<PAGE>
Prospectus Supplement No. 1 Filed Pursuant To Rule 424(b)(3)
To Prospectus Dated September 27, 1999 Registration No. 333-82697
C-COR.net CORP.
3,600,506 Shares of Common Stock
(1,800,253 Pre-Stock Split)
This Prospectus Supplement supplements information contained in that
certain Prospectus of C-COR.net Corp. (the "Company") dated September 27, 1999,
relating to the resale by the selling shareholders listed therein of shares of
Common Stock, par value of $0.10 per share (the "Common Stock"), of the Company.
This Prospectus Supplement is not complete without, and may not be delivered or
utilized except in connection with, the Prospectus, including any amendments or
supplements thereto. All capitalized terms used but not defined in this
Prospectus Supplement shall have the meanings given them in the Prospectus.
On December 8, 1999, the Company announced that its board of directors
declared a two-for-one stock split of its Common Stock (the "Stock Split"). On
January 6, 2000, shareholders of the Company received one additional share for
every share that they owned of record on December 22, 1999. As a result of the
Stock Split, the par value per share of the Common Stock was reduced from $0.10
to $0.05. The section entitled "Selling Shareholders" beginning on page 13 of
the Prospectus is hereby amended and restated in its entirety by the information
set forth below.
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 January 11, 2000
and assumes that each selling shareholder listed below continues to own the
number of shares (and has not purchased any additional shares) which each
selling shareholder owned as of September 17, 1999. The following table assumes
that the selling shareholders sell all of the shares offered by this prospectus.
The securities to be sold 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.com and
converted by us into warrants to acquire our common stock in connection with our
acquisition of Convergence.com. In addition, the following table shows the
number of shares beneficially owned after taking into effect the two-for-one
stock split (the "Stock Split"). Pursuant to the Stock Split, on January 6, 2000
shareholders received one additional share of our common stock for every share
that they owned of record as of December 22, 1999. We are unable to determine
the exact number of shares that have actually been sold or will be sold.
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 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 January 11, 2000 plus the shares issued
or issuable to the selling shareholders listed in this prospectus and includes
733,860 shares of common stock which were issued or are issuable upon the
exercise of outstanding warrants owned by the selling shareholders.
David R. Ames, a selling shareholder listed below, is a former officer of
our Company. Terry L. Wright, a selling shareholders listed below, is currently
an officer of our company.
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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>
Kevin B. Allen.................. 10,000 10,000 * 0 *
David R. Ames................... 892,380 892,380 2.8% 0 *
Elizabeth F. Ames............... 8,000 8,000 * 0 *
Margaret A. Ames ............... 14,522 14,522 * 0 *
Robert S. Ames ................. 24,880 24,880 * 0 *
Frank M. Ayre, III.............. 133,860 133,860 * 0 *
BG Investments ................. 20,000 20,000 * 0 *
Jeffrey D. Bennis .............. 10,000 10,000 * 0 *
Vincent T. Bocchino............. 4,000 4,000 * 0 *
Joseph V. Bocchino.............. 4,000 4,000 * 0 *
John M. Bohunsky ............... 4,000 4,000 * 0 *
Robert V. Bolen................. 10,000 10,000 * 0 *
Kip R. Caffey .................. 50,000 50,000 * 0 *
Linda Cassady .................. 8,000 8,000 * 0 *
DRL, LLC ....................... 20,000 20,000 * 0 *
Drew W. Edwards ................ 2,000 2,000 * 0 *
U. Bertram Ellis, Jr. .......... 40,000 40,000 * 0 *
Finn Partners................... 200,000 200,000 * 0 *
Robert Frankovich............... 200,000 200,000 * 0 *
S. Taylor Glover ............... 80,000 80,000 * 0 *
Reese M. Jones.................. 433,692 433,692 1.4% 0 *
James C. Kennedy................ 80,000 80,000 * 0 *
Steve Kirschner ................ 30,000 30,000 * 0 *
Billy Morgan Long and/or
Dixie Norman Long............... 80,314 80,314 * 0 *
Joseph L. Mathias, IV .......... 40,000 40,000 * 0 *
Drexel and Gwendolyn
McDaniel ............... 4,000 4,000 * 0 *
Realan Capital Corp. ........... 200,000 200,000 * 0 *
Bruce A. Rifkin................. 10,000 10,000 * 0 *
Monroe M. Rifkin................ 46,000 46,000 * 0 *
Stuart G. Rifkin................ 10,000 10,000 * 0 *
Arthur W. Rollins .............. 10,000 10,000 * 0 *
Bradley Simmons ................ 10,000 10,000 * 0 *
Peter N. Smith.................. 10,000 10,000 * 0 *
T.A.F., L.P. ................... 4,448 4,448 * 0 *
Dale D. Wagner ................. 4,000 4,000 * 0 *
Terry L. Wright................. 892,380 892,380 2.8% 0 *
________________________
<FN>
* Less than one percent.
</FN>
</TABLE>
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AN INVESTMENT IN THE SHARES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING ON PAGE 4 OF THE PROSPECTUS.
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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 THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is January 18, 2000.
