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Pursuant To Rule No.424(b)(3)
Promulgated under the Securities Act of 1933
Registration No. 333-82697
PROSPECTUS
1,800,253 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 September 23, 1999, the reported
closing price of the common stock was $33.6875 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 September 27, 1999.
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TABLE OF CONTENTS
PAGE
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SUMMARY............................................................. 3
RISK FACTORS........................................................ 4
FORWARD LOOKING STATEMENTS.......................................... 13
USE OF PROCEEDS..................................................... 13
SELLING SHAREHOLDERS................................................ 13
PLAN OF DISTRIBUTION................................................ 15
THE COMPANY......................................................... 18
LEGAL MATTERS....................................................... 19
EXPERTS............................................................. 19
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..................... 19
WHERE YOU CAN FIND MORE INFORMATION................................. 20
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SUMMARY
The Offering
Securities Offered.............. Up to 1,800,253 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.
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.
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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;
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. 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;
. maintaining quality control of our expanded product line;
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. 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 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
between September and December 1999, 1,390,084 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 25% of our outstanding shares. Furthermore, 37,557 shares
issuable upon exercise of options at a weighted average exercise price of $1.90
and warrants to purchase 242,707 shares at a weighted average exercise price of
$13.97 will become eligible for resale on various dates between September and
December 1999. Additionally, 16,955 shares issuable upon exercise of options at
a weighted average exercise price of $2.06 and warrants to purchase 178,370
shares at a weighted average exercise price of $26.12 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.
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.
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
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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
. 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.
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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 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:
. 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;
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. 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 will be
sufficient to meet our operating needs for the next 12 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. While we have no current
agreements or negotiations with respect to any potential acquisitions, 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.
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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.
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
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. 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 September 23, 1999, the price of our common stock rose from
approximately $21.00 to $33.69 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;
. 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,
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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.
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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 17 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.
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 September 17, 1999
and the amount of securities to be sold by them under this prospectus. The
securities 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 Convergence and converted by us into
warrants to acquire our common stock in connection with the Convergence 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
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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. The percentages, if any, were calculated based on
shares of common stock outstanding as of September 17, 1999 plus the shares
issued or issuable to the selling shareholders listed in this prospectus and
includes 366,930 shares of common stock which were issued or are issuable upon
the exercise of outstanding warrants owned by the selling shareholders.
David R. Ames and Terry L. Wright, both selling shareholders listed below,
are officers of our company.
<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>
Kevin B. Allen............... 5,000 5,000 * 0 *
David R. Ames................ 446,190 446,190 3.5% 0 *
Elizabeth F. Ames............ 4,000 4,000 * 0 *
Margaret A. Ames............. 7,276 7,276 * 0 *
Robert S. Ames............... 12,440 12,440 * 0 *
Frank M. Ayre, III........... 66,930 66,930 * 0 *
BG Investments............... 10,000 10,000 * 0 *
Jeffrey D. Bennis............ 5,000 5,000 * 0 *
Vincent T. Bocchino.......... 2,000 2,000 * 0 *
Joseph V. Bocchino........... 2,000 2,000 * 0 *
John M. Bohunsky............. 2,000 2,000 * 0 *
Robert V. Bolen.............. 5,000 5,000 * 0 *
Kip R. Caffey................ 25,000 25,000 * 0 *
Linda Cassady................ 4,000 4,000 * 0 *
DRL, LLC..................... 10,000 10,000 * 0 *
Drew W. Edwards.............. 1,000 1,000 * 0 *
U. Bertram Ellis, Jr......... 20,000 20,000 * 0 *
Finn Partners................ 100,000 100,000 * 0 *
Robert Frankovich............ 100,000 100,000 * 0 *
S. Taylor Glover............. 40,000 40,000 * 0 *
Reese M. Jones............... 216,846 216,846 1.7% 0 *
James C. Kennedy............. 40,000 40,000 * 0 *
Steve Kirschner.............. 15,000 15,000 * 0 *
Billy Morgan Long and/or
Dixie Norman Long............ 40,157 40,157 * 0 *
Joseph L. Mathias, IV........ 20,000 20,000 * 0 *
</TABLE>
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<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>
Drexel and Gwendolyn
McDaniel................... 2,000 2,000 * 0 *
Realan Capital Corp.......... 100,000 100,000 * 0 *
Bruce A. Rifkin........... 5,000 5,000 * 0 *
Monroe M. Rifkin.......... 23,000 23,000 * 0 *
Stuart G. Rifkin.......... 5,000 5,000 * 0 *
Arthur W. Rollins......... 5,000 5,000 * 0 *
Bradley Simmons........... 5,000 5,000 * 0 *
Peter N. Smith............ 5,000 5,000 * 0 *
T.A.F., L.P............... 2,224 2,224 * 0 *
Dale D. Wagner............ 2,000 2,000 * 0 *
Terry L. Wright........... 446,190 446,190 3.5% 0 *
</TABLE>
________________________
* Less than one percent.
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.
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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;
. 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.
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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.
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,
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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.
THE COMPANY
We have been operating in the Electronic Distribution Products business
segment which provides HFC equipment for signal distribution applications,
primarily to the cable television market. We design and manufacture cable
television distribution equipment for two-way hybrid fiber coax networks.
On July 9, 1999, we completed a merger with Convergence pursuant to which
Convergence became a wholly owned subsidiary and now operates as a separate
business unit called Broadband Management Services which provides Internet
enabling technical services. These services include access to broadband
Internet/high speed data capabilities and a full set of network management
products and services. The 24 hour per day, seven days per week Network
Operations Center (NOC) and subscriber help desk, core capabilities of Broadband
Management Services, are located in a facility near Atlanta, Georgia. This
facility features a multi-vendor showroom where potential customers can
experience live, real-time demonstrations of high-speed data and Internet-over-
cable access.
On September 17, 1999, we completed a merger with Silicon Valley
Communications, a leading edge technology company and key supplier of high
quality, comprehensive fiber optic transmission systems used in advanced HFC
networks. Pursuant to the terms of the merger Silicon Valley Communications
became our wholly owned subsidiary.
Our headquarters are in State College, Pennsylvania, and our manufacturing
facilities are in State College and Tipton, Pennsylvania, and Tijuana, Mexico.
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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.
1,800,253 Shares of
Common Stock
_______________
PROSPECTUS
_______________
September 27, 1999
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