<PAGE>
As filed with the Securities and Exchange Commission on November 9, 1999
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
-----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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C-COR.NET CORP.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 24-0811591
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
60 DECIBEL ROAD
STATE COLLEGE, PENNSYLVANIA 16801
(814) 238-2461
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
DAVID A. WOODLE, PRESIDENT
60 DECIBEL ROAD
STATE COLLEGE, PENNSYLVANIA 16801-7530
(814) 238-2461
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------------
Copies to:
Robert C. Gerlach, Esq. Philip P. Rossetti, Esq.
Ballard Spahr Andrews & Ingersoll, LLP Hale and Dorr LLP
1735 Market Street, 51st Floor 60 State Street
Philadelphia, PA 19103 Boston, Massachusetts 02109
(215) 665-8500 (617) 526-6000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this registration statement is declared effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-87909
---------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================
Proposed Proposed
Amount maximum maximum
Title of each class of to be offering price aggregate Amount of
securities to be registered registered(1) per unit(2) offering price registration fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value...... 345,000 $44.00 $15,180,000 $4,221
======================================================================================================
</TABLE>
(1) Includes 45,000 shares which the Underwriters have the option to purchase
to cover over-allotments, if any.
(2) Based upon the price set forth on the Registrant's final prospectus dated
November 8, 1999.
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<PAGE>
STATEMENT INCORPORATING BY REFERENCE THE CONTENTS OF REGISTRATION
STATEMENT NO. 333-87909 DECLARED EFFECTIVE ON NOVEMBER 8, 1999
This registration statement is being filed with respect to the
registration of additional shares of common stock, $.10 par value per share, of
C-COR.net Corp., a Pennsylvania corporation (the "Company"), pursuant to Rule
462(b) under the Securities Act of 1933, as amended ("Rule 462(b)"). Pursuant to
Rule 462(b), the contents of the registration statement of the Company (File No.
333-87909) as amended, which was declared effective on November 8, 1999 (the
"Earlier Registration Statement"), including the exhibits thereto, are
incorporated by reference into this Registration Statement. The form of
prospectus contained in such Earlier Registration Statement will reflect the
aggregate amount of securities registered in this Registration Statement and the
Earlier Registration Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of State College, Commonwealth of Pennsylvania, on
November 9, 1999.
C-COR.net CORP.
By:/s/ David A. Woodle
-----------------------------------------------
David A. Woodle
President and Chief Executive Officer
Each person whose signature appears below constitutes and appoints, DAVID
A. WOODLE and WILLIAM T. HANELLY and each of them, as true and lawful attorneys-
in-fact and agents with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this registration statement,
and to file the same with all exhibits thereto, and other documents in
connection therewith, granting unto said attorneys-in-fact and agents full power
and authority to do and be done in connection with the above premises, as fully
to all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-3 has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ David A. Woodle President and Chief Executive November 9, 1999
- ------------------------------ Officer and Director (Principal
David A. Woodle Executive Officer)
/s/ William T. Hanelly Vice President - Finance, Secretary November 9, 1999
- ------------------------------ and Treasurer (Principal Financial Officer)
William T. Hanelly
/s/ Joseph E. Zavacky Controller (Principal Accounting November 9, 1999
- ------------------------------ Officer)
Joseph E. Zavacky
- ------------------------------ Director and Chairman November 9, 1999
Richard E. Perry
______________________________ Director November 9, 1999
Donald M. Cook, Jr.
/s/ I.N. Rendall Harper, Jr. Director November 9, 1999
- ------------------------------
I. N. Rendall Harper, Jr.
/s/ Anne P. Jones Director November 9, 1999
- ------------------------------
Anne P. Jones
______________________________ Director November 9, 1999
John J. Omlor
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
_____________________________ Director November 9, 1999
Frank Ruskinko, Jr.
/s/ James J. Tietjen Director November 9, 1999
- ------------------------------
James J. Tietjen
/s/ Michael J. Farrell Director November 9, 1999
- ------------------------------
Michael J. Farrell
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description and Method of Filing
- ------ --------------------------------
<S> <C>
5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP.
23.1 Consent of KPMG LLP (State College, PA).
23.2 Consent of KPMG LLP (Atlanta, GA).
23.3 Consent of KPMG LLP (Mountain View, CA).
23.4 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5).
</TABLE>
<PAGE>
Exhibit 5
November 9, 1999
C-COR.net Corp.
60 Decibel Road
State College, PA 16801
Re: C-COR.net Corp. Registration of Additional Shares Pursuant to Rule
------------------------------------------------------------------
462(b)
------
Gentlemen:
We have acted as special counsel to C-COR.net Corp. (the "Company") in
connection with the proposed sale of 300,000 additional shares of common stock
(with up to 45,000 additional shares of common stock subject to an over-
allotment option granted by the Company to the underwriters) of the Company, par
value $0.10 per share (the "Additional Shares"), to the underwriters named in
the Registration Statement on Form S-3, as amended (File No. 333-87909), as set
forth in that certain Registration Statement on Form S-3 relating to the
Additional Shares filed with the Securities and Exchange Commission pursuant to
Rule 462(b) under the Securities Act of 1933, as amended (the "Registration
Statement").
In rendering our opinion, we have reviewed and relied upon such
certificates, documents, corporate records, other instruments and
representations of officers of the Company as in our judgment are necessary or
appropriate to enable us to render the opinion expressed below. In giving this
opinion, we are assuming the authenticity of all instruments presented to us as
originals, the conformity with the originals of all instruments presented to us
as copies and the genuineness of all signatures.
Based upon the foregoing, we are of the opinion that the Additional Shares
to be sold have been duly authorized and, when duly executed, delivered, issued
and paid for, will be legally issued, fully paid and nonassessable.
<PAGE>
C-COR.net Corp.
November 8, 1999
Page 2
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement with respect to the offering of the Additional Shares and
the reference to the firm in the section of the Registration Statement entitled
"Legal Matters."
This opinion is limited to the matters expressly stated herein. No implied
opinion may be inferred to extend this opinion beyond the matters expressly
stated herein. We do not undertake to advise you or anyone else of any changes
in the opinion expressed herein resulting from changes in law, changes in facts
or any other matters that hereafter might occur or be brought to our attention.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll, LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
C-COR.net Corp.:
We consent to the use of our report dated September 20, 1999 relating to the
supplemental consolidated balance sheets of C-COR.net Corp. as of June 25, 1999
and June 26, 1998, and the related supplemental consolidated statements of
operations, cash flows and shareholders' equity for each of the years in the
three-year period ended June 25, 1999, incorporated herein by reference. The
supplemental consolidated financial statements give retroactive effect to the
mergers of C-COR.net Corp. and Convergence.com Corporation, which occurred on
July 9, 1999, and Silicon Valley Communications, Inc., which occurred on
September 17, 1999. We also consent to incorporation by reference herein of our
reports dated August 16, 1999, relating to the consolidated balance sheets of C-
COR.net Corp. as of June 25, 1999 and June 26, 1998, and the related
consolidated statements of operations, cash flows and shareholders' equity for
each of the years in the three-year period ended June 25, 1999 and related
schedule, which reports appear in the June 25, 1999, annual report on Form 10-K
of C-COR.net Corp.
We also consent to the references to our firm under the heading "Experts" and
"Selected Consolidated Financial Data" in the prospectus.
KPMG LLP
State College, Pennsylvania
November 8, 1999
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
C-COR.net Corp.:
We consent to incorporation herein by reference in the registration statement on
Form S-3 of C-COR.net Corp. of our report dated May 28, 1999, with respect to
the consolidated balance sheets of Convergence.com Corporation as of December
31, 1998 and 1997, and the related consolidated statements of operations,
shareholders' equity (deficit), and cash flows for the years then ended, which
report appears in the Form 8-K/A of C-COR.net Corp. dated July 9, 1999.
KPMG LLP
Atlanta, Georgia
November 8, 1999
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
C-COR.net Corp.:
We consent to incorporation herein by reference in the registration statement on
Form S-3 of C-COR.net Corp. of our report dated July 30, 1999, except as to Note
2, which is as of August 4, 1999, with respect to the balance sheets of Silicon
Valley Communications, Inc. (formerly Qualop Systems Corporation) as of June 25,
1999 and June 30, 1998, and the related statements of operations, shareholders'
(deficit) equity, and cash flows for the years then ended, which report appears
in the Form 8-K/A of C-COR.net Corp. dated September 17, 1999.
Our report dated July 30, 1999, except as to Note 2, which is as of August 4,
1999, contains an explanatory paragraph that states that the Company has
suffered recurring losses from operations, has negative working capital and an
accumulated deficit, and is in violation of certain debt covenants that raise
substantial doubt about its ability to continue as a going concern. The
financial statements do not include any adjustments that might result from the
outcome of that uncertainty.
KPMG LLP
Mountain View, California
November 8, 1999
