UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 12, 1999
C-COR.net Corp.
(Exact name of Registrant as specified in its charter)
Pennsylvania 0-10726 24-0811591
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
60 Decibel Road, State College, Pennsylvania 16801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (814) 238-2461
C-COR Electronics, Inc.
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events.
On July 12, 1999 and July 14, 1999, the registrant issued press releases, which
are attached to this Current Report as Exhibit 99.1 and Exhibit 99.2,
respectively.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press Release, dated July 12, 1999, of C-COR.net Corp.
99.2 Press Release, dated July 14, 1999, of C-COR.net Corp.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
C-COR.net Corp.
(Registrant)
July 15, 1999
By: /s/ David A. Woodle,
Name: David A. Woodle
Title: President and Chief Executive Officer
July 12, 1999
Sally O. Thiel, Manager of Corporate
Communications, C-COR
(814) 231-4402 email: [email protected]
C-COR ANNOUNCES COMPLETION OF MERGER WITH CONVERGENCE.COM CORPORATION AND CHANGE
OF NAME TO C-COR.NET CORP.
Complementary Strengths Create Unique Broadband Network Capabilities
State College, PA (July 12 1999) - - C-COR Electronics, Inc., (Nasdaq: CCBL)
announced today that on July 9, 1999, it completed its merger with
Convergence.com Corporation, an Atlanta-based provider of Internet-enabling
technical services, under the terms and conditions previously announced on May
17, 1999. As a result, Convergence.com has become a wholly owned subsidiary of
C-COR and will operate as a segment of a separate business unit called Broadband
Management Services. Under the terms of the merger, C-COR issued approximately
1,450,000 shares of its common stock to Convergence.com shareholders and
converted certain warrants to acquire Convergence.com common stock into warrants
to acquire approximately 370,000 shares of C-COR common stock. These amounts
exclude approximately 150,000 shares acquired by C-COR in December 1998, when
C-COR invested $5 million in Convergence.com. David R. Ames and Terry L. Wright,
co-founders of Convergence.com, will become officers of the merged company.
In connection with the merger, C-COR has changed its corporate name to C-COR.net
Corp. to reflect the company's new and unique approach to providing customers
with a full line of capabilities for broadband network life cycle management.
Commenting on the merger, David A. Woodle, President and CEO of C-COR.net,
stated, "Our business focus is to provide customers with superior network
integrity. By applying our combined strengths, we can provide customers with the
HFC products, network management systems, technical services and
Internet-enabling capabilities needed to deploy high-speed data and telephony."
C-COR.net, headquartered in State College, Pennsylvania, provides products and
support to customers as they plan, design, build and maintain complex
communications networks. The company is an innovator, developer and supplier of
robust, high-quality distribution electronics, network management systems and
technical services for two-way hybrid fiber/coax (HFC) networks around the
world. Recently, C-COR.net announced that it had signed a Letter of Intent to
acquire Silicon Valley Communications, Inc., a leading technology company and
key supplier of comprehensive fiber optic transmission systems used in advanced
HFC networks.
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C-COR, founded over 45 years ago, designs and manufactures robust, high-quality
network distribution products for two-way hybrid fiber/coax (HFC) networks.
C-COR's headquarters is in State College, Pennsylvania, with production
facilities in State College and Tipton, Pennsylvania; and Tijuana, Mexico. C-COR
maintains offices in Toronto, Canada; Almere, The Netherlands; and Hong Kong.
C-COR's common stock is listed in the Nasdaq National Market under the symbol
CCBL. C-COR's website is http://www.c-cor.com. C-COR was named to Forbes
Magazine's 200 Best Small Companies in America List (1998).
Some of the information presented in this announcement constitutes forward
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Although the Company believes that its expectations are
based on reasonable assumptions within the bounds of its knowledge of its
business and operations, there can be no assurance that actual results will not
differ materially from its expectations. Factors which could cause actual
results to differ from expectations include the ability to consummate the
mergers with Convergence.com Corporation and Silicon Valley Communications, Inc.
and integrate Convergence.com's and Silicon Valley Communications' businesses;
the timing of orders received from customers; the gain or loss of significant
customers; changes in the mix of products sold; changes in the cost and
availability of parts and supplies; fluctuations in warranty costs; new product
development activities; the Company's ability to implement its strategies of
product, service, and global market expansion; economic conditions affecting
domestic and international markets; regulatory changes affecting the
telecommunications industry, in general, and the Company's operations, in
particular; competition and changes in domestic and international demand for the
Company's products; the Company's ability to assess the risks of the year 2000
issue, with respect to its operations, and resolve them in a timely manner; and
other factors which may impact operations and manufacturing. For additional
information concerning these and other important factors which may cause the
Company's actual results to differ materially from expectations and underlying
assumptions, please refer to the reports filed by the Company with the
Securities and Exchange Commission.
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#####
July 14, 1999
Sally O. Thiel, Manager of Corporate
Communications, C-COR.net
(814) 231-4402 email: [email protected]
C-COR.NET AND SILICON VALLEY COMMUNICATIONS (SVCI)
AGREE TO MERGE
Follows May 1999 Signing of Letter of Intent to Acquire SVCI
State College, PA (July 14, 1999) - C-COR.net Corp. (formerly C-COR Electronics,
Inc.) (Nasdaq: CCBL) and Silicon Valley Communications, Inc., a Santa Clara,
California-based provider of high-performance fiber optic equipment for
broadband networks, announced today that they have entered into a definitive
merger agreement, under which Silicon Valley Communications will become a
wholly-owned subsidiary of C-COR. Under the merger agreement, C-COR will issue
approximately 1,605,000 shares of its common stock to the Silicon Valley
Communications shareholders and convert options and warrants to acquire Silicon
Valley Communications stock into options and warrants to acquire approximately
420,000 shares of C-COR common stock, each subject to certain potential
adjustments set forth in the merger agreement.
Under the terms of the proposed merger, it is expected that the transaction will
qualify as a tax-free reorganization under the provisions of the Internal
Revenue Code, and it will be accounted for as a "pooling of interests." The
merger is expected to be completed in the late Summer or Fall of 1999, subject
to satisfaction of certain conditions stated in the merger agreement.
Silicon Valley Communications, Inc., founded in 1994, has its headquarters,
research laboratory and manufacturing facilities based near San Francisco,
California. The SVCI product line includes 1310 nm forward and return path
transmitters and receivers, 1550 nm externally-modulated transmitters,
erbium-doped fiber amplifiers (EDFAs) in 3 RU and 1 RU sizes and an SNMP
(standard network management protocol) -compliant network management system. The
design philosophy behind the products has been to address the changing domestic
and international market needs by providing flexibility, modularity and
efficiency for today's broadband video and interactive Internet network
applications.
Commenting on the proposed merger, David Woodle, President and CEO of C-COR.net,
stated, "We are very pleased to be moving forward with this strategic step that
rounds out our fiber optic product offering. We are encouraged by the response
from customers and the global marketplace regarding the addition of SVCI's
high-performance, high quality fiber optics to our product line. With SVCI's
fiber optics capability, we will be able to significantly expand our ability to
meet the HFC network life cycle requirements of today and into the future. We
continue to stay focused on providing our customers with superior network
integrity through offering both HFC products and broadband management services."
Mary Fong, Chairperson of SVCI, added, "We have received very positive feedback
from the marketplace regarding our intent to join forces with C-COR. By
combining Silicon Valley's headend fiber products with C-COR's strong legacy in
the industry for RF amplifiers and Navicor nodes, network management systems and
broadband management services, we can better serve our customers as they plan
for network expansion."
C-COR, headquartered in State College, Pennsylvania, provides products and
support to customers as they plan, design, build and maintain complex
communications networks. The Company is an innovator, developer and global
supplier of robust, high quality distribution electronics, network management
systems and technical services for two-way hybrid fiber/coax (HFC) networks. On
July 9, 1999, C-COR completed a merger with Convergence.com, an Atlanta-based
provider of Internet-enabling technical services.
As a result of the merger, Convergence.com became a wholly-owned subsidiary of
C-COR, operating as a separate business unit called Broadband Management
Services. In connection with the merger, C-COR changed its name from C-COR
Electronics, Inc. to C-COR.net Corp.
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C-COR, founded over 45 years ago, designs and manufactures robust, high-quality
network distribution products for two-way hybrid fiber/coax (HFC) networks.
C-COR's headquarters is in State College, Pennsylvania, with production
facilities in State College and Tipton, Pennsylvania; and Tijuana, Mexico. C-COR
maintains offices in Toronto, Canada; Almere, The Netherlands; and Hong Kong.
C-COR's common stock is listed in the Nasdaq National Market under the symbol
CCBL. C-COR's website is http://www.c-cor.com. C-COR was named to Forbes
Magazine's 200 Best Small Companies in America List (1998).
Some of the information presented in this announcement constitutes forward
looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Although the Company believes that its expectations are
based on reasonable assumptions within the bounds of its knowledge of its
business and operations, there can be no assurance that actual results will not
differ materially from its expectations. Factors which could cause actual
results to differ from expectations include the ability to consummate the
mergers with Convergence.com Corporation and Silicon Valley Communications, Inc.
and integrate Convergence.com's and Silicon Valley Communications' businesses;
the timing of orders received from customers; the gain or loss of significant
customers; changes in the mix of products sold; changes in the cost and
availability of parts and supplies; fluctuations in warranty costs; new product
development activities; the Company's ability to implement its strategies of
product, service, and global market expansion; economic conditions affecting
domestic and international markets; regulatory changes affecting the
telecommunications industry, in general, and the Company's operations, in
particular; competition and changes in domestic and international demand for the
Company's products; the Company's ability to assess the risks of the year 2000
issue, with respect to its operations, and resolve them in a timely manner; and
other factors which may impact operations and manufacturing. For additional
information concerning these and other important factors which may cause the
Company's actual results to differ materially from expectations and underlying
assumptions, please refer to the reports filed by the Company with the
Securities and Exchange Commission.
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