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As filed with the Securities and Exchange Commission on July 12, 1999
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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C-COR.net Corp.
(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
(814) 238-2461
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
David A. Woodle, President
60 Decibel Road
State College, Pennsylvania 16801-7530
(814) 238-2461
(Name, address, including zip code, and telephone number, Including area code,
of agent for service)
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Copies to:
Robert C. Gerlach, Esq.
Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street, 51st Floor
Philadelphia, PA 19103
(215) 665-8500
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Approximate date of commencement of proposed sale to the public: As soon
as practicable after this registration statement is declared effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount maximum maximum
Title of each class of to be offering price aggregate Amount of
securities to be registered registered (1)(2) per unit(3) offering price(3) Registration fee
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Common Stock, $.10 par value 1,800,253 (3) $50,407,084 $14,013.17
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(1) Shares of Common Stock which may be offered pursuant to this registration
statement include 366,930 shares issuable upon the exercise of certain
warrants (the "Warrants").
(2) Pursuant to Rule 416, this registration statement shall be deemed to cover
an indeterminate number of additional shares of Common Stock issuable
pursuant to the anti-dilution provisions of the Warrants or in the event
the number of outstanding shares is increased by stock split, stock
dividend and similar transactions.
(3) In accordance with Rules 457 (c) and (g), the price shown is estimated
solely for the purposes of calculating the registration fee, and is based
on the average of the reported high and low sales prices of the common
stock as reported on the Nasdaq National Market on July 9, 1999, which was
$28.00.
____________________
The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this registration statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and is not an offer to buy these securities
in any State where the offer or sale is not permitted.
********************************************************************************
SUBJECT TO COMPLETION DATED JULY 12, 1999
PROSPECTUS
1,800,253 Shares
C-COR.net Corp.
Common Stock
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The common stock is traded on The Nasdaq National Market under the symbol
"CCBL". On July 9, 1999, the reported closing price of the common stock was
$28.00 per share. The common stock is only being offered by the selling
shareholders listed in this prospectus.
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An investment in the shares offered hereby involves a high degree of risk.
See "Risk Factors" beginning on page 4 of this prospectus.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is
a criminal offense.
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The date of this prospectus is __________, 1999.
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TABLE OF CONTENTS
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PAGE
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SUMMARY................................................................. 3
RISK FACTORS............................................................ 4
USE OF PROCEEDS......................................................... 14
SELLING SHAREHOLDERS.................................................... 14
PLAN OF DISTRIBUTION.................................................... 16
THE COMPANY............................................................. 18
LEGAL MATTERS........................................................... 19
EXPERTS................................................................. 19
AVAILABLE INFORMATION................................................... 19
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE......................... 20
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SUMMARY
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The Offering
Securities Offered. . . . . . . . . . . Up to 1,800,253 shares of common
stock, $0.10 par value, of C-COR.net
Corp.
Nasdaq Symbol . . . . . . . . . . . . . CCBL
Offeror . . . . . . . . . . . . . . . . The common stock is being offered by
the selling shareholders listed in
this prospectus. None of the common
stock is being offered by us.
Use of Proceeds . . . . . . . . . . . . Because the common stock is being
offered by selling shareholders, we
will not receive any proceeds from
this offering.
Our Address and Telephone Number
Our principle executive offices are located at 60 Decibel Road, State
College, PA 16801, and the telephone number is (814) 238-2461.
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RISK FACTORS
Investing in our common stock is very risky. You should be able to bear a
complete loss of your investment. This prospectus, including the documents
incorporated by reference, contains forward-looking statements that involve
risks or uncertainties. Actual events or results may differ materially from
those discussed in this prospectus.
The risks and uncertainties described below are not the only ones facing
our company. If any of the following risks actually occurs, our business,
financial condition or results of operations could be materially adversely
affected. In such case, the trading price of our common stock could decline,
and you may lose all or part of your investment.
Our customer base is concentrated in a single industry and a relatively small
number of major customers.
Historically, we have provided cable television network distribution
equipment to cable operators in the United States and internationally. Most of
our sales have been to relatively few customers. Sales to our ten largest
customers in fiscal years 1997 and 1998 accounted for approximately 73% and 74%,
respectively, of net sales. We estimate sales to our ten largest customers in
fiscal year 1999 to be approximately 80% of net sales.
During the past 18 months there has been significant consolidation of
ownership of domestic cable television systems, and we expect that the
concentration or our sales to a small number of customers will continue for the
foreseeable future. Almost all of our sales are made on a purchase order basis,
and none of our customers has entered into a long-term agreement requiring it to
purchase our products. The loss of, or any reduction in orders from, a
significant customer would harm our business.
The consolidation of our customer base may result in delays in receiving
new orders for our products as our customers integrate acquisitions. Significant
recent acquisitions have been made or announced by AT&T Corp., Adelphia
Communications Corp., Charter Communications and Cox Communications, Inc.
If capital spending in the cable industry declines, then it could substantially
reduce our revenue.
Almost all of our sales have been derived, directly or indirectly, from
sales to cable television operators and we expect this to continue for the
foreseeable future. Demand for our products depends significantly upon the size
and timing of capital spending by cable television operators for constructing,
rebuilding or upgrading their systems. The capital spending patterns of cable
television operators depend on a variety of factors, including:
. access to financing;
. cable television operators' annual budget cycles;
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. the status of federal, local and foreign government regulation of
telecommunications and television broadcasting;
. overall demand for cable television services and the acceptance of new
broadband services such as Internet access, Internet Protocol (IP)
telephony, video on demand and digital television;
. seasonality, with fewer construction and upgrade projects typically
occurring in winter months, and the effect of inclement weather;
. competitive pressures (including the availability of alternative
delivery technologies such as direct broadcast satellite (DBS) and
digital subscriber lines (DSL); and
. discretionary customer spending patterns and general economic
conditions.
Spending by international cable television operators generally has been
weak. We cannot predict when or if international cable television spending will
increase and whether U.S. cable television spending will continue to grow.
If broadband communications markets are unable to mature rapidly in reaction to
rapid technological change, then it could adversely affect us.
Our core products are electronic equipment for hybrid fiber/coax (HFC)
distribution networks. The HFC networks can also be used to transport digital
Internet traffic and IP telephony. A significant part of the current demand for
our products depends on our customers' desire to upgrade their existing networks
and offer Internet and telephony service in addition to cable television
service. There are, however, competing technologies such as DBS and DSL which
can provide these services to end users. Improvements in a competing technology
could result in significant price/performance advantages for that technology
that, in turn, could reduce demand for our core products.
Broadband communications markets are relatively immature, making it
difficult to predict accurately the markets' future growth rate, size and
technological direction. In view of the evolving nature of these markets, it is
possible that cable television operators, telephone companies or other suppliers
of broadband wireless and satellite services will decide to adopt alternative
architectures or technologies that are incompatible with our current or future
products. If we are unable to design, develop, manufacture and sell products
that incorporate or are compatible with these new architectures or technologies,
our business would suffer.
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If we are unable to develop and introduce new and enhanced products in a timely
manner, then we may not remain competitive.
Broadband communications markets, including Internet and telephony
services, are characterized by continuing technological advancement, changes in
customer requirements and evolving industry standards. To compete successfully,
we must design, develop, manufacture and sell new or enhanced products that
provide increasingly higher levels of performance and reliability. However, we
may not be able to develop or introduce these products successfully. Moreover,
these products may not achieve broad commercial acceptance and may have lower
gross margins than our other products.
To develop and market successfully our planned products for digital
applications, we may be required to enter into technology development or
licensing agreements with third parties. We cannot assure you that we will be
able to enter into any necessary technology development or licensing agreement
on terms acceptable to us, or at all. If we are unable to enter into technology
development or licensing agreements when necessary, it could limit our ability
to develop and market new products which would materially and adversely affect
our business and operating results.
If we are unable to manage the numerous risks and challenges associated with the
recent acquisition of Convergence and the proposed acquisition of SVC, then it
could adversely affect us.
Recently, we have experienced significant growth, including the acquisition
of Convergence.com Corporation ("Convergence") and the proposed acquisition of
Silicon Valley Communications, Inc. ("SVC"). The acquisition of Convergence and
the proposed acquisition of SVC have placed, and are expected to continue to
place, a significant strain on our personnel, management and other resources.
The acquisition of Convergence in July 1999 enables us to offer an
integrated package of technical services and products, including access to
broadband Internet/high speed data capabilities. Our ability to market these
services and products successfully depends on:
. the evolution and growth of the market for broadband Internet/high speed
services;
. assimilating our operations, research and development efforts, products,
personnel and cultures with Convergence;
. our ability to develop, manufacture and gain market acceptance of
Convergence's services and products successfully; and
. retaining Convergence's key personnel.
We cannot assure you that we will be successful in addressing these
challenges, and our failure to do so could materially and adversely affect our
business, financial condition and operating results.
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The acquisition of SVC, if consummated, will allow us to offer advanced
fiber optic products to our existing customer base. These fiber optic products,
together with our existing RF coax products and our own fiber optic products,
will allow us to offer a complete product line, from the headend to the curb, of
signal distribution equipment. An acquisition of SVC will present several
challenges, including:
. interfacing and integrating the SVC fiber optic product line with our
existing product line;
. our ability to maintain quality control of our expanded product line;
. integrating the SVC operations and culture with ours, including the
consolidation of separate sales forces, engineering capabilities,
manufacturing operations, and support functions; and
. retaining key employees, particularly in the engineering and sales
areas.
If we acquire SVC, we cannot assure you that we will be able to address
these challenges successfully, and our failure to do so could materially and
adversely affect our business, financial condition and operating results.
Likewise, there is risk that failing to acquire SVC would have a material
adverse effect on our business prospects. Advanced fiber optic products are an
increasingly important part of HFC networks and are subject to rapid
technological change. If we do not acquire SVC, then we would have to implement
another approach to strengthening our fiber optic product line. This would
likely take several months and involve expenditure of significant resources,
both financial and personnel. In the meantime, our competitive position in the
industry would be weakened and could result in the loss of orders for our
products.
If we are unable to maintain our key personnel and/or unable to recruit
additional key personnel in the future, the lack of such support may mean that
we are unable to operate effectively.
Our future success will depend, to a significant extent, on the ability of
our management to operate effectively, both individually and as a group. We are
dependent on our ability to retain and motivate high caliber personnel, in
addition to attracting new personnel. Competition for qualified technical and
other personnel is intense and we may not be successful in attracting and
retaining such personnel.
Competitors and others have in the past and may in the future attempt to
recruit our employees. While our employees are required to sign standard
agreements concerning confidentiality and ownership of inventions, we generally
do not have employment contracts or noncompetition agreements with most of our
personnel. The loss of the services of any of our key personnel, the inability
to attract or retain qualified personnel in the future or delays in hiring
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required personnel, particularly engineers and other technical personnel, could
negatively affect our business.
If we are unable to purchase several key components, subassemblies and modules
used in the manufacture or integration of our products from their sole or
limited sources, then we may have difficulty producing our products.
Many components, subassemblies and modules necessary for manufacturing or
integrating our products are obtained from a sole supplier or a limited group of
suppliers. Our reliance on sole or limited suppliers, particularly foreign
suppliers, and our increasing reliance on subcontractors involves several risks,
including a potential inability to obtain an adequate supply of required
components, subassemblies or modules and reduced control over pricing, quality
and timely delivery of components, subassemblies or modules. We do not
generally maintain long-term agreements with any of our suppliers or
subcontractors. If we are unable to obtain adequate deliveries or any other
circumstances require us to seek alternative sources of supply, it could affect
our ability to ship our products on a timely basis, which could damage
relationships with current and prospective customers and harm our business. We
attempt to limit this risk by maintaining safety stocks of these components,
subassemblies and modules. However, because we have invested in inventories, we
may be subject to an increasing risk of inventory obsolescence in the future,
which could negatively affect our financial position.
If significantly greater financial, technical and marketing resources are
required to develop and market products, then some of our competitors, who are
larger and more established, may have an advantage over us.
The market for cable television transmission equipment is extremely
competitive and has been characterized by rapid technological change. Our
current competitors include significantly larger corporations. Additional
competition could come from new entrants in the broadband communications
equipment market. Many of these companies may be substantially larger and may
have greater financial, technical, marketing and other resources than we do. As
a result, these existing and potential competitors may be in a better position
to withstand any significant reduction in capital spending by cable television
operators. In addition, many of our competitors have long-standing and
established relationships with domestic and foreign cable television operators.
We cannot assure you that we will be able to compete successfully in the future
or that competition will not harm our business.
If any of our competitors' products or technologies become the industry
standard or if any of our smaller competitors enter into or expand relationships
with larger companies through mergers, acquisitions or otherwise, our business
could be seriously harmed. Further, our competitors may bundle their products or
incorporate functionality into existing products in a manner that discourages
users from purchasing our products.
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We may need additional capital in the future and may not be able to secure
adequate funds in terms acceptable to us.
We currently anticipate that our existing cash balances and available line
of credit and cash flow expected to be generated from future operations will be
sufficient to meet our needs for at least the next 12 months. However, we may
need to raise additional funds if our estimates change or are incorrect or in
order for us to respond to unforeseen technological or marketing hurdles or to
take advantage of unanticipated opportunities. While we have no current
agreements or negotiations underway, with respect to any potential acquisition,
other than the potential acquisition of SVC, any future transaction of this
nature and integrating Convergence could require potentially significant amounts
of capital. We may not be able to obtain funds at the time or times needed on
terms acceptable to us. If we are unable to obtain adequate funds on acceptable
terms, we may not be able to take advantage of market opportunities, to develop
new products or to otherwise respond to competitive pressures.
If we are unable to manage expenses and inventory risks, then we may not be able
to meet the demand of our customers.
From time to time, we receive indications from our customers as to their
future plans and requirements to ensure that we will be prepared to meet their
demand for our products. In the past, however, we have received such
indications but, on occasion, we did not ultimately receive purchase orders for
our products. We must be able to manage effectively expenses and inventory
risks associated with meeting potential demand for our products. In addition,
if we fail to meet customers' supply expectations, we may lose business from
those customers. If we use resources and purchase materials to manufacture
products and those products are not purchased, our business and operating
results could suffer.
If sales forecasted for a particular period are not realized in that period due
to the unpredictable sales cycles of our products, then our operating results
for that period will be harmed.
The sales cycles of many of our products, particularly our newer products
and products sold internationally, are typically unpredictable and usually
involve:
. a significant technical evaluation;
. a commitment of capital and other resources by cable and other network
operators;
. delays associated with cable and other network operators' internal
procedures to approve large capital expenditures;
. time required to engineer the deployment of new technologies or services
within broadband networks; and
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. testing and acceptance of new technologies that affect key operations.
For these and other reasons, our sales cycles generally last three to six
months, but can last up to 12 months. If orders forecasted for a specific
customer for a particular quarter do not occur in that quarter, our operating
results for that quarter could be substantially lower than anticipated and we
may not be able to use our production capacity efficiently.
If our operating results fluctuate significantly and fail to meet or exceed the
expectations of securities analysts or investors, then our stock price may
decline.
Our operating results have fluctuated in the past and are likely to
continue to fluctuate in the future, on an annual and a quarterly basis, as a
result of several factors, many of which are outside of our control. Some of
the factors that may cause these fluctuations include:
. Our ability to integrate Convergence and SVC (if acquired) into our
business;
. the level of capital spending of our customers, both in the U.S. and in
foreign markets;
. changes in market demand;
. the timing and amount of customer orders;
. competitive market conditions;
. our unpredictable sales cycles;
. new product introductions by our competitors or by us;
. changes in domestic and international regulatory environments;
. market acceptance of new or existing products;
. the cost and availability of components, subassemblies and modules;
. the mix of our customer base and sales channels;
. the mix of our products sold;
. our development of custom products;
. the level of domestic and international sales; and
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. economic conditions specific to the cable television industry and
general economic conditions.
In addition, we often recognize a substantial portion of our revenues in
the last month of our fiscal quarters. We establish our expenditure levels for
product development and other operating expenses based on projected sales
levels and consequently, our expenses are relatively fixed in the short term.
Accordingly, variations in timing of sales can cause significant fluctuations in
operating results. In addition, because a significant portion of our business is
derived from orders placed by a limited number of large customers, the timing of
such orders can also cause significant fluctuation in our operating results. Our
expenses for any given quarter are typically based on expected sales and if
sales are below expectations in any given quarter, the negative impact on our
operating results may be increased if we are unable to adjust our spending to
compensate for the lower sales. As a result of all these factors, our operating
results in one or more future periods may fail to meet or exceed the
expectations of securities analysts or investors. In that event, the trading
price of our common stock would likely decline.
If our stock price is volatile, then you could lose money.
The market price of our common stock has fluctuated in the past and is
likely to fluctuate in the future. In addition, the securities markets have
experienced significant price and volume fluctuations and the market prices of
the securities of technology companies have been especially volatile. Investors
may be unable to resell their shares of our common stock at or above the
offering price.
The acquisition of Convergence and the proposed acquisition of SVC both
involve issuance of a significant amount of our stock which could dilute
earnings per share in the near term and adversely affect our stock price.
If our international sales are not sufficient, then it could adversely
affect us.
Sales to customers outside of the United States in fiscal years 1997 and
1998 represented 19% and 21% of net sales, respectively. We estimate that
sales to our customers outside the United States for fiscal year 1999 will be
approximately 11% of net sales and we expect that international sales will
continue to represent a substantial portion of our net sales for the
foreseeable future. Our international operations are subject to a number of
risks, including:
. changes in foreign government regulations and telecommunications
standards;
. import and export license requirements, tariffs, taxes and other trade
barriers;
. fluctuations in currency exchange rates;
. difficulty in collecting accounts receivable;
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. the burden of complying with a wide variety of foreign laws, treaties
and technical standards;
. difficulty in staffing and managing foreign operations; and
. political and economic instability.
While our international sales are typically denominated in U.S. dollars,
fluctuation in currency exchange rates could cause our products to become
relatively more expensive to customers in a particular country, leading to a
reduction in sales or profitability in that country. We do not currently engage
in any foreign currency hedging transactions. Gains and losses on the
conversion to U.S. dollars of accounts receivable, accounts payable and other
monetary assets and liabilities arising from international operations may
contribute to fluctuation in operating results. Furthermore, payment cycles for
international customers are typically longer than those for customers in the
United States. Unpredictable sales cycles could cause us to fail to meet or
exceed the expectations of security analysts and investors for any given period.
Further, we cannot assure you that foreign markets will continue to develop.
In recent periods, certain Asian and Latin American currencies have
devalued significantly in relation to the U.S. dollar. We believe that
financial developments in Asia and Latin America were a major factor
contributing to lower international net sales in fiscal 1999 as compared to
fiscal 1998. In addition, the uncertain financial situation in Asia has placed
financial pressure on some of our distributors. In response, we increased
accounts receivable reserves in the first quarter of 1999. We are continuing to
evaluate the effect on our business of recent financial developments in Asia and
Latin America. Given the current political and economic uncertainties in China
and throughout Asia, we cannot assure you that shipment of orders to Asia,
including China, will be made as scheduled, or at all. We cannot assure you
that our sales and collection cycles in Asia and Latin America will not continue
to be harmed by the uncertain financial climate.
If we are unable to protect adequately our proprietary rights, then it may
adversely affect us.
We currently hold several issued United States patents and have a number of
patent applications pending. Although we attempt to protect our intellectual
property rights through patents, trademarks, copyrights, maintaining certain
technology as trade secrets and other measures, we cannot assure you that any
patent, trademark, copyright or other intellectual property right owned by us
will not be invalidated, circumvented or challenged, that such intellectual
property right will provide competitive advantages to us or that any of our
pending or future patent applications will be issued with the scope of the
claims sought by us, if at all. We cannot assure you that others will not
develop technologies that are similar or superior to our technology, duplicate
our technology or design around the patents that we own. In addition, effective
patent, copyright and trade secret protection may be unavailable or limited in
certain foreign countries in which we do business or may do business in the
future.
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We believe that the future success of our business will depend on our
ability to translate the technological expertise and innovation of our personnel
into new and enhanced products. We generally enter into confidentiality or
license agreements with our employees, consultants, vendors and customers as
needed, and generally limit access to and distribution of our proprietary
information. Nevertheless, we cannot assure you that the steps taken by us will
prevent misappropriation of our technology. In addition, we may need to take in
the future, legal action to enforce our patents and other intellectual property
rights, to protect our trade secrets, to determine the validity and scope of the
proprietary rights of others, or to defend against claims of infringement or
invalidity. Such litigation could result in substantial costs and diversion of
resources and could harm our business and operating results.
In order to develop and market successfully our planned products for
digital applications, we may be required to enter into technology development or
licensing agreements with third parties. Although many companies are often
willing to enter into such technology development or licensing agreements, we
cannot assure you that such agreements will be negotiated on terms acceptable to
us, or at all. The failure to enter into technology development or licensing
agreements, when necessary, could limit our ability to develop and market new
products and could cause our business to suffer.
As is common in our industry, we may receive notification from other
companies of intellectual property rights held by those companies upon which our
products may infringe. Any claim or litigation, with or without merit, could be
costly, time consuming and could result in a diversion of management's
attention, which could harm our business. If we were found to be infringing on
the intellectual property rights of any third party, we could be subject to
liabilities for such infringement, which could be material, and could be
required to seek licenses from other companies or to refrain from using,
manufacturing or selling certain products or using certain processes. Although
holders of patents and other intellectual property rights often offer licenses
to their patent or other intellectual property rights, we cannot assure you that
licenses would be offered, that the terms of any offered license would be
acceptable to us or that failure to obtain a license would not cause our
operating results to suffer.
If we have problems with Year 2000 issues, then it could adversely effect our
business.
During the next year, many software programs may not recognize calendar
dates beginning in the year 2000. This problem could force computers or machines
which utilize date dependent software to either shut down or provide incorrect
information. To address this problem, we have examined our computer and
information systems, contacted our principal customers, suppliers, vendors and
subcontractors to ascertain their readiness for the year 2000, and, where
necessary, made upgrades to our systems.
Based upon the assessments to date, our products presently being sold and
those installed in customers' networks are Year 2000 compliant. Undetected
errors or defects may remain. Disruptions to our business or unexpected costs
may arise because of undetected errors or defects in the technology used in our
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products, manufacturing processes or internal information systems, which are
comprised predominantly of third party software and hardware. If we, or any of
our key suppliers or customers, fail to mitigate internal and external Year 2000
risks, we may temporarily be unable to process transactions, manufacture
products, send invoices or engage in similar normal business activities or we
may experience a decline in sales, which could materially and adversely affect
our business, financial condition and results of operations.
USE OF PROCEEDS
The net proceeds from the sale of the securities will be received by the
selling shareholders. We will not receive any proceeds from the sale of the
securities by the selling shareholders.
SELLING SHAREHOLDERS
The table below sets forth information regarding our common stock which has
been issued or is issuable to the selling shareholders as of July 9, 1999 and
the amount of securities to be sold by them under this prospectus. The
securities include shares of common stock which were issued or are issuable upon
the exercise of warrants owned by the selling shareholders, which warrants were
acquired by selling shareholders from Convergence and converted by us into
warrants to acquire our common stock in connection with the Convergence merger.
We have filed with the Commission, under the Securities Act of 1933, as
amended (the "Securities Act"), a registration statement on Form S-3, of which
this prospectus forms a part, with respect to the resale of the securities from
time to time on The Nasdaq National Market or in privately negotiated
transactions and have agreed to keep the registration statement effective until
the securities are no longer required to be registered for the sale thereof by
the selling shareholders.
The table below assumes the exercise of all outstanding warrants owned by
the selling shareholders. The percentages, if any, were calculated based on
shares of common stock outstanding as of July 9, 1999 plus the shares issued or
issuable to the selling shareholders listed in this prospectus and includes
366,930 shares of common stock which were issued or are issuable upon the
exercise of outstanding warrants owned by the selling shareholders.
David R. Ames and Terry L. Wright, both selling shareholders listed below,
are officers of our company.
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Securities Owned Securities Owned
Prior to Offering After Offering
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Shares of Number of
Shares of Common Stock Percent of Shares of Percent of
Name of Selling Shareholder Common Stock Offered Hereby Common Stock Common Stock Common Stock
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<S> <C> <C> <C> <C> <C>
Kevin B. Allen............... 5,000 5,000 * 0 *
David R. Ames................ 446,190 446,190 4.2% 0 *
Elizabeth F. Ames............ 4,000 4,000 * 0 *
Margaret Ames................ 7,276 7,276 * 0 *
Robert S. Ames............... 12,440 12,440 * 0 *
Frank M. Ayre, III........... 66,930 66,930 * 0 *
BG Investments............... 10,000 10,000 * 0 *
Jeffrey D. Bennis............ 5,000 5,000 * 0 *
Vincent Bocchino............. 2,000 2,000 * 0 *
Joseph V. Bocchino........... 2,000 2,000 * 0 *
John M. Bohunsky............. 2,000 2,000 * 0 *
Robert V. Bolen.............. 5,000 5,000 * 0 *
Kip R. Caffey................ 25,000 25,000 * 0 *
Linda A. Cassidy............. 4,000 4,000 * 0 *
DRL, LLC..................... 10,000 10,000 * 0 *
Drew W. Edwards.............. 1,000 1,000 * 0 *
U. Bertram Ellis, Jr......... 20,000 20,000 * 0 *
Finn Partners................ 100,000 100,000 * 0 *
Robert Frankovich............ 100,000 100,000 * 0 *
S. Taylor Glover............. 40,000 40,000 * 0 *
Reese M. Jones............... 216,846 216,846 2.0% 0 *
James C. Kennedy............. 40,000 40,000 * 0 *
Steve Kirschner.............. 15,000 15,000 * 0 *
Billy M. Long and
Dixie Norman Long.......... 40,157 40,157 * 0 *
Joseph L. Mathias, IV........ 20,000 20,000 * 0 *
Drexel and Gwendolyn E.
McDaniel................... 2,000 2,000 * 0 *
Realan Capital Corp.......... 100,000 100,000 * 0 *
Bruce A. Rifkin.............. 5,000 5,000 * 0 *
Monroe M. Rifkin............. 23,000 23,000 * 0 *
Stuart G. Rifkin............. 5,000 5,000 * 0 *
Arthur W. Rollins............ 5,000 5,000 * 0 *
Bradley Simmons.............. 5,000 5,000 * 0 *
Peter N. Smith............... 5,000 5,000 * 0 *
TAF, LP...................... 2,224 2,224 * 0 *
Dale D. Wagner............... 2,000 2,000 * 0 *
Terry L. Wright.............. 446,190 446,190 4.2% 0 *
</TABLE>
- ------------------------
* Less than one percent.
15
<PAGE>
PLAN OF DISTRIBUTION
The selling shareholders may sell their shares of common stock from time to
time to purchasers directly by any such selling shareholder, or by pledgees,
donees, transferees or other successors in interest receiving shares from a
selling shareholder after the date of this prospectus. As used in this section,
the term "selling shareholder" includes pledgees, donees, transferees or other
successors in interest. Alternatively, the selling shareholders may from time to
time offer the securities offered hereby through underwriters, brokers, dealers
or agents who may receive compensation in the form of underwriting discounts,
concessions or commissions from the selling shareholders and/or the purchasers
of the securities for whom they may act as agent (which compensation as to a
particular broker-dealer might exceed that amount normally received by such
broker-dealers).
The selling shareholders and any such underwriters, brokers, dealers or
agents who participate in the distribution of the securities may be
underwriters, and any profits on the sale of the securities by them and any
discounts, commissions or concessions received by any such underwriters,
brokers, dealers or agents might be underwriting discounts and commissions under
the Securities Act. To the extent the selling shareholders may be underwriters,
they may be subject to statutory liabilities and requirements of the Securities
Act, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Because
selling shareholders may be underwriters within the meaning of Section 2(l1) of
the Securities Act, they will be required to deliver a prospectus to their
purchasers.
The securities offered hereby may be sold from time to time in one or more
transactions at fixed prices, at prevailing market prices at the time of sale,
at varying prices determined at the time of sale or at negotiated prices,
including in transactions on The Nasdaq National Market. The securities may be
sold by one or more of the following methods without limitation:
. to underwriters who will acquire securities for their own account and
resell them in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices
determined at the time of sale (any public offering price and any
discounts or concessions may be changed from time to time);
. a block trade in which the broker or dealer so engaged will attempt to
sell the securities as agent but may resell a portion of the block as
principal to facilitate the transaction;
. purchases by a broker or dealer as principal and resale by such broker
or dealer for its own account;
. ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
. an exchange distribution in accordance with the rules of such exchange;
16
<PAGE>
. face-to-face transactions between sellers and purchasers without a
broker or dealer;
. through the writing of options; and
. other legally available means.
At any time a particular offering of securities is made, a revised
prospectus or prospectus supplement, if required, will be distributed including
the name or names of any underwriters, brokers, dealers or agents, any
discounts, commissions and other items constituting compensation from the
selling shareholders and any discounts, commissions or concessions allowed or
reallowed or paid to dealers. Such revised prospectus or prospectus supplement
and, if necessary, a post-effective amendment to the registration statement of
which this prospectus is a part, will be filed with the Commission to reflect
the disclosure of additional information with respect to the distribution of the
securities. In addition, the securities may be sold in private transactions in
compliance with Rule 144A or under Rule 144 of the Securities Act.
We are bearing all costs relating to the registration of these securities
(other than fees and expenses, if any, of counsel or other advisers to the
selling shareholders). Any commissions, discounts or other fees payable to
broker-dealers in connection with any sale of these securities will be borne by
the selling shareholders selling such securities.
We have agreed to indemnify the selling shareholders in certain
circumstances against certain liabilities, including liabilities that could
arise under the Securities Act.
There is no guarantee that any selling shareholder will sell any or all of
the securities offered in this prospectus or that any such selling shareholder
will not transfer, devise or gift such securities by other means not described
in this prospectus.
Underwriters participating in any offering made of the shares of common
stock offered by this prospectus (as amended or supplemented from time to time)
may receive underwriting discounts and commissions, and discounts or concessions
may be allowed or reallowed or paid to dealers, and brokers or agents
participating in such transaction may receive brokerage or agent's commissions
or fees.
When a selling shareholder tells us that they have arranged with a broker-
dealer for the sale of securities through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a broker or
dealer, or other material arrangement, a supplement to this prospectus will be
filed, if required, pursuant to Rule 424(b) under the Securities Act,
disclosing:
. the name of each such selling shareholder and of the participating
broker-dealer(s),
. the number of securities involved,
. the price at which such securities were sold,
17
<PAGE>
. the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable,
. that such broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in the prospectus
and
. other facts material to the transaction.
The selling shareholders and any other person participating in such
distribution must comply with the Exchange Act and the rules and regulations.
These rules include Regulation M, which may limit the timing of purchases and
sales of any of the securities by the selling shareholders and any other such
person. Furthermore, Regulation M may prohibit persons engaged in the
distribution of the securities from simultaneously engaging in market making
activities with respect to the particular securities for a period of up to five
business days (or such other applicable period as Regulation M may provide)
prior to the commencement of such distribution. All of the foregoing may affect
the marketability of the securities and the ability of any person or entity to
engage in market-making activities with respect to the securities.
In order to comply with the securities laws of certain states, if
applicable, the securities will be sold in such jurisdictions, if required, only
through registered or licensed brokers or dealers.
THE COMPANY
We have been operating in the Electronic Distribution Products business
segment which provides HFC equipment for signal distribution applications,
primarily to the CATV market. We design and manufacture CATV distribution
equipment for two-way HFC networks, such as the full-line of FlexNet(R) and
Navicor(TM) AM products.
On July 9, 1999, we completed a merger with Convergence pursuant to which
Convergence became a wholly owned subsidiary and now operates as a separate
business unit called Broadband Management Services which provides Internet
enabling technical services. These services include access to broadband
Internet/high speed data capabilities and a full set of network management
products and services. The 24 hour per day, seven days per week Network
Operations Center (NOC) and subscriber help desk, core capabilities of Broadband
Management Services, are located in a facility near Atlanta, Georgia. This
facility features a multi-vendor showroom where potential customers can
experience live, real-time demonstrations of high-speed data and Internet-over-
cable access.
On May 25, 1999, we signed a letter of intent to acquire SVC, a leading
edge technology company and key supplier of high quality, comprehensive fiber
optic transmission systems used in advanced HFC networks. The estimated value of
the transaction, including the issuance of stock and the assumption of debt of
SVC, is over $50 million.
18
<PAGE>
Our headquarters are in State College, Pennsylvania, and our manufacturing
facilities are in State College and Tipton, Pennsylvania, and Tijuana Mexico. We
also maintains administrative offices in Toronto, Canada; Almere, The
Netherlands; and Hong Kong. As a result of the acquisition of Convergence, we
maintain a network operations center and an administrative office near Atlanta,
Georgia.
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be passed
upon for us by Ballard Spahr Andrews & Ingersoll, LLP, Philadelphia,
Pennsylvania.
EXPERTS
The financial statements of the Registrant and subsidiaries as of June 26,
1998 and June 27, 1997, and for each of the years in the three-year period ended
June 26, 1998, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
AVAILABLE INFORMATION
This prospectus, which constitutes a part of a registration statement on
Form S-3 filed by us with the Commission under the Securities Act, omits certain
of the information set forth in the registration statement. Reference is hereby
made to the registration statement and to the exhibits thereto for further
information with respect to us and the securities offered hereby. Copies of the
registration statement and the exhibits thereto are on file at the offices of
the Commission and may be obtained upon payment of the prescribed fee or may be
examined without charge at the public reference facilities of the Commission
described below or via the Commission's web site described below.
Statements contained herein concerning the provisions of documents are
necessarily summaries of such documents, and each statement is qualified in its
entirety by reference to the copy of the applicable document filed with the
Commission.
We are subject to the informational requirements of the Exchange Act, and,
accordingly, file reports, proxy statements and other information with the
Commission. Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C.
20549, and at the Commission's Regional Offices located at Seven World Trade
Center, Suite 1300, New York, New York 10048 and Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
documents may also be obtained from the Public Reference Room of the Commission
at Judiciary Plaza, 450 Fifth Street, NW, Washington,
19
<PAGE>
D.C. 20549, at prescribed rates. Information regarding the operation the Public
Reference Room may be obtained by calling the Commission at 1-800-SEC-0330.
The Commission maintains a web site (http://www.sec.gov) that contains material
regarding issuers that file electronically with the Commission. In addition,
our common stock is traded on The Nasdaq National Market and reports and proxy
statements concerning us can be inspected at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street, NW, Washington, D.C.
20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents or portions of documents filed by us (File No. 0-
6533) with the Commission are incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended June 26,
1998.
(b) Proxy Statement dated September 21, 1998 for the 1998 Annual
Meeting of shareholders.
(c) Reports on Form 10-Q for the periods ended September 25, 1998,
December 25, 1998 and March 26, 1999.
(d) Reports on Form 8-K filed May 24, 1999 and May 26, 1999.
(e) The description of our common stock contained in our registration
statement on Form 8-A filed with the Commission under the
Exchange Act on October 27, 1982, as amended by the Form 8 filed
with the Commission on July 3, 1990.
All reports and other documents subsequently filed by us 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 into this prospectus and to be a part hereof
from the date of the filing of such reports or documents. Any statement
contained in a document, all or a portion of which is incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained or incorporated by herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this prospectus.
20
<PAGE>
Upon written or oral request, we will provide without charge to each
person, including any beneficial owner, to whom this prospectus is delivered a
copy of any or all of such documents which are incorporated herein by reference
(other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into the documents that this prospectus incorporates).
Written or oral requests for copies should be directed to William T. Hanelly,
Vice President - Finance, Secretary and Treasurer, 60 Decibel Road, State
College, PA 16801, (814) 238-2461.
21
<PAGE>
================================================================================
We have not authorized any dealer, salesperson or other person to give any
information or represent anything not contained in this prospectus. You must
not rely on any unauthorized information. If anyone provides you with different
or inconsistent information, you should not rely on it. This prospectus does
not offer to sell any shares in any jurisdiction where it is unlawful. The
information in this prospectus is current as of the date shown on the cover
page.
C-COR.net Corp.
1,800,253 Shares of
Common Stock
------------------
PROSPECTUS
------------------
, 1999
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated costs and expenses of the sale
and distribution of the securities being registered, all of which are being
borne by us.
Securities and Exchange Commission filing fee.......... $14,013.17
Printing expenses...................................... $ 2,500.00
Legal, accounting and other professional services...... $20,000.00
Miscellaneous.......................................... $ 500.00
----------
Total.................................................. $37,013.17
==========
All of the amounts shown are estimates except for the fee payable to the
Securities and Exchange Commission.
ITEM 15. 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 Registrant. Article VII-Section 7-1 of the
Registrant's bylaws provides that the Registrant shall indemnify any director or
officer of the Registrant against expenses (including legal fees), judgments,
fines and amounts paid in settlement, actually and reasonably incurred by him or
her, to the fullest extent now or 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 Registrant, by
reason of the fact that he or she is or was a director or officer of the
Registrant, its parent or any of its subsidiaries, or acted as a director or
officer or in any other capacity on behalf of the Registrant, its parent or any
of its subsidiaries or is or was serving at the request of the Registrant 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 Registrant 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 Registrant, its parent or
any of its subsidiaries.
II-1
<PAGE>
ITEM 16. EXHIBITS
The following is a list of exhibits filed as part of this registration
statement.
<TABLE>
<CAPTION>
Exhibit
Number Description and Method of Filing
------ --------------------------------
<S> <C>
2 Agreement and Plan of Merger dated as of May 15, 1999 among
the Registrant, C-COR Acquisition Corp. and Convergence.com
Corporation/1/
4.1 Specimen copy of common stock certificate (incorporated by
reference to the Registrant's Registration Statement on Form S-8,
File No. 2-95959)
4.2 Form of Common Stock Purchase Warrant/1/
4.3 Form of Letter Amendment to Common Stock Purchase Warrant/1/
5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP/1/
23.1 Consent of KPMG LLP
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
Exhibit 5)/1/
</TABLE>
_______________________
/1/ To be filed by amendment
ITEM 17. UNDERTAKINGS
A. Rule 415 Offering
The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sale; are being
made, a post-effective amendment to this registration statement:
(a) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities Act");
(b) 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
II-2
<PAGE>
be reflected in the form of prospectus filed with the Securities and
Exchange Commission (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.
(c) 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 paragraphs (1)(a) and (1)(b) 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 Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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. Filings Incorporating Subsequent Exchange Act Documents by Reference
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration 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.
C. Request for Acceleration of Effective Date
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has-been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant 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 Registrant 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 Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
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-3 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
July 12, 1999.
C-COR.NET CORP.
By: /s/ David A. Woodle
-----------------------------------------------
David A. Woodle
President and Chief Executive Officer
Each person whose signature appears below constitutes and appoints,
DAVID A. WOODLE and WILLIAM T. HANELLY 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 on Form S-3 has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David A. Woodle President and Chief Executive July 12, 1999
- ---------------------------- Officer and Director (Principal
David A. Woodle Executive Officer)
/s/ William T. Hanelly Vice President - Finance, Secretary July 12, 1999
- ---------------------------- and Treasurer (Principal Financial
William T. Hanelly Officer)
/s/ Joseph Zavacky Controller (Principal Accounting July 12, 1999
- ---------------------------- Officer)
Joseph Zavacky
/s/ Richard E. Perry Director and Chairman July 12, 1999
- ----------------------------
Richard E. Perry
/s/ Donald M. Cook, Jr. Director July 12, 1999
- ----------------------------
Donald M. Cook, Jr.
/s/ I.N. Rendall Harper, Jr. Director July 12, 1999
- ----------------------------
I.N. Rendall Harper, Jr.
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Anne P. Jones Director July 12, 1999
- ----------------------------
Anne P. Jones
/s/ John J. Omlor Director July 12, 1999
- ----------------------------
John J. Omlor
/s/ Frank Rusinko, Jr. Director July 12, 1999
- ----------------------------
Frank Rusinko, Jr.
/s/ James J. Tietjen Director July 12, 1999
- ----------------------------
James J. Tietjen
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description and Method of Filing
- --------- ---------------------------------------------------------------------
<S> <C>
2 Agreement and Plan of Merger dated as of May 15, 1999 among the
Registrant, C-COR Acquisition Corp. and Convergence.com
Corporation/1/
4.1 Specimen copy of common stock certificate (incorporated by reference
to the Registrant's Registration Statement on Form S-8, File
No. 2-95959)
4.2 Form of Common Stock Purchase Warrant/1/
4.3 Form of Letter Amendment to Common Stock Purchase Warrant/1/
5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP/1/
23.1 Consent of KPMG LLP
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
Exhibit 5)/1/
</TABLE>
_______________________
/1/ To be filed by amendment
II-6
<PAGE>
EXHIBIT 23.1
Consent of Independent Accountants'
The Board of Directors
C-COR Electronics, Inc.
We consent to the incorporation by reference in the registration statement on
Form S-3 of C-COR Electronics, Inc. of our report dated August 12, 1998,
relating to the balance sheets of C-COR Electronics, Inc. as of June 26, 1998
and June 27, 1997, and the related statements of operations, cash flows, and
shareholders' equity for each of the years in the three-year period ended June
26, 1998 and all related schedules, which report appears in the annual report on
Form 10-K of C-COR Electronics, Inc. for the fiscal year ended June 26, 1998.
/s/ KPMG LLP
July 8, 1999
State College, Pennsylvania
