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) May 17, 1999
Commission File Number: 0-10726
C-COR Electronics, Inc.
(Exact name of Registrant as specified in its charter)
Pennsylvania 24-0811591
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
60 Decibel Road, State College, Pennsylvania 16801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (814) 238-2461
Not applicable
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events.
On May 17, 1999, the Registrant issued a press release, which is attached to
this Current Report as Exhibit 99.1, announcing that it has entered into an
Agreement and Plan of Merger providing for the merger of C-COR Acquisition
Corp., a Georgia corporation and a wholly owned subsidiary of the Registrant,
with and into Convergence.com Corporation, a Georgia corporation
("Convergence"), with Convergence being the surviving entity and becoming a
wholly owned subsidiary of the Registrant.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press Release, dated May 17, 1999, of C-COR Electronics, Inc. and
Convergence.com Corporation
<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 ELECTRONICS, INC.
(Registrant)
May 24, 1999
By: /s/ David A. Woodle,
Name: David A. Woodle
Title: President and Chief Executive Officer
C-COR and Convergence.com Agree to Merge; C-COR to Adopt New Corporate Name;
Complementary Strengths Create Unique Broadband Internet Capabilities
C-COR Electronics, Inc. (Nasdaq: CCBL - news) and Convergence.com Corporation,
an Atlanta-based provider of Internet-enabling technical services, announced
today that they have entered into a definitive merger agreement, under which
Convergence.com will 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 merger agreement, C-COR will issue approximately 1,450,000 shares of
its common stock to Convergence.com shareholders and convert certain warrants to
acquire Convergence.com 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. Upon completion of the merger, C-COR's corporate name will be
changed 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.
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 June 1999, subject to satisfaction of
certain conditions stated in the merger agreement. David A. Woodle will be
President and Chief Executive Officer of C-COR.net and David R. Ames and Terry
L. Wright, co-founders of Convergence.com, will become officers of the merged
company. David Ames will be Sr. Vice President of the Broadband Management
Services business unit which will focus on offering an integrated package of
technical services, including access to broadband Internet/high-speed data
capabilities and a full set of network management products and services. The
24/7 Network Operations Center (NOC), a core capability of the services group,
will remain operational at the Convergence.com facility near Atlanta, Georgia.
Terry L. Wright will become Chief Technology Officer of C-COR.net and will
maintain his principal office at the Georgia site.
Commenting on the proposed merger, David A. Woodle stated, "We are very pleased
to be moving forward with this strategic step. The combination of C-COR's strong
legacy in the broadband hybrid fiber/coax (HFC) marketplace with
Convergence.com's experience in offering Internet enabling solutions yields a
unique set of network capabilities. We believe that our combined strengths will
give customers access to the products and services needed to achieve rapid
deployment of high-speed data and telephony capabilities. Put simply, our
business focus is to provide customers with superior network integrity."
David R. Ames added, "We are enthusiastic about consolidating our services so we
can most effectively leverage our expanded offerings. Our goal is to maximize
our complementary strengths to create unique broadband Internet capabilities."
Terry L. Wright commented, "The combined technical expertise of the two
companies creates a synergy that will benefit customers as they address rapidly
changing technology issues now and into the future. We understand the networks
of tomorrow, today."
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, including, but not
limited to the company's expectations in connection with the merger with
Convergence.com Corporation, 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 merger with Convergence.com
Corporation and integrate Convergence's business, 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.
Terms of Merger of C-COR Electronics, Inc. and Convergence.com Corporation
-- C-COR will exchange one share of C-COR common stock for every share of
Convergence.com, including warrants -- approximately 1.8M shares will be
exchanged.
-- Merger will be tax free and will be accounted for as a pooling of
interests.
-- C-COR Electronics, Inc. will be renamed C-COR.net Corp. and will focus
on providing customers with a full line of capabilities for broadband
network life cycle management.
-- Convergence.com Corporation will become a wholly-owned subsidiary of
C-COR.net Corp. and will operate as a segment of a separate business
unit called Broadband Management Services. It will offer customers an
integrated package of technical services, including access to broadband
Internet/high-speed data capabilities and a full set of network
management products and services.
-- David A. Woodle will be the President and Chief Executive Officer of
C-COR.net Corp., the title he held at C-COR Electronics, Inc.
-- David Ames and Terry Wright, co-founders of Convergence.com Corporation
will become officers of C-COR.net Corp. and will enter into 3 year
employment contracts.
-- Convergence.com Corporation will remain in its current location outside
Atlanta, GA.
-- The merger is expected to close in 4 to 6 weeks.
Background Information
C-COR Electronics, Inc. (Nasdaq: CCBL - news)
Headquarters: State College, Pennsylvania - USA
President and
Chief Executive Officer: David A. Woodle
Corporate Description: Products and services for network operators as
they plan, design, build and maintain complex,
broadband communications networks. Included are
robust, high-quality RF and AM fiber optic
distribution electronics and a full complement
of technical services, network management
systems, and technical services. Through an
alliance with Convergence.com, a provider of
Internet enabling technical services, C-COR is
the exclusive reseller of Convergence.com's
products and services in North America.
Convergence.com's products and services enable
delivery of cost-effective, high-speed,
broadband Internet and data services to
businesses, residential customers, schools and
other institutions.
Locations: Headquarters in State College, Pennsylvania and
production facilities in State College and
Tipton, Pennsylvania; and Tijuana, Mexico.
Offices in Toronto, Canada; Almere,
The Netherlands; and Hong Kong.
Revenues: $152 million*
Earnings: $0.78 per share from continuing operations*
Assets: $75,518, 000*
Capital Expenditures: $8,782,000*
Market Capitalization: $215 million (as of May 14, 1999)
Shareholders of Record: 599*
Total Employees: 1646 (April 1999)
*Effective Fiscal Year Ending June 26, 1998
Background Information
Convergence.com Profile
Headquarters: Atlanta, Georgia, USA
President and Chief
Executive Officer: David R. Ames
Services Offered: Convergence.com utilizes the following services
to assess the Internet needs of each client in
order to be able to accurately offer the
customized broadband access solution required:
-- Business Consulting - Modeling and Analysis
-- Marketing Analysis and Support Services
-- Network Operations Center (NOC) Services
-- End User Help Desk
-- Complete Server Solutions - Hardware,
Software and Maintenance -- Remote Server
Management and Provisioning -- RF Technician Help
Desk Internet -- Network Service Provisioning --
RF Network Analysis and Certification -- Hardware
and Software Integration Services -- Data Over
Cable Hardware and Software -- Market Activation
Services -- Client Kits including Media Production
-- Telesales Support
Locations: Atlanta, Georgia
Revenues: $2.7 million (As of April 1999)*
Profits (loss): ($0.8 million) (As of April 1999)*
Assets: $7.3 million (As of April 1999)*
Total employees: 74
Customers: Cable operators through which it monitors
over 5,500 cable modem subscribers.
*Financials are for the first four months of CY1999 and are unaudited.
David A. Woodle
President and Chief Executive Officer
C-COR Electronics, Inc.
David A. Woodle was appointed President and Chief Executive Officer of C-COR
Electronics, Inc. in August 1998 and has been a member of the C-COR Board of
Directors since October 1998. Under Mr. Woodle's leadership, C-COR has launched
a major corporate repositioning strategy to tap into the rapidly growing demand
by the broadband communications industry for expertise in launching, managing
and delivering high-speed broadband Internet and data services.
Prior to joining C-COR, Mr. Woodle led merger transition efforts as Vice
President and General Manager of Raytheon E-Systems/HRB Systems, and
successfully positioned the company in the wireless data telecommunications
marketplace. Subsequently, as General Manager of Strategic Systems for Raytheon
Systems Company, he was responsible for managing a one-half billion dollar
business focused on real-time information systems integration. Mr. Woodle has
had over 20 years business and management experience in engineering and
manufacturing, with recognized expertise in strategic planning, global business
development and partnerships, business acquisitions and mergers, and technical
innovation.
Mr. Woodle serves as a Director on several Boards including the Chamber of
Business and Industry of Centre County, the Centre County United Way, and the
Shaner Sports Complex. He is also the Chairman of the CEO Group for Centre
County and an Elder at St. John's United Church of Christ. Mr. Woodle holds a
Bachelor of Science degree in Computer Science from the Pennsylvania State
University.
David R. Ames
President and Chief Executive Officer
Convergence.com Corporation
David R. Ames is Chairman, President and Chief Executive Officer for
Convergence.com, which he co-founded in May 1994.
Convergence.com Corporation, a privately held company, is the first company to
help cable systems of all sizes launch and manage high-speed broadband Internet
access and other data services. Drawing on many years of cable industry
experience, Convergence.com provides customized Internet and data solutions,
cutting edge broadband network monitoring, cable modem help desk and other
broadband Internet service offerings. The company has successfully launched or
assisted in the launch of data/Internet services in more than 40 cable systems
in the United States and abroad, as well as technically supervising over 60
cable modem demonstration events for the National Cable Television Association.
In a world largely populated by engineers, scientists and technologists, David
R. Ames brings a valuable combination of corporate and entrepreneurial business
and content knowledge to his position. His 25 years of diverse professional
experience incorporates the Internet/data services, entertainment, multimedia,
telecommunications and computer industries, with roles ranging from
entertainment and advertising executive, television and feature film producer,
and, business consultant to creator of the first major motion-content CD-ROM for
the stock footage industry.
Immediately prior to forming Convergence.com with Terry Wright in 1994, Ames
worked as a consultant to develop interactive, multimedia-based applications and
information services for a wide variety of clients. On the technical side, Ames
developed an interactive multimedia kiosk for Digital Equipment Corporation and
a Windows-based Reuters news photo CD-ROM with Royal Recovery Systems, Inc. In
addition to his consulting work, Mr. Ames is an advising director to the world
renowned Silent Movie Killiam Archive and Film Collection, which contains the
original negatives and assignments of the D.W. Griffith and The Biograph
Company.
From 1989 to late 1991, Ames was Director of Acquisitions and Sales of the Film
Division for The Image Bank, a wholly-owned subsidiary of the Eastman Kodak
Company and the largest global sales and marketing organization for stock film,
stills and illustrations. Mr. Ames was responsible for introducing the company
to a computerized interactive archival motion image retrieval system.
Ames began his career at Benton & Bowles Advertising, working on the Procter &
Gamble, General Foods and Hasbro Toy accounts. His next position at N.W. Ayer
Advertising launched his career in television. At Ayer, Ames supervised the AT&T
corporate broadcast advertising account, which included strategy, commercial
production and programming the Bell Family Theater -- a series that included
award-winning productions such as "The Red Pony," "The Count of Monte Cristo,"
and "The Man in the Iron Mask."
Subsequently, Ames joined Hartwest Productions, Inc., where over a period of
five years he rose to the position of president and chairman of the board. Under
his direction, Hartwest produced such outstanding productions as "Our Town,"
starring Hal Holbrook, and the mini-series "Evita," starring Faye Dunaway. In
1986, Ames arranged capital for Hartwest through a public offering and later
arranged for Hartwest to merge with Films Around the World.
Ames maintains close ties to the traditional entertainment business while
actively participating in the emerging Internet/data-over-cable industry. As
such, he was a producer of the April 1994 television film "The Yearling" through
his association as a founder and member of the board of directors of Showcase
Productions International, Inc. in New York City.
An Ohio native, Ames holds a Bachelor of Science degree from Ithaca College in
upstate New York and he completed the Benton & Bowles Marketing/Advertising MBA
program in association with Columbia University and the Wharton Business School.
He is currently an advisory board member for several key industry nonprofit
organizations, including Women in Cable and The Broadband Forum. As in 1998, he
is currently a member of the 1999 NCTA National Convention Committee. He also
serves on the Board of Directors and is Chairman of the membership committee for
the Georgia State Broadband Telecommunications Research Center. Ames has also
been a member of the Television Academy of Arts and Sciences and FOCAL.
He frequently shares his unique combination of expertise by serving as a guest
lecturer on the Internet and convergence phenomenon, as well as film and
television history, at various colleges and universities, professional groups
and companies.
Terry L. Wright
Chief Technology Officer
Convergence.com Corporation
Terry L. Wright is Chief Technology Officer for Convergence.com and co- founded
this company in May 1994.
Convergence.com Corporation, a privately held company, draws on many years of
cable industry experience to help cable systems of all sizes launch and manage
high-speed broadband Internet access and other data services. Convergence.com,
which provides flexible solutions as well as customized solution and service
offerings, has successfully launched or assisted in the launch of data/Internet
services in more than 30 cable systems in the United States and abroad.
A nationally renowned technologist, Wright is now helping to define and shape
the underlying technical infrastructure supporting the evolving convergence
phenomenon. Building on profound expertise in the areas of advanced digital and
broadband network design and implementation; operating systems design and
development; warfare systems simulations; transaction processing systems
development and technology research, Wright maintains Convergence.com's
leading-edge market and technical intelligence.
Immediately prior to forming Convergence.com with David Ames in 1994, Wright
worked for eight years as a senior networking consultant at Digital Equipment
Corporation (DEC). At DEC, Wright played a major role in a number of
high-profile initiatives, including pioneering market development and technical
work on the original ChannelWorks cable modem (OEM from LanCity), development of
the National Research Education Network proposal; Eastman Kodak Corporate
Network outsourcing, and the America 2000 program proposal to enhance American
educational infrastructure. During his tenure at DEC, Wright was also the
systems and network architect for the Center for Integrated Manufacturing at
Rochester Institute of Technology and chair of the Wide-Area- Network Special
Interest Group for Global Network Partners.
Prior to 1987, Wright worked for the Eastman Kodak Company on a wide variety of
precedent-setting projects. For example, he worked on the Distributed PhotoLab
Networking Systems design and implementation; Fluid Analysis (Ecktakem 7000)
Mechanism Control Architecture; Multi-tasking Operating System design and
implementation for single-board computer system; Kodak Park's automated
photographic inspection system; and design of an automated satellite-based photo
distribution system for the National Security Council.
Wright was previously employed at General Electric as a systems architect for
the Trident II Physical Environment Systems Simulation for Training Software
System. In the mid-1970s, Wright worked for Sycor Incorporated as senior
firmware engineer. At Sycor, Wright designed and built Token Ring controller
software design and implementation, as well as printer product design and
implementation.
Early in Wright's career, he worked at NCR Corporation, where his
accomplishments included developing the majority of the software for the first
electronic cash register system.
Among Wright's many published works are the 1996 and 1997 National Cable
Television Association (NCTA) Technical Papers Journal; Proceedings Manual
(collected technical papers) of the 1997 Society of Cable and Telecommunications
Engineers's (SCTE) Conference on Emerging Technologies; and ACM SIGCOMM
International Workshops on Community Networking: Integrated Multimedia Services
to the Home. Additionally, Wright has been published in IEEE Computer Magazine,
Tele.Com Magazine, New Telecom Quarterly and Kinetic Strategies's Cable Modem
Report. Since 1997, Wright also writes a bi-monthly bylined column called "The
Data Game" for Communications Technology (CT) magazine, the official trade
journal of the SCTE.
Wright recently received a patent in high-efficiency broadband network
architecture (Spectrum Parallel Routing system, or SPRouter(TM)) for optimal
performance data services. Recent formal presentations made by Wright include
the 1996 NCTA National Show; the 1997 SCTE Conference on Emerging Technologies;
the 1997 National Conference of Regulatory Utility Commission Engineers; the
1997 International Television Symposium and Technical Exhibition; and a 1999
lecture at the Georgia Center for Advanced Telecommunications Technology
(GCATT).
Wright's many professional affiliations include membership in the NCTA;
International Institute of Electrical and Electronics Engineers (IEEE 802.14
Standards Committee -- Voice, Video, and Data over Cable HFC); Society for Cable
and Telecommunications Engineers (SCTE); IETF IPCDN - Internet over Cable
Working Group; Board of Advisors for Georgia Center for Advanced
Telecommunications Technology (GCTAA); Cyberspace Society; Internet Society;
and, he has been asked to serve as president of the Cybernarian Club. He is also
a former member of ANSI X3T9.5 FDDI Standards Working Group and ANSI X3T9.3
Intelligent Peripheral Interfaces.
A native of Ohio, Wright's educational background includes the University of
Dayton, Wright State University, and workshops at Harvard University.
