C COR NET CORP, 424B3, 1999-11-19

C COR NET CORP
424B3, 1999-11-19
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT

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<PAGE>

Pursuant to Rule No. 424(b)(3)
Promulgated under the Securities Act of 1933
Registration No. 333-90011

PROSPECTUS

1,794,802 SHARES

C-COR.NET CORP.

COMMON STOCK
____________

The common stock, $.10 par value per share, is traded on The Nasdaq
National Market under the symbol "CCBL". On November 17, 1999, the reported
closing price of the common stock was $54.00 per share. The common stock is
only being offered by the selling shareholders listed in this prospectus.
____________
AN INVESTMENT IN THE SHARES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS.
____________

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.

____________

The date of this prospectus is November 17, 1999.
<PAGE>

TABLE OF CONTENTS

PAGE

SUMMARY....................................................................... 3
RISK FACTORS.................................................................. 4
FORWARD LOOKING STATEMENTS....................................................13
USE OF PROCEEDS...............................................................13
SELLING SHAREHOLDERS..........................................................14
PLAN OF DISTRIBUTION..........................................................18
THE COMPANY...................................................................21
LEGAL MATTERS.................................................................22
EXPERTS.......................................................................22
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...............................22
WHERE YOU CAN FIND MORE INFORMATION...........................................24

2
<PAGE>

SUMMARY

THE OFFERING

<TABLE>
<S> <C>
Securities Offered. . . . . . . . . . . . . . . . . . . . . . . . . . . . Up to 1,794,802 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.

</TABLE>

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.

3
<PAGE>

RISK FACTORS

You should carefully consider the following factors before deciding to invest in
the shares. The risks and uncertainties described below are not the only ones we
face. Additional risks and uncertainties not presently known to us or which are
similar to those faced by other companies in our industry or business in
general, may also impair our business operations. If any of the following risks
actually occur, our business, financial condition or results of future
operations could be materially and adversely affected. In such case, the trading
price of our common stock could decline, and you may lose all or part of your
investment. This prospectus also contains forward looking statements that
involve risks and uncertainties. Our actual results could differ materially from
those anticipated in these forward looking statements as a result of certain
factors, including the risks we face as described below and elsewhere in this
prospectus. Please refer to "Forward Looking Statements" on page 13.

OUR CUSTOMER BASE CONSISTS OF A SMALL NUMBER OF CUSTOMERS IN A SINGLE INDUSTRY.

Historically, we have provided cable network transmission 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 accounted for
approximately 72% of net sales in fiscal 1997, 74% of net sales in fiscal 1998
and 76% of net sales in fiscal 1999.

During the past 18 months there has been significant consolidation of ownership
of domestic cable systems. As a result, we expect that the concentration of our
sales among 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 the purchase of
our products. The loss of, or any reduction in orders from, a significant
customer would harm our business. We expect that the consolidation of our
customer base may result in delays in receiving new orders or a reduction in the
size of orders for our products.

A DECLINE IN CAPITAL SPENDING IN THE CABLE INDUSTRY COULD SUBSTANTIALLY REDUCE
OUR REVENUE.

Almost all of our sales have been to cable operators and we expect this to
continue for the foreseeable future. Demand for our products depends
significantly on the size and timing of capital spending by cable operators for
constructing, rebuilding or upgrading their systems. We cannot accurately
predict the growth patterns of cable operators' spending, but we believe these
patterns depend on a variety of factors, including:

. overall demand for cable services and the acceptance of new broadband
services, such as Internet, telephony, video-on-demand and digital
television;

. competitive pressures, including the availability of alternative
delivery technologies, such as direct broadcast satellite, digital
subscriber line and local multipoint distribution services;

4
<PAGE>

. cable operators' access to financing;

. cable operators' annual budget cycles;

. the status of federal, local and foreign government regulation of
telecommunications and television broadcasting; and

. fewer construction and upgrade projects typically occurring in winter
months, and during inclement weather.

WE MAY BE UNABLE TO MANAGE THE NUMEROUS RISKS AND CHALLENGES ASSOCIATED WITH OUR
RECENT ACQUISITIONS OF CONVERGENCE.COM CORPORATION ("CONVERGENCE.COM" OR
"CONVERGENCE") AND SILICON VALLEY COMMUNICATIONS, INC. ("SILICON VALLEY
COMMUNICATIONS" OR "SVCI") WHICH COULD ADVERSELY AFFECT OUR OPERATIONS AND
FINANCIAL CONDITION.

Recently, we have experienced significant growth, including the acquisitions of
Convergence.com and Silicon Valley Communications. These acquisitions have
placed, and we expect will continue to place, a significant strain on our
personnel, management and other resources.

We acquired Convergence.com in July 1999 to enable us to offer an integrated
package of technical services and products, including access to broadband
Internet and high speed data capabilities. Our ability to successfully market
these newly acquired services and products depends on:

. the evolution and growth of the market for high speed Internet and
broadband services;

. assimilating Convergence.com's operations, research and development,
products, personnel and culture with ours;

. our ability to successfully develop, manufacture and gain market
acceptance of Convergence.com's services and products; and

. retaining Convergence.com's key personnel.

Our acquisition of Silicon Valley Communications in September 1999 presents us
with several challenges, including:

. interfacing and integrating Silicon Valley Communications' fiber optic
product line with our existing product line;

5
<PAGE>

. maintaining quality control of our expanded product line;

. integrating Silicon Valley Communications' operations and culture with
ours, including the consolidation of separate sales organizations,
engineering capabilities, manufacturing operations and support
functions; and

. retaining Silicon Valley Communications' key employees, particularly in
the engineering and sales areas.

We cannot assure you that we will be able to successfully address the challenges
that these acquisitions present. Our failure to do so would likely materially
and adversely affect our business, financial condition and operating results.

RESELLING OF STOCK ISSUED IN CONNECTION WITH OUR RECENT ACQUISITIONS AND THE
POTENTIAL ISSUANCE OF ADDITIONAL SHARES IN AN UNDERWRITTEN PUBLIC OFFERING MAY
ADVERSELY AFFECT OUR STOCK PRICE.

Subject to the effectiveness of certain registration statements we have filed
with the Securities and Exchange Commission and certain contractual limitations
relating to affiliates, shares issued to the Convergence.com and Silicon Valley
Communications shareholders will become eligible for resale. On various dates
beginning in September 1999 and ending in December 1999, 1,392,950 shares will
become eligible for resale. On various dates between January and February 2000,
1,585,454 shares will become eligible for resale. Together, these shares will
account for approximately 19% of our outstanding shares. Furthermore, 35,845
shares issuable upon exercise of options at a weighted average exercise price of
$1.89 and warrants to purchase 443,319 shares at a weighted average exercise
price of $12.18 will become eligible for resale on various dates beginning in
September 1999 and ending in December 1999. Additionally, 16,697 shares issuable
upon exercise of options at a weighted average exercise price of $2.06 and
warrants to purchase 173,370 shares at a weighted average exercise price of
$26.58 will become eligible for resale on various dates between January and
February 2000. If a large portion of these shares is sold during these time
periods, our stock price will likely experience volatility and may fall. In
addition, on November 12, 1999, we issued 3,220,000 shares of our common stock
pursuant to an underwritten public offering. The issuance of these shares could
also cause our stock price to fall.

IF AT&T DECIDES NOT TO DEPLOY OUR FIBER OPTIC PRODUCTS CURRENTLY BEING USED IN
THE SALT LAKE CITY, UTAH FIELD TRIAL, THEN OUR FINANCIAL RESULTS WOULD LIKELY BE
ADVERSELY AFFECTED.

Our next generation MiniNode and MuxNode fiber optic products are being used in
AT&T's LightWire Neighborhood Broadband System concept testing field trial in
Salt Lake City, Utah. If the field trial does not result in widespread
deployment of the LightWire system, our future revenues would be adversely
affected. Likewise, if this new system is deployed but does not include our
MiniNode and MuxNode products, our future revenues would be adversely affected.

6
<PAGE>

WE COULD BE ADVERSELY AFFECTED IF BROADBAND COMMUNICATIONS DO NOT DEVELOP
RAPIDLY.

Our core products are cable network transmission equipment for hybrid fiber coax
networks, commonly known as HFC networks. HFC networks can be used to transport
Internet, telephony, video-on-demand and digital television. 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 services in
addition to cable television service. There are, however, competing technologies
such as direct broadcast satellite, digital subscriber line and local multipoint
distribution services that can provide these upgraded services to end users.
Improvements in a competing technology could result in significant price and/or
performance advantages for that technology which, in turn, could reduce demand
for our core products.

It is difficult for us to accurately predict the broadband communications
market's future growth rate, size and technological direction because the market
is in a relatively early stage of development. As this market matures, it is
possible that cable operators, telephone companies or other suppliers of
broadband wireless and satellite services will decide to adopt alternative
technologies or standards that are incompatible with our products. If we are
unable to design, manufacture and market products that incorporate or are
compatible with these new technologies or standards, our business would suffer.

IF WE ARE UNABLE TO DESIGN, MANUFACTURE AND MARKET NEW PRODUCTS IN A TIMELY
MANNER, THEN WE MAY NOT REMAIN COMPETITIVE.

The broadband communications market, which includes Internet and telephony
services, is characterized by continuing technological advancement, changes in
customer requirements and evolving industry standards. To compete successfully,
we must design, manufacture and market new products that provide increasingly
higher levels of performance and reliability. Our inability to design,
manufacture and market these products or to achieve broad commercial acceptance
of these products would have an adverse effect on our business.

IF WE ARE UNABLE TO PROFITABLY INCREASE NETWORK MANAGEMENT SERVICE REVENUE, OUR
FINANCIAL RESULTS WOULD BE ADVERSELY AFFECTED.

Our ability to increase network management service revenue depends on many
factors that are beyond our control. For example:

. our customers may decide not to outsource to third parties;

. we may be unable to compete effectively with our competitors,
particularly those with greater financial, technical, marketing and
other resources; and

7
<PAGE>

. we may be unable to hire and retain enough qualified technical and
management personnel to support our growth plans.

In addition, the pricing structure and investment required in the network
management services business are not well established. We may be unable to
establish a business strategy that generates adequate profitability or an
adequate return on investment.

IF WE ARE UNABLE TO RETAIN OUR KEY PERSONNEL OR RECRUIT ADDITIONAL KEY PERSONNEL
IN THE FUTURE, THEN WE MAY BE UNABLE TO EXECUTE OUR BUSINESS STRATEGY.

Our success depends on our ability to hire, retain and motivate highly qualified
personnel. Competition for qualified technical and other personnel is intense
and we may not successfully attract or retain such personnel. Competitors and
others in the past have recruited our employees and may do so in the future.
While we require our employees to sign customary agreements concerning
confidentiality and ownership of inventions, we generally do not have employment
contracts or noncompetition agreements with our personnel. If we lose any of our
key personnel, are unable to attract qualified personnel or are delayed in
hiring required personnel, particularly engineers and other technical personnel,
our business could be negatively affected.

OUR RELIANCE ON SEVERAL KEY COMPONENTS, SUBASSEMBLIES AND MODULES USED IN THE
MANUFACTURE OF OUR PRODUCTS COULD RESTRICT PRODUCTION.

We obtain many components, subassemblies and modules necessary for manufacturing
our products 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. These risks include a
potential inability to obtain an adequate supply of required components,
subassemblies or modules, and reduced control over pricing, quality and timely
delivery of these components, subassemblies or modules. We do not generally
maintain long-term agreements with any of our suppliers or subcontractors. We
are currently experiencing a limited allocation of a component for our
amplifiers from Motorola, a major supplier. This could affect near-term product
shipments because this is a key component in several of our products. An
inability to obtain adequate deliveries or any other circumstance, requiring us
to seek alternative sources of supply, could affect our ability to ship our
products on a timely basis, which could damage our relationships with current
and prospective customers and harm our business.

CHANGES IN INTERNATIONAL TRADE LAWS, REGULATIONS OR THE POLITICAL CLIMATE IN
MEXICO COULD HINDER OUR PRODUCTION CAPACITY.

We operate a manufacturing facility in Tijuana, Mexico that provides a
significant portion of our production capacity. This operation is exposed to
certain risks as a result of its location, including:

8
<PAGE>

. changes in international trade laws, such as the North American Free
Trade Agreement, affecting our import and export activities;

. changes in, or expiration of, the Mexican government's Maquiladora
program, which provides economic benefits to us;

. changes in labor laws and regulations affecting our ability to hire and
retain employees;

. fluctuations of foreign currency and exchange controls;

. potential political instability and changes in the Mexican government;

. potential regulatory changes; and

. general economic conditions in Mexico.

Any of these risks could interfere with the operation of this facility and
result in reduced production, increased costs, or both. In the event that this
facility's production capacity is reduced, we could fail to ship products on
schedule and could face a reduction in future orders from dissatisfied
customers. If our costs to operate this facility increase, our margins would
decrease. Reduced shipments and margins would have an adverse affect on our
financial results and could lead to a decline in our stock price.

OUR COMPETITORS, SOME OF WHOM ARE LARGER AND MORE ESTABLISHED, MAY HAVE A
COMPETITIVE ADVANTAGE OVER US.

The market for cable network transmission equipment is extremely competitive and
is characterized by rapid technological change. Our current competitors include
significantly larger companies with greater financial, technical, marketing and
other resources. Additional competition could come from new entrants in the
broadband communications equipment market. These existing and potential
competitors may be in a better position to withstand any significant reduction
in capital spending by cable operators and to keep pace with changes in
technology. If any of our competitors' products or technologies become the
industry standard, our business could be seriously harmed. We cannot assure you
that we will be able to compete successfully in the future or that competition
will not harm our business.

WE EXPECT TO NEED ADDITIONAL CAPITAL IN THE FUTURE AND MAY NOT BE ABLE TO SECURE
ADEQUATE FUNDS ON TERMS ACCEPTABLE TO US.

We currently anticipate that our existing cash balance, available line of credit
and cash flow expected to be generated from future operations, together with the
proceeds of our recent public offering of common stock will be sufficient to
meet our operating needs for

9
<PAGE>

the next 12 to 24 months. If our cash flows are less than expected, we may need
to raise additional funds sooner to respond to unforeseen technological or
marketing hurdles, satisfy unforeseen liabilities or take advantage of
unanticipated opportunities. A future transaction could require significant
amounts of capital, as could the integration of our acquisitions of
Convergence.com and Silicon Valley Communications. We may not be able to obtain
funds at the time or times needed on terms acceptable to us, or at all. If we
are unable to obtain adequate funds on acceptable terms, we may not be able to
take advantage of market opportunities, develop new products or otherwise
respond to competitive pressures.

IF OUR SALES FORECASTS ARE NOT REALIZED IN A GIVEN PERIOD OR IF OUR OPERATING
RESULTS FLUCTUATE IN ANY GIVEN QUARTER, OUR STOCK PRICE MAY FALL.

While we receive periodic forecasts from our customers as to their future
requirements, these forecasts may not accurately reflect future purchase orders
for our products. In addition, 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 by our customers;

. a commitment of capital and other resources by cable operators;

. delays associated with cable operators' internal procedures to approve
large capital expenditures;

. time required to engineer the deployment of new technologies or services
within broadband networks; and

. 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.

In addition, because a limited number of large customers account for a
significant portion of our sales, the timing of their orders can cause
significant fluctuation in our quarterly operating results. A portion of our
expenses for any given quarter is 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. Accordingly, variations in the timing of sales
can cause significant fluctuation in our quarterly operating results and may
result in a fall in the price of our common stock.

10
<PAGE>

OUR STOCK PRICE MAY BE VOLATILE AND YOU MAY NOT BE ABLE TO RESELL YOUR SHARES AT
OR ABOVE THE OFFERING PRICE.

The market price of our common stock has fluctuated widely in the past and is
likely to fluctuate in the future.

Factors affecting our stock price may include:

. variations in operating results from quarter to quarter;

. changes in earning estimates by analysts;

. market conditions in the industry; and

. general economic conditions.

For example, between August 17, 1999 and August 30, 1999, the price of our
common stock dropped from approximately $33.88 to $21.00 per share. Between
August 30, 1999 and November 15, 1999, the price of our common stock rose from
approximately $21.00 to $59.250 per share. Consequently, the current market
price of our common stock may not be indicative of future market prices, and you
may be unable to resell your shares of our common stock at or above the offering
price.

IF OUR INTERNATIONAL SALES DO NOT MEET OUR EXPECTATIONS, THEN OUR GROWTH MAY BE
LESS THAN EXPECTED.

Sales to customers outside of the United States represented 19% of net sales in
fiscal 1997, 21% of net sales in fiscal 1998 and 11% of net sales in fiscal
1999. We expect that international sales will represent a substantial portion of
our net sales in the future. Although we plan to invest resources to grow our
international sales, there can be no guarantee that this investment will
succeed. Our international operations are subject to a number of risks,
including:

. spending patterns of international cable operators;

. import and export license requirements, tariffs, taxes and other trade
barriers;

. fluctuations in currency exchange rates;

. difficulty in collecting accounts receivable;

. complying with a wide variety of foreign laws, treaties and
telecommunications standards;

11
<PAGE>

. difficulty in staffing and managing foreign operations; and

. political and economic instability.

WE MAY BE HARMED IF WE ARE UNABLE TO ADEQUATELY PROTECT OUR PROPRIETARY RIGHTS.

We currently hold 16 United States patents and have a number of patent
applications pending. We intend to continue to file patent applications in the
future, where we believe appropriate, and to pursue such applications with
United States and foreign patent authorities, but we cannot be sure that any
other patents will be issued on such applications or that our patents will not
be contested. Also, because issuance of a valid patent does not prevent other
companies from using alternative, non-infringing technology, we cannot be sure
that any of our patents will provide significant commercial protection. In
addition to patent protection, we also rely on trade secrets, technical know-
how, copyright and other unpatented proprietary information relating to our
product development and manufacturing activities. We try to protect this
information with confidentiality agreements with our employees and other
parties. We cannot be sure that these agreements will not be breached, that we
will have adequate remedies for any breach or that our trade secrets and
proprietary know-how will not otherwise become known or independently discovered
by others.

Particular aspects of our technology could be found to infringe on the claims of
other existing or future patents. Other companies may hold or obtain patents on
inventions or may otherwise claim proprietary rights to technology necessary to
our business which could prevent us from developing new products. We cannot
predict the extent to which we may be required to seek licenses, or the extent
to which they will be available to us on acceptable terms, if at all.

WE MAY BE HARMED IF WE HAVE PROBLEMS WITH YEAR 2000 ISSUES.

We have assessed the Year 2000 readiness of our computer systems and date
sensitive equipment, which are comprised predominantly of third party software
and hardware. We are currently assessing the Year 2000 risks associated with
Convergence.com and Silicon Valley Communications. We have also contacted our
principal customers, suppliers, vendors and subcontractors to ascertain their
readiness for the Year 2000, and, where we believe necessary, made upgrades to
our systems and equipment.

Based upon our assessments to date, we believe that the products we presently
sell, and those we have installed in customers' networks in the past, are Year
2000 compliant. Undetected errors or defects may remain which could result in
litigation or other unexpected costs. If we, or any of our key suppliers or
customers, fail to mitigate internal or external Year 2000 risks, we may be
unable to process transactions, manufacture products, send invoices or engage in
similar normal business activities. We may experience additional costs and a
decline in sales for an indefinite period of time, which could materially and
adversely affect our business, financial condition and results of operations.

12
<PAGE>

FORWARD LOOKING STATEMENTS

This prospectus and the documents we have filed with the Securities and Exchange
Commission which we have referenced under "Where You Can Find More Information"
on page 23 contain forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. These
forward looking statements include, among others, statements regarding our
ability to provide complete network solutions, the demand for network integrity,
the trend toward more fiber in the HFC network, global demand for our products
and services and our ability to integrate Convergence.com and Silicon Valley
Communications. Forward-looking statements represent our judgement regarding
future events. Although we believe we have a reasonable basis for these forward
looking statements, we cannot guarantee their accuracy and actual results may
differ materially from those we anticipated due to a number of uncertainties,
many of which we are not aware. Factors which could cause actual results to
differ from expectations include, among others, capital spending patterns of the
communications industry, our ability to develop new and enhanced products, the
unsuccessful deployment of our fiber optic products in the AT&T field trial or
failure of the AT&T field trial more generally, continued industry
consolidation, the development of competing technology, our ability to carry out
our strategic plan and our ability to assimilate Convergence.com and Silicon
Valley Communications. We urge you to consider the risks and uncertainties
discussed under "Risk Factors" and elsewhere in this prospectus and in the other
documents filed with the SEC in evaluating our forward-looking statements. We
have no plans to update our forward-looking statements to reflect events or
circumstances after the date of this prospectus.

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.

13
<PAGE>

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 November 15, 1999
and the amount of securities to be sold by them under this prospectus. The
securities to be sold 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 Silicon Valley
Communications and converted by us into warrants to acquire our common stock in
connection with the Silicon Valley Communications 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 and exercise of all options exercisable within 60 days
of November 15, 1999. The percentages, if any, were calculated based on shares
of common stock outstanding as of November 15, 1999 plus the shares issued or
issuable to the selling shareholders listed in this prospectus and includes
175,209 shares of common stock issuable to selling shareholders upon termination
of an escrow arrangement and 253,530 shares of common stock which were issued or
are issuable upon the exercise of outstanding warrants and options owned by the
selling shareholders.

14
<PAGE>

<TABLE>
<CAPTION>
SECURITIES OWNED SECURITIES OWNED
PRIOR TO OFFERING AFTER OFFERING
--------------------------------------------- ----------------------------
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
- --------------------------- ------------ ---------------- ------------- ------------ --------------
<S> <C> <C> <C> <C> <C>
Taiwan United Venture
Capital Corporation........ 54,357 54,357 * 0 *
Tsai Hsi Lin............... 7,562 7,562 * 0 *
Kuo-Chi Chien.............. 299 299 * 0 *
James T. Chang............. 4,625 2,735 * 1,890 *
Benny Choo................. 189 189 * 0 *
Hsi-wei Chao............... 567 567 * 0 *
Chia Yu Lin................ 531 531 * 0 *
Yu-Ching Pan............... 206 206 * 0 *
Tju-Che Ching.............. 5,672 5,672 * 0 *
Lin Kuo-Ching.............. 4,537 4,537 * 0 *
Fred Yepez................. 47 47 * 0 *
Chorng-Luh Hu.............. 2,836 2,836 * 0 *
Chuo-kee (Joe) Bo.......... 127 127 * 0 *
Colman Chan................ 295 295 * 0 *
Tammy L. Grist............. 236 236 * 0 *
Joie Houl.................. 472 472 * 0 *
Ken Kimura................. 945 945 * 0 *
Robert Fields.............. 189 189 * 0 *
Chi-Lin Young.............. 378 378 * 0 *
Chien-Yee Cheng............ 236 236 * 0 *
Yi-Qiang Li................ 511 511 * 0 *
Keh-Lih Tzuoo.............. 709 709 * 0 *
Yuen-hsun Chou............. 2,127 2,127 * 0 *
Li-Chung Chen.............. 1,418 1,418 * 0 *
Gengxin Li................. 709 709 * 0 *
Rodolfo R. Antiporda....... 551 551 * 0 *
Li-jie Deng................ 378 378 * 0 *
Ranjit Mand................ 37 37 * 0 *
Stephen Peng............... 378 378 * 0 *
Ling-Hang Chen............. 283 283 * 0 *
Global Prince Inc.......... 205,140 205,140 1.3% 0 *
Marlin Ltd................. 53,568 53,568 * 0 *
Pogala Investment Co., Ltd. 9,135 9,135 * 0 *
Regent Star Inc............ 53,568 53,568 * 0 *
Jon M. Harb................ 354 354 * 0 *
</TABLE>

15
<PAGE>

<TABLE>
<CAPTION>
SECURITIES OWNED SECURITIES OWNED
PRIOR TO OFFERING AFTER OFFERING
--------------------------------------------- ----------------------------
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
- --------------------------- ------------ ---------------- ------------- ------------ --------------
<S> <C> <C> <C> <C> <C>
Eric Pearson............... 3,545 3,545 * 0 *
Chinlon Lin................ 630 630 * 0 *
Vinh Le.................... 236 236 * 0 *
Thawin Cheeminissarakun.... 74,681 74,681 * 0 *
Ming-Lieh (Ringo) Chang.... 23,633 23,633 * 0 *
Lian-Tsai Jong............. 47,267 47,267 * 0 *
Somsi Srimanut............. 94,534 94,534 * 0 *
Wen-Lung Ching............. 23,633 23,633 * 0 *
Kou Tsun-Mei Chung......... 23,633 23,633 * 0 *
Chinatrust Venture Capital
Co., Ltd................... 70,900 70,900 * 0 *
Pacific Venture Capital
Co., Ltd................... 70,900 70,900 * 0 *
Euroc II Venture Capital
Corp. ..................... 47,267 47,267 * 0 *
Concord Venture Capital.... 23,633 23,633 * 0 *
Concord II Venture
Capital.................... 23,633 23,633 * 0 *
Ta Ya Electric Wire &
Cable Co., Ltd............. 47,267 47,267 * 0 *
First Taiwan Venture
Capital, Inc............... 23,633 23,633 * 0 *
Grand Cathay Venture
Capital Co., Ltd........... 23,633 23,633 * 0 *
David Bo Choo Kui.......... 9,453 9,453 * 0 *
Hang-Chien Hsu............. 14,180 14,180 * 0 *
Seaquest Ventures Inc...... 5,672 5,672 * 0 *
Y. I. Hsu.................. 472 472 * 0 *
Mann-Li Jen................ 709 709 * 0 *
Wu chun Liu................ 1,418 1,418 * 0 *
Der Chang Yeh.............. 236 236 * 0 *
Steve Y. Wu................ 709 709 * 0 *
Yee-Pine Fu................ 236 236 * 0 *
Teddy Tam.................. 1,418 1,418 * 0 *
Tsung Jen Chiu............. 5,908 5,908 * 0 *
</TABLE>

16
<PAGE>

- ------------------------
* Less than one percent

17
<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;

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<PAGE>

. ordinary brokerage transactions and transactions in which the broker
solicits purchasers;

. an exchange distribution in accordance with the rules of such
exchange;

. 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.

19
<PAGE>

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;

. 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.

20
<PAGE>

THE COMPANY

We design, manufacture and market cable network transmission products and
provide services and support to cable network operators. Our customers include
the largest cable operators in the United States, such as Time Warner and AT&T,
many of the smaller domestic cable operators and several large international
cable operators. We offer a comprehensive range of products, including radio
frequency, or RF, amplifiers and fiber optic components for the cable headend,
node and RF plant. Our services focus on enabling reliable, high-speed,
broadband communications over hybrid fiber coax networks, or HFC networks, and
include network design, service activation, optimization, management and
maintenance.

Cable operators worldwide have begun upgrading and rebuilding their existing
networks to offer high-speed, two-way, broadband services such as Internet
delivery, telephony, video-on-demand and digital television. These investments
are a result of competitive pressures, industry consolidation, deregulation and
technical advancements, particularly in the use of fiber optic equipment. As
cable operators have consolidated to achieve economies of scale, non-cable
operators, such as Microsoft, Paul Allen and AT&T, have made substantial
investments in the HFC system design, not only validating it as a competitive
broadband medium, but increasing the available capital to spend on network
upgrades.

We acquired Silicon Valley Communications in September 1999 to broaden our
product line and increase our technology base to include dense wave division
multiplexing, or DWDM, technology and end-to-end fiber optic and RF transmission
equipment. Additionally, we acquired Convergence.com in July 1999 to enhance
our broadband management services capability to include an integrated package of
network management and support services, such as enhanced management software
and a network operations center.

We recently introduced two new fiber optic products that are currently being
used in a field trial of AT&T's LightWire Neighborhood Broadband System in Salt
Lake City, Utah. We believe these two products, the MuxNode and the MiniNode,
are key components of the next generation of HFC networks. These products
provide bi-directional signal transmission featuring multiple forward and
reverse paths that support analog and digital video, high-speed data and
telephony. This system design provides for the broader deployment of fiber into
the network which provides increased bandwidth and network reliability.

The increasing size, complexity and traffic over cable networks requires
consistent, reliable network performance to meet customer demands. We believe
cable network operators will need to substantially increase their investment in
high quality, value added services such as network design, activation, Internet
enablement, advice on system upgrades and proactive performance management.
Given the increased complexity and cost associated with designing monitoring and

21
<PAGE>

maintaining next generation HFC networks, we also believe cable operators will
turn to third party providers, such as C-COR.net, to assist them in enhancing
network integrity.

Our core business strategy is to leverage our over 45 year reputation for
quality and service, our strong, customer relationships and our extensive
installed base of transmission equipment to provide a broad line of flexible,
reliable and cost effective network products and service solutions.

Our principal executive offices are located at 60 Decibel Road, State College,
Pennsylvania 16801. Our telephone number is (814) 238-2461.

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 supplemental consolidated financial statements of the Registrant and
subsidiaries as of June 25, 1999 and June 26, 1998, and for each of the years in
the three-year period ended June 25, 1999, which have been restated to reflect
pooling-of-interests combinations with Convergence.com and Silicon Valley
Communications, Inc. have been incorporated by reference herein and in the
registration statement in reliance upon the reports of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents or portions of documents filed by us (File No. 0-
10726) with the Commission are incorporated herein by reference:

(a) Quarterly Report on Form 10-Q for the fiscal quarter ended
September 24, 1999

(b) Annual Report on Form 10-K, as amended by Form 10-K/A, for the
fiscal year ended June 25, 1999.

(c) Reports on Form 8-K filed on July 15, 1999, July 26, 1999 (as
amended by Form 8-K/A filed on August 2, 1999), August 30, 1999
and September 24, 1999 (as amended by Form 8-K/A filed on October
13, 1999).

(d) 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.

22
<PAGE>

(e) The description of our Series A Junior Participating Preferred
Stock Purchase Rights contained in our registration statement on
Form 8-A filed with the Commission under the Exchange Act on
August 30, 1999.

All reports and other documents subsequently filed by us pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this prospectus
and 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.

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.

23
<PAGE>

WHERE YOU CAN FIND MORE 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, 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.

24
<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.

1,794,802 SHARES OF
COMMON STOCK

_________________
PROSPECTUS
-----------------

November 17, 1999

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