C COR ELECTRONICS INC
8-K, 1997-07-14
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT
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                                  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)



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