<PAGE>
As filed with the Securities and Exchange Commission on February 23, 2000
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM S-8
REGISTRATION STATEMENT
under
The Securities Act of 1933
C-COR.net Corp.
-------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Pennsylvania 24-0811591
- ------------------------------------------------------------- -----------------------------------
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
60 Decibel Road
State College, Pennsylvania 16801
---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
C-COR.net Corp. Stock Option Plan (For Employees of Worldbridge Broadband Services, Inc.)
-----------------------------------------------------------------------------------------
(Full title of the plan)
</TABLE>
David A. Woodle, President and CEO
C-COR.net Corp.
60 Decibel Road
State College, Pennsylvania 16801
-------------------------------------
(Name and address of agent for service)
(814) 238-2461
-----------------------------------------------------------
(Telephone number, including area code, of agent for service)
with a copy to:
Robert C. Gerlach, Esquire
Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street, 51st Floor
Philadelphia, Pennsylvania 19103
(215) 665-8500
CALCULATION OF REGISTRATION FEE
-------------------------------
- --------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered(1) Share Price Fee
- --------------------------------------------------------------------------------
Common Stock,
par value $.05 170,114 $(2) $1,148,028.44 (2) $303.08
per share shares
________________________________________________________________________________
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration
Statement shall be deemed to cover an indeterminate number of additional
shares of Common Stock issuable in the event the number of outstanding
shares of the Registrant is increased by stock split, reclassification,
stock dividend and similar transactions.
(2) In accordance with Rules 457(c) and (h), the price shown is based upon
170,114 shares offered pursuant to options outstanding exercisable at the
following prices: (i) 20,602 shares at $0.86 per share, and (ii) 149,512
shares at $7.56.
<PAGE>
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of this
Registration Statement will be given or sent to all persons who participate in
the C-COR.net Corp. Stock Option Plan (For Employees of Worldbridge Broadband
Services, Inc. ) (the "Plan").
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents filed with the Commission pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") by C-COR.net Corp. (the
"Company") (File No. 0-10726) are incorporated herein by reference: (1) the
Company's Report on Form 10-K (as amended by Form 10-K/A) for the Fiscal Year
Ended June 25, 1999 (the consolidated financial statements incorporated by
reference in Item 8 of the Form 10-K (as amended by Form 10-K/A) do not reflect
the pooling of interests transactions with Convergence.com Corporation or
Silicon Valley Communications, Inc. -- see Form 8-K filed on September 24, 1999
(as amended by Form 8-K/A filed on October 13, 1999) for supplemental restated
consolidated financial statements reflecting these transactions); (2) the
Company's Reports on Form 10-Q for the Periods Ended September 24, 1999 and
December 24, 1999; (3) the Company's Current Reports on Form 8-K filed on July
15, 1999, July 26, 1999 (as amended by Form 8-K/A filed on August 2, 1999),
August 30, 1999, September 24, 1999 (as amended by Form 8-K/A filed on October
13, 1999), December 16, 1999, January 18, 2000 and January 20, 2000 (two reports
filed); (4) the description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on
October 27, 1982 (as amended by Form 8 filed with the Commission on July 3,
1990); and (5) the description of the Company's Series A Junior Participating
Preferred Stock Purchase Rights contained in the Company's Registration
Statement on Form 8-A filed with the Commission under the Exchange Act on August
30, 1999.
Each document filed by the Company after the date hereof pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and shall be part
hereof from the date of filing of such document.
Item 4. Description of Securities.
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Sections 1741 through 1750 of the Pennsylvania Business Corporation
Law of 1988 permits, and in some cases requires, the indemnification of
officers, directors and
<PAGE>
employees of the Company. Article VII-Section 7-1 of the Company's bylaws
provides that the Company shall indemnify any director or officer of the Company
against expenses (including legal fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred by him, to the fullest extent now
or hereafter permitted by law in connection with any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, brought or threatened to be brought against him, including
actions or suits by or in the right of the Company, by reason of the fact that
he is or was a director or officer of the Company, its parent or any of its
subsidiaries, or acted as a director or officer or in any other capacity on
behalf of the Company, its parent or any of its subsidiaries or is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise.
The Board of Directors by resolution may similarly indemnify any
person other than a director or officer of the Company to the fullest extent now
or hereafter permitted by law for liabilities incurred by him in connection with
services rendered by him for or at the request of the Company, its parent or any
of its subsidiaries.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
4 Specimen copy of Common Stock certificate (incorporated by reference
to Exhibit 4 to the Registrant's Registration Statement on Form S-8,
File No. 2-95959)
5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP
23.1 Consent of KPMG LLP (Philadelphia, PA)
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
Exhibit 5)
24.1 Power of Attorney executed by Donald M. Cook, Jr.
24.2 Power of Attorney executed by I.N. Rendall Harper, Jr.
24.3 Power of Attorney executed by John J. Omlor
24.4 Power of Attorney executed by Frank Rusinko, Jr.
24.5 Power of Attorney executed by James J. Tietjen
2
<PAGE>
24.6 Power of Attorney executed by Michael J. Farrell
99.1 C-COR.net Corp. Stock Option Plan (For Employees of Worldbridge
Broadband Services, Inc.)
Item 9. Undertakings.
------------
A. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii)
to reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement; provided, however, that clauses (i) and (ii) above do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
B. The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement
3
<PAGE>
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act, and will be governed by the final adjudication
of such issue.
4
<PAGE>
SIGNATURES
The Registrant. 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-8 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
February 23, 2000.
C-COR.net CORP.
By: /s/ David A. Woodle
-------------------------
David A. Woodle
President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that 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 has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ David A. Woodle President and Chief February 23, 2000
- -------------------
David A. Woodle Executive Officer and
Director (Principal Executive
Officer)
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Richard E. Perry Chairman February 23, 2000
- ------------------------
Richard E. Perry
* Director February 23, 2000
- ------------------------
Donald M. Cook, Jr.
* Director February 23, 2000
- ------------------------
I.N. Rendall Harper, Jr.
________________________ Director February 23, 2000
Anne P. Jones
* Director February 23, 2000
- ------------------------
John J. Omlor
* Director February 23, 2000
- ------------------------
Frank Rusinko, Jr.
* Director February 23, 2000
- ------------------------
James J. Tietjen
* Director February 23, 2000
- ------------------------
Michael J. Farrell
/s/ William T. Hanelly Vice President - February 23, 2000
- ------------------------ Finance, Treasurer
William T. Hanelly and Secretary (Principal
Financial Officer)
/s/ Joseph E. Zavacky Controller and February 23, 2000
- ------------------------ Assistant Secretary
Joseph E. Zavacky (Principal Accounting
Officer)
<PAGE>
* By: /s/ William T. Hanelly
---------------------------------------- February 23, 2000
William T. Hanelly, as attorney-in-fact
for the persons indicated
<PAGE>
EXHIBIT INDEX
Number Exhibit
- ------ -------
4 Specimen copy of Common Stock certificate (incorporated by reference
to Exhibit 4 to the Registrant's Registration Statement on Form S-8,
File No. 2-95959)
5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP
23.1 Consent of KPMG LLP (Philadelphia, PA)
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
Exhibit 5)
24.1 Power of Attorney executed by Donald M. Cook, Jr.
24.2 Power of Attorney executed by I.N. Rendall Harper, Jr.
24.3 Power of Attorney executed by John J. Omlor
24.4 Power of Attorney executed by Frank Rusinko, Jr.
24.5 Power of Attorney executed by James J. Tietjen
24.6 Power of Attorney executed by Michael J. Farrell
99.1 C-COR.net Corp. Stock Option Plan (For Employees of Worldbridge
Broadband Services, Inc.)
<PAGE>
EXHIBIT 5
February 23, 2000
C-COR.net Corp.
60 Decibel Road
State College, PA 16801
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as special counsel to C-COR.net Corp. (the "Company") in
connection with the registration under the Securities Act of 1933, as amended,
of 170,114 shares of common stock of the Company, par value $.05 per share (the
"Shares"), issuable under the C-COR.net Corp. Stock Option Plan (For Employees
of Worldbridge Broadband Services, Inc.) (the "Plan").
In rendering our opinion, we have reviewed the Plan and such
certificates, documents, corporate records and other instruments 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 on the foregoing, we are of the opinion that the Shares, when
issued in accordance with the terms of the Plan, will be legally issued, fully
paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5 to the
Registration Statement on Form S-8 being filed with respect to the offering of
the Shares.
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 opinions 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
C-COR.net Corp.:
We consent to the 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 (as amended by Form 10-K/A) of
C-COR.net Corp.
We also consent to the incorporation by reference herein 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. 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, both of which have been accounted for using the pooling-of-
interests method of accounting, which report appears in the Form 8-K (as amended
by Form 8-K/A) of C-COR.net Corp. dated September 17, 1999.
We also consent to the incorporation by reference herein of our report dated May
28, 1999, relating to the consolidated balance sheets of Convergence.com
Corporation as of December 31, 1998 and 1997, and the related consolidated
statements of operations, stockholders' 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.
We also consent to the incorporation by reference herein 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 (as amended by
Form 8-K/A) of C-COR.net Corp. dated September 17, 1999.
KPMG LLP
Philadelphia, Pennsylvania
February 23, 2000
<PAGE>
EXHIBIT 24.1
C-COR.NET CORP.
- --------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Donald M. Cook, Jr. of Indiatlantic,
FL do hereby appoint DAVID A. WOODLE and WILLIAM T. HANELLY, or either of them,
attorney for me and in my name and on my behalf to sign the Registration
Statement on Form S-8, and any amendments thereto of C-COR.NET CORP. to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, in
connection with the registration of the securities of this Company, and
generally to do and perform all things necessary to be done in the premises as
fully and effectually in all respects as I could do if personally present.
Dated: January 18, 2000
/s/ Donald M. Cook, Jr.
-----------------------
<PAGE>
Exhibit 24.2
C-COR.NET CORP.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, I.N. Rendall Harper, Jr. of
Monroeville, PA do hereby appoint DAVID A. WOODLE and WILLIAM T. HANELLY, or
either of them, attorney for me and in my name and on my behalf to sign the
Registration Statement on Form S-8, and any amendments thereto of C-COR.NET
CORP. to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, in connection with the registration of the securities of
this Company, and generally to do and perform all things necessary to be done in
the premises as fully and effectually in all respects as I could do if
personally present.
Dated: January 18, 2000
/s/ I.N. Rendall Harper, Jr.
----------------------------
<PAGE>
EXHIBIT 24.3
C-COR.NET CORP.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, John J. Omlor of St. Petersburg, FL
do hereby appoint DAVID A. WOODLE and WILLIAM T. HANELLY, or either of them,
attorney for me and in my name and on my behalf to sign the Registration
Statement on Form S-8, and any amendments thereto of C-COR.NET CORP. to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, in
connection with the registration of the securities of this Company, and
generally to do and perform all things necessary to be done in the premises as
fully and effectually in all respects as I could do if personally present.
Dated: January 18, 2000
/s/ John J. Omlor
-----------------
<PAGE>
EXHIBIT 24.4
C-COR.NET CORP.
- ---------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Frank Rusinko, Jr. of State College,
PA do hereby appoint DAVID A. WOODLE and WILLIAM T. HANELLY, or either of them,
attorney for me and in my name and on my behalf to sign the Registration
Statement on Form S-8, and any amendments thereto of C-COR.NET CORP. to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, in
connection with the registration of the securities of this Company, and
generally to do and perform all things necessary to be done in the premises as
fully and effectually in all respects as I could do if personally present.
Dated: January 18, 2000
/s/ Frank Rusinko, Jr.
----------------------
<PAGE>
EXHIBIT 24.5
C-COR.NET CORP.
- ---------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, James J. Tietjen of Belle Mead, NJ
do hereby appoint DAVID A. WOODLE and WILLIAM T. HANELLY, or either of them,
attorney for me and in my name and on my behalf to sign the Registration
Statement on Form S-8, and any amendments thereto of C-COR.NET CORP. to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, in
connection with the registration of the securities of this Company, and
generally to do and perform all things necessary to be done in the premises as
fully and effectually in all respects as I could do if personally present.
Dated: January 18, 2000
/s/ James J. Tietjen
--------------------
<PAGE>
EXHIBIT 24.6
C-COR.NET CORP.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS That I, Michael J. Farrell of Pittsburgh, PA
do hereby appoint DAVID A. WOODLE and WILLIAM T. HANELLY, or either of them,
attorney for me and in my name and on my behalf to sign the Registration
Statement on Form S-8, and any amendments thereto of C-COR.NET CORP. to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, in
connection with the registration of the securities of this Company, and
generally to do and perform all things necessary to be done in the premises as
fully and effectually in all respects as I could do if personally present.
Dated: January 18, 2000
/s/ Michael J. Farrell
----------------------
<PAGE>
Exhibit 99.1
C-COR.NET CORP. STOCK OPTION PLAN
(FOR EMPLOYEES OF WORLDBRIDGE BROADBAND SERVICES, INC.)
-------------------------------------------------------
ARTICLE ONE
GENERAL PROVISIONS
------------------
I. PURPOSE OF THE PLAN
The purpose of the Plan is to: (1) provide a mechanism by which the
Corporation can administer the options to acquire Worldbridge common stock that
were granted under the Worldbridge Plan assumed and converted by the Corporation
at the Effective Time into options to acquire Common Stock in connection with
the Merger Agreement; and (2) promote the interests of Worldbridge and the
Corporation by providing eligible persons a proprietary interest in the
Corporation as an incentive for them to remain in the service of Worldbridge.
Capitalized terms herein shall have the meanings assigned to such
terms in the attached Appendix.
II. STRUCTURE OF THE PLAN
The Plan consists solely of the outstanding options that were granted
under the Worldbridge Plan immediately prior to the Effective Time and assumed
and converted by the Corporation at the Effective Time into options to acquire
Common Stock in connection with the Merger Agreement.
III. ADMINISTRATION OF THE PLAN
A. The Plan shall be administered by the Board. However, any or all
administrative functions otherwise exercisable by the Board may be delegated to
the Committee. Members of the Committee shall serve for such period of time as
the Board may determine and shall be subject to removal by the Board at any
time. The Board may also at any time terminate the functions of the Committee
and reassume all powers and authority previously delegated to the Committee.
B. The Plan Administrator shall have full power and authority
(subject to the provisions of the Plan) to establish such rules and regulations
as it may deem appropriate for proper administration of the Plan and to make
such determinations under, and issue such interpretations of, the Plan and any
outstanding options thereunder as it may deem necessary or advisable. Decisions
of the Plan Administrator shall be final and binding on all parties who have an
interest in the Plan or any option thereunder.
<PAGE>
IV. ELIGIBILITY
A. The persons holding options under the Plan are persons who held
outstanding options under the Worldbridge Plan immediately prior to the
Effective Time of the Merger and were:
(i) employees of Worldbridge,
(ii) non-employee members of the board of directors of
Worldbridge or the nonemployee members of the board of directors of any
Parent or Subsidiary of Worldbridge, and
(iii) consultants and other independent advisors who provided
services to Worldbridge (or any Parent or Subsidiary of Worldbridge).
B. The Board will not grant any options under the Plan after the
Effective Time.
V. STOCK SUBJECT TO THE PLAN
A. The stock issuable under the Plan shall be shares of authorized
but unissued or reacquired Common Stock. The maximum number of shares of Common
Stock which may be issued over the term of the Plan shall not exceed 196,416
shares.
B. Shares of Common Stock subject to outstanding options shall not
be available for subsequent issuance under the Plan to the extent (i) the
options expire or terminate for any reason prior to exercise in full or (ii) the
options are cancelled in accordance with the cancellation-regrant provisions of
Article Two.
C. Should any change be made to the Common Stock by reason of any
stock split, stock dividend, recapitalization, combination of shares, exchange
of shares or other change affecting the outstanding Common Stock as a class
without the Corporation's receipt of consideration, appropriate adjustments
shall be made to (i) the maximum number and/or class of securities issuable
under the Plan and (ii) the number and/or class of securities and the exercise
price per share in effect under each outstanding option in order to prevent the
dilution or enlargement of benefits thereunder. The adjustments determined by
the Plan Administrator shall be final, binding and conclusive.
2
<PAGE>
ARTICLE TWO
OPTION PROGRAM
--------------
I. OPTION TERMS
Each option is evidenced by one or more documents in the form approved
by the Plan Administrator; provided, however, that each such document shall
--------
comply with the terms specified below. Each document evidencing an Incentive
Option shall, in addition, be subject to the provisions of the Plan applicable
to such options.
A. Exercise Price and Number of Shares.
------------------------------------
1. In connection with the Merger Agreement, all options granted
and outstanding under the Worldbridge Plan immediately prior to the Effective
Time of the Merger were assumed and converted by the Corporation at the
Effective Time into options to acquire Common Stock. Each Worldbridge option was
converted into an option to acquire .219166 shares (the "Exchange Ratio") of
Common Stock, rounded to the nearest whole share, except Incentive Stock Options
were rounded down to the nearest whole share.
2. Additionally, in connection with the Merger Agreement, the
exercise price per share of each option granted and outstanding under the
Worldbridge Plan immediately prior to the Effective Time was divided by the
Exchange Ratio at the Effective Time.
3. The exercise price shall become immediately due upon
exercise of the option and shall, subject to the provisions of Section I of
Article Three and the documents evidencing the option, be payable in cash or
check made payable to the Corporation. The exercise price may also be paid as
follows:
(i) in shares of Common Stock held for the requisite period
necessary to avoid a charge to the Corporation's earnings for financial
reporting purposes and valued at Fair Market Value on the Exercise Date, or
(ii) through a special sale and remittance procedure
pursuant to which the Optionee shall concurrently provide irrevocable
written instructions (A) to a Corporation-designated brokerage firm to
effect the immediate sale of the purchased shares and remit to the
Corporation, out of the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate exercise price payable for the
purchased shares plus all applicable Federal, state and local income and
employment taxes required to be withheld by the Corporation by reason of
such exercise and (B) to the Corporation to deliver the certificates for
the purchased shares directly to such brokerage firm in order to complete
the sale.
Except to the extent such sale and remittance procedure is utilized,
payment of the exercise price for the purchased shares must be made on the
Exercise Date.
3
<PAGE>
B. Exercise and Term of Options. Each option shall be exercisable at
----------------------------
such time or times, during such period and for such number of shares as was
determined by the Plan Administrator and set forth in the documents evidencing
the option. However, no option shall have a term in excess of ten (10) years
measured from the option grant date under the Worldbridge Plan.
C. Effect of Termination of Service.
--------------------------------
1. The following provisions shall govern the exercise of any
options held by the Optionee at the time of cessation of Service or death:
(i) Any option outstanding at the time of the Optionee's
cessation of Service for any reason other than Disability or death shall
remain exercisable for such period of time thereafter as shall be
determined by the Plan Administrator and set forth in the documents
evidencing the option, but no such option shall be exercisable after the
expiration of the option term.
(ii) Should Optionee's Service terminate by reason of
Disability, then the Optionee shall have a period of six (6) months
following the date of such cessation of Service during which to exercise
each outstanding option held by such Optionee. However, should such
Disability be deemed to constitute Permanent Disability, then the period
during which each outstanding option held by the Optionee is to remain
exercisable shall be extended by an additional six (6) months so that the
exercise period shall be the twelve (12)-month period following the date of
the Optionee's cessation of Service by reason of such Permanent Disability.
(iii) Should the Optionee die while holding one or more
outstanding options, then the personal representative of the Optionee's
estate or the person or persons to whom the option is transferred pursuant
to the Optionee's will or in accordance with the laws of descent and
distribution shall have a period of twelve (12) months following the date
of the Optionee's death during which to exercise each such option.
(iv) During the applicable post-Service exercise period,
the option may not be exercised in the aggregate for more than the number
of shares for which the option is exercisable on the date of the Optionee's
cessation of Service. Upon the expiration of the applicable exercise period
or (if earlier) upon the expiration of the option term, the option shall
terminate and cease to be outstanding for any shares for which the option
has not been exercised.
(v) In the event of an Involuntary Termination following a
Corporate Transaction, the provisions of Section III of this Article Two
shall govern the period for which the outstanding options are to remain
exercisable following the Optionee's cessation of Service and shall
supersede any provisions to the contrary in this section.
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2. The Plan Administrator shall have the discretion, exercisable
either at the time an option is granted, or at any time while the option remains
outstanding, to extend the period of time for which the option is to remain
exercisable following Optionee's cessation of Service or death from the limited
period otherwise in effect for that option to such greater period of time as the
Plan Administrator shall deem appropriate, but in no event beyond the expiration
of the option term.
D. Stockholder Rights. The holder of an option shall have no
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stockholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the exercise price and become a
holder of record of the purchased shares.
E. Limited Transferability of Options. During the lifetime of the
----------------------------------
Optionee, the option shall be exercisable only by the Optionee and shall not be
assignable or transferable other than by will or by the laws of descent and
distribution following the Optionee's death.
F. Withholding. The Corporation's obligation to deliver shares of
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Common Stock upon the exercise of any options granted under the Plan shall be
subject to the satisfaction of all applicable Federal, state and local income
and employment tax withholding requirements.
II. INCENTIVE OPTIONS
The terms specified below shall be applicable to all Incentive
Options. Except as modified by the provisions of this Section II, all the
provisions of the Plan shall be applicable to Incentive Options. Options which
are specifically designated as Non-Qualified Options shall not be subject to the
---
terms of this Section II.
A. Eligibility. Incentive Options were granted under the
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Worldbridge Plan only to Worldbridge employees.
B. Dollar Limitation. The aggregate Fair Market Value of the shares
-----------------
of Worldbridge common stock (determined as of the respective date or dates of
grant under the Worldbridge Plan) for which one or more options granted to any
Worldbridge employee under the Worldbridge Plan may for the first time become
exercisable as Incentive Options during any one (1) calendar year shall not
exceed the sum of One Hundred Thousand Dollars ($100,000). To the extent the
Employee holds two (2) or more such options which become exercisable for the
first time in the same calendar year, the foregoing limitation on the
exercisability of such options as Incentive Options shall be applied on the
basis of the order in which such options were granted.
III. CORPORATE TRANSACTION
A. In the event of any Corporate Transaction, each outstanding
option shall be (i) assumed by the successor corporation (or parent thereof) or
(ii) replaced with a comparable
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option to purchase shares of the capital stock of the successor corporation (or
parent thereof) at the time of the Corporate Transaction and provides for
subsequent payout in accordance with the same schedule applicable to such
option. The determination of option comparability under clause (ii) above shall
be made by the Plan Administrator, and its determination shall be final, binding
and conclusive. However, to the extent the successor corporation (or parent
thereof) does not effect such assumption or replacement, each outstanding option
shall automatically accelerate so that each such option shall, immediately prior
to the effective date of the Corporate Transaction, become fully exercisable for
all of the shares of Common Stock at the time subject to such option.
B. Unless otherwise provided by the Plan Administrator, immediately
following the consummation of the Corporate Transaction, all outstanding options
shall terminate and cease to be outstanding, except to the extent assumed by the
successor corporation (or parent thereof).
C. Each option which is assumed in connection with a Corporate
Transaction shall be appropriately adjusted, immediately after such Corporate
Transaction, to apply to the number and class of securities which would have
been issuable to the Optionee in consummation of such Corporate Transaction, had
the option been exercised immediately prior to such Corporate Transaction.
Appropriate adjustments shall also be made to (i) the number and class of
securities available for issuance under the Plan following the consummation of
such Corporate Transaction and (ii) the exercise price payable per share under
each outstanding option, provided the aggregate exercise price payable for such
--------
securities shall remain the same.
D. The grant of options under the Plan shall in no way affect the
right of the Corporation to adjust, reclassify, reorganize or otherwise change
its capital or business structure or to merge, consolidate, dissolve, liquidate
or sell or transfer all or any part of its business or assets.
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<PAGE>
IV. CANCELLATION AND REGRANT OF OPTIONS
The Plan Administrator shall have the authority to effect, at any time
and from time to time, with the consent of the affected option holders, the
cancellation of any or all outstanding options under the Plan and to grant in
substitution therefor new options covering the same or different number of
shares of Common Stock but with an exercise price per share based on the Fair
Market Value per share of Common Stock on the new option grant date.
ARTICLE THREE
MISCELLANEOUS
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I. FINANCING
The Plan Administrator may permit any Optionee to pay the option
exercise price under the Plan by delivering a promissory note payable in one or
more installments. The terms of any such promissory note (including the interest
rate and the terms of repayment) shall be established by the Plan Administrator
in its sole discretion. Promissory notes may be authorized with or without
security or collateral. In all events, the maximum credit available to the
Optionee may not exceed the sum of (i) the aggregate option exercise price
payable for the purchased shares (less the par value of such shares) plus (ii)
any Federal, state and local income and employment tax liability incurred by the
Optionee in connection with the option exercise.
II. EFFECTIVE DATE AND TERM OF PLAN
A. The Worldbridge Plan was adopted by the Worldbridge board of
directors on August 26, 1998, approved by the Worldbridge stockholders and
became effective on September 13, 1998, and was assumed by the Corporation at
the Effective Time.
B. The Plan shall terminate upon the earliest of (i) August 26,
2008, (ii) the expiration or termination of all options outstanding under the
Worldbridge Plan immediately prior to the Effective Time of the Merger, or (iii)
the termination of all outstanding options in connection with a Corporate
Transaction. Upon such Plan termination, all options outstanding under the Plan
shall continue to have full force and effect in accordance with the provisions
of the documents evidencing such options or issuances.
III. AMENDMENT OF THE PLAN
A. The Board shall have complete and exclusive power and authority
to amend or modify the Plan in any or all respects. However, no such amendment
or modification shall adversely affect the rights and obligations with respect
to options at the time outstanding under the Plan unless the Optionee consents
to such amendment or modification.
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<PAGE>
IV. USE OF PROCEEDS
Any cash proceeds received by the Corporation from the sale of shares
of Common Stock under the Plan shall be used for general corporate purposes.
V. WITHHOLDING
The Corporation's obligation to deliver shares of Common Stock upon
the exercise of any options or upon the issuance of any shares issued under the
Plan shall be subject to the satisfaction of all applicable Federal, state and
local income and employment tax withholding requirements.
VI. REGULATORY APPROVALS
The implementation of the Plan, the granting of any options under the
Plan and the issuance of any shares of Common Stock upon the exercise of any
option shall be subject to the Corporation's procurement of all approvals and
permits required by regulatory authorities having jurisdiction over the Plan and
the options granted under it and the shares of Common Stock issued pursuant to
it.
VII. NO EMPLOYMENT OR SERVICE RIGHTS
Nothing in the Plan shall confer upon the Optionee any right to
continue in Service for any period of specific duration or interfere with or
otherwise restrict in any way the rights of the Corporation (or any Parent or
Subsidiary employing or retaining such person) or of the Optionee, which rights
are hereby expressly reserved by each, to terminate such person's Service at any
time for any reason, with or without cause.
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APPENDIX
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The following definitions shall be in effect under the Plan:
A. Board shall mean the Corporation's Board of Directors.
-----
B. Code shall mean the Internal Revenue Code of 1986, as amended.
----
C. Committee shall mean a committee of two (2) or more Board members
---------
appointed by the Board to exercise one or more administrative functions under
the Plan.
D. Common Stock shall mean the Corporation's common stock, $0.05 par
------------
value.
E. Corporate Transaction shall mean any of the following
---------------------
transactions:
(i) a merger or consolidation in which securities possessing
more than 50 percent (50%) of the total combined voting power of the
Corporation's outstanding securities are transferred to a person or persons
different from the persons holding those securities immediately prior to
such transaction,
(ii) the sale, transfer or other disposition of all or
substantially all of the Corporation's assets or capital stock, or
(iii) a tender or exchange offer in which, after the consummation
of the offer, the offeror is the beneficial owner (as determined pursuant
to Section 13(d) of the Securities Exchange Act of 1934, as amended),
directly or indirectly, of at least 15 percent of the outstanding Common
Stock.
F. Corporation shall mean C-COR.net Corp., a Pennsylvania
-----------
corporation.
G. Disability shall mean the inability of the Optionee or the
----------
Participant to engage in any substantial gainful activity by reason of any
medically determinable physical or mental impairment and shall be determined by
the Plan Administrator on the basis of such medical evidence as the Plan
Administrator deems warranted under the circumstances. Disability shall be
deemed to constitute Permanent Disability in the event that such Disability is
expected to result in death or has lasted or can be expected to last for a
continuous period of 12 months or more.
H. Effective Time shall mean the time that the Merger was consummated
--------------
on February 18, 2000 when the Certificate of Merger was filed with the Secretary
of State of the State of Delaware.
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I. Employee shall mean an individual who is in the employ of the
--------
Corporation (or any Parent or Subsidiary), subject to the control and direction
of the employer entity as to both the work to be performed and the manner and
method of performance.
J. Exercise Date shall mean the date on which the Corporation shall
-------------
have received written notice of the option exercise.
K. Fair Market Value per share of Common Stock on any relevant date
-----------------
shall be determined in accordance with the following provisions:
(i) If the Common Stock is at the time traded on the Nasdaq
National Market, then the Fair Market Value shall be the closing selling
price per share of Common Stock on the date in question, as such price is
reported by the National Association of Securities Dealers on the Nasdaq
National Market or any successor system. If there is no closing selling
price for the Common Stock on the date in question, then the Fair Market
Value shall be the closing selling price on the last preceding date for
which such quotation exists.
(ii) If the Common Stock is at the time listed on any Stock
Exchange, then the Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question on the Stock Exchange
determined by the Plan Administrator to be the primary market for the
Common Stock, as such price is officially quoted in the composite tape of
transactions on such exchange. If there is no closing selling price for the
Common Stock on the date in question, then the Fair Market Value shall be
the closing selling price on the last preceding date for which such
quotation exists.
(iii) If the Common Stock is at the time neither listed on any
Stock Exchange nor traded on the Nasdaq National Market, then the Fair
Market Value shall be determined by the Plan Administrator after taking
into account such factors as the Plan Administrator shall deem appropriate.
L. Incentive Option shall mean an option which satisfies the
----------------
requirements of Code Section 422.
M. Involuntary Termination shall mean the termination of the Service
-----------------------
of any individual which occurs by reason of:
(i) such individual's involuntary dismissal or discharge by the
Corporation for reasons other than Misconduct, or
(ii) such individual's voluntary resignation following (A) a
change in his or her position with the Corporation which materially reduces
his or her level of responsibility, (B) a reduction in his or her level of
compensation (including base salary, fringe benefits and participation in
corporate performance based bonus or incentive programs) by more than
fifteen percent (15%) or (C) a relocation of such individual's
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<PAGE>
place of employment by more than fifty (50) miles, provided and only if
such change, reduction or relocation is effected without the individual's
consent.
N. Merger shall mean the merger consummated as of the Effective Time
------
pursuant to the terms and conditions of the Merger Agreement.
O. Merger Agreement shall mean the Agreement and Plan of Merger
----------------
dated January 19, 2000 among the Corporation, C-COR.net Services Acquisition
Corp., a Delaware corporation, and Worldbridge.
P. Misconduct shall mean the commission of any act of fraud,
----------
embezzlement or dishonesty by the Optionee or Participant, any unauthorized use
or disclosure by such person of confidential information or trade secrets of the
Corporation (or any Parent or Subsidiary), or any other intentional misconduct
by such person adversely affecting the business or affairs of the Corporation
(or any Parent or Subsidiary) in a material manner. The foregoing definition
shall not be deemed to be inclusive of all the acts or omissions which the
Corporation (or any Parent or Subsidiary) may consider as grounds for the
dismissal or discharge of any Optionee, Participant or other person in the
Service of the Corporation (or any Parent or Subsidiary).
Q. 1934 Act shall mean the Securities Exchange Act of 1934, as
--------
amended.
R. Non-Qualified Option shall mean an option not intended to satisfy
--------------------
the requirements of Code Section 422.
S. Optionee shall mean any person who immediately prior to the
--------
Effective Time held an option or options to acquire Worldbridge common stock
granted under the Worldbridge Plan that was assumed and converted by the
Corporation at the Effective Time into an option or options to acquire Common
Stock in connection with the Merger Agreement.
T. Parent shall mean any corporation (other than the Corporation) in
------
an unbroken chain of corporations ending with the Corporation, provided each
corporation in the unbroken chain (other than the Corporation) owns, at the time
of the determination, stock possessing 50 percent (50%) or more of the total
combined voting power of all classes of stock in one of the other corporations
in such chain.
U. Plan shall mean the C-COR.net Corp. Stock Option Plan (For
----
Employees of Worldbridge Broadband Services, Inc.), as set forth in this
document.
V. Plan Administrator shall mean either the Board or the Committee,
------------------
to the extent the Committee is at the time responsible for the administration of
the Plan.
W. Service shall mean the provision of services to the Corporation
-------
(or any Parent or Subsidiary) by a person in the capacity of an Employee, a non-
employee member of the board of directors or a consultant or independent
advisor, except to the extent otherwise specifically provided in the documents
evidencing the option grant.
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<PAGE>
X. Stock Exchange shall mean either the American Stock Exchange or
--------------
the New York Stock Exchange.
Y. Subsidiary shall mean any corporation (other than the Corporation)
----------
in an unbroken chain of corporations beginning with the Corporation, provided
each corporation (other than the last corporation) in the unbroken chain owns,
at the time of the determination, stock possessing 50 percent (50%) or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain.
Z. Worldbridge shall mean Worldbridge Broadband Services, Inc., a
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Delaware Corporation.
AA. Worldbridge Plan shall mean the Worldbridge 1998 Stock
----------------
Option/Stock Issuance Plan.
BB. 10% Stockholder shall mean the owner of stock (as determined
---------------
under Code Section 424(d)) possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Corporation (or any Parent
or Subsidiary).
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