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 25, 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 25, 1999, the Registrant issued a press release, which is attached to
this Current Report as Exhibit 99.1, announcing that it has executed a letter of
intent to acquire Silicon Valley Communications, Inc.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press Release, dated May 25, 1999, of C-COR Electronics, Inc.
<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 26, 1999
By: /s/ David A. Woodle,
Name: David A. Woodle
Title: President and Chief Executive Officer
Tuesday May 25, 7:40 am Eastern Time
Company Press Release
SOURCE: C-COR Electronics, Inc.
C-COR Signs Letter of Intent to Acquire Silicon Valley Communications (SVCI)
SVCI, a Key Supplier of High-Performance Fiber Optic Equipment for Broadband
Networks
STATE COLLEGE, Pa., May 25 /PRNewswire/ -- C-COR Electronics, Inc. (Nasdaq: CCBL
- - news), to be renamed C-COR.net, pending completion of its merger with
Convergence.com, announced today that the company has signed a letter of intent
to acquire Silicon Valley Communications, Inc., a leading edge technology
company and key supplier of high quality, comprehensive fiber optic transmission
systems used in advanced, hybrid fiber/coax (HFC) networks. The transaction,
which is expected to be completed in summer 1999, is subject to the satisfaction
of a number of conditions. The estimated value of the transaction, including
issuance of stock and the assumption of debt, is over $50 million.
Silicon Valley Communications, founded in 1994, has its headquarters, research
laboratory and manufacturing facilities based in Santa Clara, California. The
SVCI product line includes 1310 nm forward and return path transmitters and
receivers, 1550 nm DWDM transmitters, 1550 nm externally- modulated
transmitters, erbium-doped fiber amplifiers (EDFAs) in 3 RU and 1 RU sizes and
SNMP compliant NMS. 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.
David A. Woodle, President and CEO of C-COR, stated, "This move will allow us to
round out our fiber optic product offering while meeting our strategic objective
of providing advanced technology, broadband HFC products to our domestic and
international customers. We continue to see a growing need for high-performance,
high quality fiber optic products for the evolving architectures and feel the
SVCI products will significantly expand our ability to meet the requirements
today and into the future for superior network integrity."
Mary Fong, Chairman of SVCI, commented, "We feel very positive about joining
forces with C-COR, which has a strong 45-year legacy in the industry. The
combination of our Silicon Valley Communications products with C-COR's RF
amplifiers, Navicor(TM) nodes, network management systems, network design and
activation capabilities, and Internet enabling technical services form a total
set of product and service solutions for customers throughout the full broadband
network life cycle."
C-COR, headquartered in State College, Pennsylvania, provides products and
support to customers as they plan, design, build and maintain complex broadband
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 HFC networks around the world. Recently C-COR
announced that the company and Convergence.com, an Atlanta- based provider of
Internet-enabling technical services, had 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. The merger is expected to be completed in June 1999.
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 Silicon
Valley Communications Inc., 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.
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
Silicon Valley Communications, Inc. (SVCI)
Headquarters: Santa Clara, California - USA
Chairperson and
Chief Executive Officer: Mary Fong
Corporate Description: SVCI's technology and products serve
the rapidly growing optical communications and
multimedia markets with advanced fiber-optic
transmission and distribution systems for
broadband video and digital networks.
SVCI provides a complete family of modular, high
performance, optical communications products
including 1310 nm and 1550 nm fiber-optic
transmitters, erbium-doped fiber amplifiers
(EDFAs), indoor and outdoor fiber-optic receivers,
return path transmitters and return path receivers
for cable networks. SVCI's products are available
in 3-RU and 1-RU high sizes for flexibility of
insertion into a Universal Chassis together with
AC or DC power supply modules.
SVCI is actively focused on advanced research and
product development activities to satisfy the
interactive bi-directional needs of the
Information Superhighway. Due to the various cable
network systems now deployed, SVCI is listening
carefully to engineering and economic requirements
and working with cable operator upgrade and
conversion teams to understand the most effective
applications of our research and development
efforts for advanced HFC networks.
Revenues: N.A.
Earnings: N.A.
Assets: N.A.
Capital Expenditures: N.A.
Market Capitalization: N.A.
Shareholders of Record: N.A.
Total Employees: 70
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.
Mary Fong
Chairperson, Chief Executive Officer
Silicon Valley Communications, Inc.
Mary Fong, Chairperson, CEO and co-founder, has more than thirty years of
experience in building new firms and developing them into fully operational and
profitable companies.
Her expertise covers operation, finance, international trading, and investment.
She was co-founder of Genexco/Newtimes Ltd, a Taiwanese textile and garment
manufacturer and exporter, with offices and factories internationally. She was
also the co-founder of Thai Wonderful Wire & Cable (a cable and wire
manufacturer) and AT Research (an industrial automation company) in Thailand.
She is also the founder and developer of Rose Garden Hotel in Yangon, Myanmar
(under construction).
Mary earned a business degree from California State University at Northrop.
