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As filed with the Securities and Exchange Commission on October 16, 1998
Registration No. 333-
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________________
C-COR ELECTRONICS, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Pennsylvania 24-0811591
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(STATE OR OTHER JURISDIC- (I.R.S. EMPLOYER
TION OF INCORPORATION OR IDENTIFICATION NO.)
ORGANIZATION)
60 Decibel Road
State College, Pennsylvania 16801
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
C-COR Electronics, Inc.
Incentive Plan
--------------------------
(FULL TITLE OF THE PLAN)
Chris A. Miller
Vice President-Finance, Secretary
and Treasurer
C-COR Electronics, Inc.
60 Decibel Road
State College, Pennsylvania 16801
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(NAME AND ADDRESS OF AGENT FOR SERVICE)
(814) 238-2461
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(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
with a copy to:
Rhonda R. Cohen, Esquire
Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street, 51st Floor
Philadelphia, Pennsylvania 19103
(215) 665-8500
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registra-
Registered Registered(1) Share Price tion Fee
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.10 1,488,853 $10.3125(2) $15,353,796.57(2) $4,529.37
per share shares
</TABLE>
_____________________________________________________________________
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement shall be deemed to cover an indeterminate number
of additional shares of Common Stock issuable in the event the number
of outstanding shares of the Registrant is increased by stock split,
reclassification, stock dividend and similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee.
In accordance with Rule 457(c), the price shown is based upon the
average of the high and low price of C-COR Electronics, Inc. Common
Stock on October 9, 1998, as reported on the NASDAQ National Market
System.
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PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of this
Registration Statement will be given or sent to all persons who participate in
the C-COR Electronics, Inc. Incentive Plan (the "Plan").
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
----------------------------------------
The following documents filed with the Commission pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") by C-COR Electronics, Inc.
(the "Company") (File No. 0-10726) are incorporated herein by reference: (1) the
Company's Annual Report on Form 10-K for the year ended June 26, 1998; (2) the
Company's Current Report on Form 8-K filed on July 2, 1998; and (3) the
description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission on October 27, 1982
(as amended by Form 8 filed with the Commission on July 3, 1990).
Each document filed by the Company after the date hereof pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and shall be part
hereof from the date of filing of such document.
ITEM 4. DESCRIPTION OF SECURITIES.
--------------------------
Not applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
---------------------------------------
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
------------------------------------------
Sections 1741 through 1750 of the Pennsylvania Business Corporation Law
of 1988 permits, and in some cases requires, the indemnification of officers,
directors and employees of the Company. Article VII-Section 7-1 of the Company's
bylaws provides that the Company shall indemnify any director or officer of the
Company against expenses (including legal fees), judgments, fines and amounts
paid in settlement, actually and reasonably incurred by him, to the fullest
extent now or
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hereafter permitted by law in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, brought or threatened to be brought against him, including
actions or suits by or in the right of the Company, by reason of the fact that
he is or was a director or officer of the Company, its parent or any of its
subsidiaries, or acted as a director or officer or in any other capacity on
behalf of the Company, its parent or any of its subsidiaries or is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise.
The Board of Directors by resolution may similarly indemnify any person
other than a director or officer of the Company to the fullest extent now or
hereafter permitted by law for liabilities incurred by him in connection with
services rendered by him for or at the request of the Company, its parent or any
of its subsidiaries.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
------------------------------------
Not applicable.
ITEM 8. EXHIBITS.
---------
4 Specimen copy of Common Stock certificate (incorporated by reference to
Exhibit 4 to the Registrant's Registration Statement on Form S-8, File
No. 2-95959)
5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP
23.1 Consent of KPMG Peat Marwick, LLP
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit
5)
24 Power of Attorney (included on signature page)
99 C-COR Electronics, Inc. Incentive Plan (incorporated by reference to
Exhibit 10(tt) to the Registrant's 10-K for the fiscal year ended June
26, 1998, File No. O-10726)
ITEM 9. UNDERTAKINGS.
-------------
A. The Company hereby undertakes:
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration
2
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statement: (i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933; (ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and (iii) to
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement; provided, however, that clauses
(i) and (ii) above do not apply if the registration statement is on Form S-3 or
Form S-8, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
B. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3
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C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act, and will be governed by the final adjudication
of such issue.
4
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of State College, Commonwealth of Pennsylvania, on
October 16, 1998.
C-COR ELECTRONICS, INC.
By: /s/ David A. Woodle
-------------------------
David A. Woodle
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, RICHARD E. PERRY and CHRIS A. MILLER and
each of them, as true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, granting unto
said attorneys-in-fact and agents full power and authority to do and be done in
connection with the above premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ David A. Woodle President and Chief October 13, 1998
- -------------------------
David A. Woodle Executive Officer and
Director
(Principal Executive
Officer)
5
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Signature Title Date
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/s/ Richard E. Perry Chairman September 14, 1998
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Richard E. Perry
/s/ Donald M. Cook, Jr. Director September 14, 1998
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Donald M. Cook, Jr.
/s/ I.N. Rendall Harper, Jr. Director September 14, 1998
- ----------------------------
I.N. Rendall Harper, Jr.
/s/ Javad K. Hassan Director September 14, 1998
- -------------------------
Javad K. Hassan
/s/ Anne P. Jones Director September 14, 1998
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Anne P. Jones
/s/ John J. Omlor Director September 14, 1998
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John J. Omlor
/s/ Frank Rusinko, Jr. Director September 14, 1998
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Frank Rusinko, Jr.
/s/ James J. Tietjen Director September 14, 1998
- -------------------------
James J. Tietjen
/s/ Chris A. Miller Vice President - September 14, 1998
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Chris A. Miller Finance, Treasurer
and Secretary (Principal
Financial Officer)
/s/ Joseph E. Zavacky Controller and September 14, 1998
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Joseph E. Zavacky Assistant Secretary
(Principal Accounting
Officer)
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EXHIBIT INDEX
Number Exhibit
- ------ -------
4 Specimen copy of Common Stock certificate (incorporated by
reference to Exhibit 4 to the Registrant's registration
statement on Form S-8, File No. 2-95959)
5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP
23.1 Consent of KPMG Peat Marwick, LLP
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included
in Exhibit 5)
24 Power of Attorney (included on signature page)
99 C-COR Electronics, Inc. Incentive Plan (incorporated by
reference to Exhibit 10(tt) to the Registrant's 10-K for the
fiscal year ended June 26, 1998, File No. O-10726)
7
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Exhibit 5
October 16, 1998
C-COR Electronics, Inc.
60 Decibel Road
State College, PA 16801
Re: Registration Statement on Form S-8
----------------------------------
Gentlemen:
We have acted as special counsel to C-COR Electronics, Inc. (the
"Company") in connection with the registration under the Securities Act of 1933,
as amended, of 1,488,853 shares of common stock of the Company, par value $.10
per share (the "Shares"), issuable under the C-COR Electronics, Inc. Incentive
Plan (the "Plan").
In rendering our opinion, we have reviewed the Plan and such
certificates, documents, corporate records and other instruments as in our
judgment are necessary or appropriate to enable us to render the opinion
expressed below. In giving this opinion, we are assuming the authenticity of all
instruments presented to us as originals, the conformity with the originals of
all instruments presented to us as copies and the genuineness of all signatures.
Based on the foregoing, we are of the opinion that the Shares, when
issued in accordance with the terms of the Plan, will be legally issued, fully
paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 being filed with respect to the offering of
the Shares.
This opinion is limited to the matters expressly stated herein. No
implied opinion may be inferred to extend this opinion beyond the matters
expressly stated herein. We do not undertake to advise you or anyone else of any
changes in the opinions expressed herein resulting from changes in law, changes
in facts or any other matters that hereafter might occur or be brought to our
attention.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll
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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
To the Board of Directors
C-COR Electronics, Inc. and Subsidiaries:
We consent to incorporation by reference in this registration statement on Form
S-8 of C-COR Electronics, Inc. and Subsidiaries of our report dated August 12,
1998, relating to the consolidated balance sheets of C-COR Electronics, Inc. and
Subsidiaries as of June 26, 1998 and June 27, 1997, and the related consolidated
statements of operations, cash flows and shareholders' equity for each of the
years in the three-year period ended June 26, 1998, and related schedule, which
report is incorporated by reference in the June 26, 1998 annual report on Form
10-K of C-COR Electronics, Inc. and Subsidiaries.
/s/ KPMG Peat Marwick LLP
State College, Pennsylvania
October 15, 1998
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Exhibit 23.2
CONSENT OF COUNSEL
The consent of Ballard Spahr Andrews & Ingersoll, LLP is contained in
its opinion filed as Exhibit 5 to the Registration Statement.
