
Loss from operations of discontinued business segment,
less applicable income tax benefit (2,184) (3,095)
-------------- --------------
Net Income $ 1,259 $ 5,919
============== ==============
NET INCOME (LOSS) PER SHARE:
Continuing operations $ 0.35 $ 0.91
Discontinued operations:
Loss from operations $ (0.22) $ (0.31)
-------------- --------------
Total $ 0.13 $ 0.60
============== ==============
Weighted average number of common shares and common
share equivalents 9,747,000 9,868,000
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
C-COR ELECTRONICS, INC.
(Registrant)
July 14, 1997
/s/ Chris A. Miller, Vice President-Finance,
Secretary and Treasurer (principal financial officer)