C COR NET CORP, 424B3, 2000-03-27

C COR NET CORP
424B3, 2000-03-27
RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT

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Pursuant to Rule 424(b)(3)
promulgated under the
Securities Act of 1933
Registration No. 333-32676.

PROSPECTUS

1,650,477 Shares

C-COR.net Corp.

Common Stock
-------------

The common stock, $.05 par value per share, is traded on The Nasdaq
National Market under the symbol "CCBL". On March 24, 2000, the reported closing
price of the common stock was $48.9375 per share. Of the 1,650,477 shares
offered, we are offering to sell 46,900 shares to holders of options for common
stock granted under the C-COR.net Stock Option Plan (For Employees of
Worldbridge Broadband Services , Inc.) (formerly known as the "Worldbridge
Broadband Services, Inc. 1998 Stock Option/Stock Issuance Plan") and/or certain
stock option agreements, at option exercise prices of either $0.86 or $7.56 per
share. We assumed the Plan and the option agreements, and the options granted
thereunder in connection with a merger transaction with Worldbridge on February
18, 2000.

The remaining 1,603,577 shares are being offered by the selling
shareholders listed in this prospectus. The selling shareholders may sell their
shares from time to time on the Nasdaq National Market or otherwise.

-------------

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
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

____________

The date of this prospectus is March 24, 2000
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TABLE OF CONTENTS

SUMMARY .....................................................................3

RISK FACTORS ................................................................4

FORWARD LOOKING STATEMENTS .................................................13

THE PLAN ...................................................................14

NON-QUALIFIED STOCK OPTION AGREEMENTS ......................................19

USE OF PROCEEDS ............................................................22

SELLING SHAREHOLDERS .......................................................22

PLAN OF DISTRIBUTION .......................................................25

THE COMPANY ................................................................29

LEGAL MATTERS ..............................................................30

EXPERTS ....................................................................30

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ............................32

WHERE YOU CAN FIND MORE INFORMATION ........................................33
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SUMMARY

- --------------------------------------------------------------------------------

The Offering

Securities Offered ...................... Up to 1,650,477 shares of our
common stock, $.05 par value per
share.

Nasdaq Symbol ........................... CCBL

Offeror ................................. 1,603,577 shares of common stock
are being offered by the selling
shareholders listed in this
prospectus. We are offering
46,900 shares of common stock
upon the exercise of all of the
options outstanding under the
C-COR.net Stock Option Plan (For
Employees of Worldbridge
Broadband Services, Inc.) and/or
certain option agreements which
we assumed in connection with a
merger transaction with
Worldbridge.

Use of Proceeds ......................... We will not receive any of the
proceeds from the sale of the
1,603,577 shares of common stock
offered by the selling
shareholders. Of the 46,900 shares
offered upon exercise of options,
we are offering 20,602 shares at
an exercise price of $0.86 per
share and 26,298 shares at an
exercise price of $7.56 per share.
We could receive up to $216,531
upon the exercise of all of the
options.

Our Address and Telephone Number

Our principal 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 69% of net sales in fiscal 1997, 73% of net sales in fiscal
1998 and 75% of net sales in fiscal 1999.

During the past 18 months there has been significant consolidation of
ownership of domestic cable systems. For example, on January 10, 2000, America
Online, Inc. and Time Warner, Inc., a customer of both us and our wholly owned
subsidiary, Worldbridge Broadband Services, Inc. ("Worldbridge"), entered into
an Agreement and Plan of Merger with the surviving entity being AOL Time Warner,
Inc. 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 have entered
into long-term agreements requiring them to purchase 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 upon 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:

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. 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;

. 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 the effect of inclement weather.

We may be unable to manage the numerous risks and challenges associated with our
recent acquisitions of Convergence, SVCI, ACSI and Worldbridge and that could
adversely affect our operations and financial condition.

Recently we have experienced significant growth, including the acquisitions
of Convergence.com Corporation ("Convergence"), Silicon Valley Communications,
Inc. ("SVCI"), Advanced Communications Services Incorporated ("ACSI") and
Worldbridge. These acquisitions have placed, and we expect will continue to
place, a significant strain on our personnel, management and other resources.

We acquired Convergence, an Atlanta, Georgia provider of Internet-enabling
technical services, 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's operations, research and development,
products, personnel and culture with ours;

. our ability to successfully develop, manufacture and gain market
acceptance of Convergence's services and products; and

. retaining Convergence's key personnel.

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We acquired SVCI, a Santa Clara, California supplier of fiber optic
products, in September 1999 to strengthen our product offering of fiber-optic
transmission equipment. Our acquisition of SVCI presents us with several
challenges, including:

. interfacing and integrating SVCI's fiber optic product line with our
existing product line;

. maintaining quality control of our expanded product line;

. integrating SVCI's operations and culture with ours, including the
consolidation of separate sales organizations, engineering
capabilities, manufacturing operations and support functions; and

. retaining SVCI's key employees, particularly in the engineering and sales
area.

On January 28, 2000, we completed the purchase of substantially all of the
assets of ACSI, a Riverside, California provider of advanced network engineering
services to the broadband industry. This acquisition strengthens our engineering
and technical services capability. We face several challenges relating to this
acquisition, including:

. integrating ACSI's operations and culture with ours;

. managing geographically dispersed operations; and

. retaining key management, operations, and technical personnel.

On February 18, 2000, we completed a merger with Worldbridge, a Lakewood,
Colorado-based provider of outsourced technical and systems integration services
and operational consulting and advisory services for the broadband
telecommunications industry. This acquisition strengthens our engineering,
technical and service offerings to cable operators. We face several challenges
relating to this acquisition, including:

. integrating Worldbridge's operations and culture with ours;

. managing geographically dispersed operations; and

. retaining key management, operations, and technical personnel.

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.

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Reselling of stock issued in connection with our recent acquisitions may
adversely affect our stock price.

Certain contractual limitations relating to shares issued to the
Convergence and SVCI shareholders lapsed on various dates in January and
February 2000, and as a result, 3,170,908 shares have become eligible for
resale. Additionally, 356,740 shares issuable upon exercise of warrants became
eligible for resale on various dates in January and February 2000. If a large
portion of these shares is sold during a limited period of time, our stock price
will likely experience volatility and may fall.

Certain contractual limitations relating to shares issued to the
Worldbridge stockholders will lapse in April 2000, and as a result, 1,072,204
shares will become eligible for resale. Additionally, 100,639 shares issuable
upon exercise of options will become eligible for resale in April 2000. If a
large portion of these shares is sold during a limited period of time, 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, 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
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 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,

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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, 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 could 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.

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.

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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. An inability to obtain adequate deliveries or any other
circumstances, 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;

. 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

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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 (which includes the
proceeds of our recent public offering of common stock), 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 to 24 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. A future
transaction could require significant amounts of capital, as could the
integration of Worldbridge and ACSI. 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.

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 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;

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. 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
for a profit.

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

. general economic conditions.

For example, between December 27, 1999 and January 31, 2000, the price of
our common stock dropped from approximately $41.64 to $21.38 per share. Between
January 31, 2000 and March 6, 2000, the price of our common stock rose from
approximately $21.38 to $51.63 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 for a profit.

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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 18% of net
sales in fiscal 1997, 19% of net sales in fiscal 1998 and 10% 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, 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

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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.

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 33 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, SVCI, ACSI and
Worldbridge. Forward looking statements represent our judgment 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, SVCI, ACSI and
Worldbridge. 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.

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THE PLAN

Introduction

The C-COR.net Corp. Stock Option Plan (For Employees of Worldbridge
Broadband Services, Inc.) was adopted by our Board of Directors in connection
with its approval of the Agreement and Plan of Merger dated January 19, 2000
(the "Merger Agreement") among us, C-COR.net Services Acquisition Corp. and
Worldbridge. The following is a summary of the Plan in a question and answer
format.

Purpose

1. What is the purpose of the Plan?

The purpose of the Plan is to provide a mechanism by which we can
administer the options to acquire Worldbridge common stock that were
granted under the Worldbridge 1998 Stock Option/Stock Issuance Plan (the
"Worldbridge Plan") and assumed and converted by us into options to acquire
our common stock in connection with the Merger Agreement. We will not
grant any additional options under the Plan.

Administration

2. Who administers the Plan?

The Plan is administered by our Board; however, any or all administrative
functions of the Board regarding the Plan may be delegated to a committee
of two or more Board members appointed by the Board. Members of the
Committee serve as the Board determines. Our Board can also terminate the
Committee and assume control of the Plan.

The Plan Administrator (either our Board or the Committee) has the full
power and authority to establish rules, regulations and interpretations for
the administration of the Plan.

Option Terms

3. What type of options are outstanding under the Plan?

The options outstanding under the Plan are either incentive stock options
("Incentive Stock Options") under the Code or options which do not qualify
as Incentive Stock Options ("Non-Qualified Options") under the Code.

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4. How did the Merger affect options granted under the Worldbridge Plan?

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 us at the effective time
into options to acquire our common stock. Each Worldbridge option was
converted into an option to acquire .219166 shares (the "Exchange Ratio")
of our common stock, rounded to the nearest whole share, except Incentive
Stock Options which were rounded down to the nearest whole share.
Additionally, the exercise price per share of each Worldbridge option was
divided by the Exchange Ratio rounded to the nearest cent, except that
Incentive Stock Options were rounded up. For example, a non-qualified
option to purchase 20,000 shares of Worldbridge common stock at $1.6575 per
share was converted into an option to acquire 4,383 shares of our common
stock at $7.56 per share.

All Worldbridge options assumed by us are fully vested and the repurchase
rights of Worldbridge lapsed as of the Effective Time.

5. When are options outstanding under the Plan exercisable?

The term of each option is not greater than ten (10) years from the date it
was granted under the Worldbridge Plan. Each option is currently
exercisable for the period and for the number of shares as set forth in the
documents evidencing the option.

6. What is the method of payment for the options?

The exercise price must be paid either (i) in cash or by check made payable
to us at the time the option is exercised, (ii) by a promissory note
payable in one or more installments to us at our discretion, or (iii) in a
cashless transaction where either (a) the purchase price is paid in shares
of our common stock held by the optionee for the requisite period necessary
to avoid a charge to our earnings for financial reporting purposes and
valued at fair market value on the exercise date, or (b) the purchase price
is paid through a special sale and remittance procedure by which the
optionee provides written instructions (1) to a brokerage firm that we
designate to effect the immediate sale of the purchased shares and remit to
us, 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 us by reason of the exercise and (2) to
deliver the certificates for the purchased shares directly to the brokerage
firm in order to complete the sale.

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7. How many shares are subject to the Plan?

The maximum number of shares of our common stock that may be issued
pursuant to options outstanding under the Plan is 196,416 shares. We are
offering 26,298 shares issuable upon exercise of options granted under the
Plan with the Prospectus. If any option outstanding under the Plan for any
reason expires or otherwise terminates without having been exercised in
full, the common stock not purchased under the option will not become
available under the Plan as no additional options will be granted under the
Plan.

Transfer of Options

8. Can an optionee assign or transfer options under the Plan?

An option is not transferable except by will or by the laws of descent and
distribution, and will be exercisable during the lifetime of the person to
whom the option is granted only by that person.

Tax Consequences

THIS IS ONLY A SUMMARY. ALL OPTIONEES ARE ENCOURAGED TO CONSULT WITH THEIR TAX
ADVISERS REGARDING THE FEDERAL, STATE AND LOCAL INCOME TAX CONSEQUENCES OF
PARTICIPATING IN THE PLAN.

9. What are the tax consequences upon the grant and exercise of an option
under the Plan?

An optionee did not recognize any income at the time an Incentive Stock
Option or a Non-Qualified Option was granted pursuant to the Worldbridge
Plan. Different tax consequences apply to optionees exercising Incentive
Stock Options who are subject to the alternative minimum tax. An optionee
will not recognize any income at the time the optionee exercises an
Incentive Stock Option and purchases our common stock pursuant to the Plan.
However, when an optionee exercises a Non-Qualified Option and purchases
our common stock pursuant to the Plan, the optionee will recognize ordinary
income in an amount equal to the difference between the exercise price of
the Non-Qualified Option and the fair market value of the stock received.

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10. Is there a minimum amount of time that an optionee must hold his or her
shares prior to disposition?

There is no minimum amount of time that an optionee must hold his or her
shares prior to disposition. However, if an optionee holds his or her
shares long enough, the tax consequences may be more favorable (see
Question 11).

11. How will any gain or loss from the sale of our common stock purchased
pursuant to the Plan be treated?

Upon any sale of our common stock purchased pursuant to the exercise of a
Non-Qualified Option, any gain or loss (the difference between the amount
received and the fair market value of the common stock on the date ordinary
income was recognized as described in Question 9) will be a long-term
capital gain or loss if the sale occurs more than one year after the date
of exercise (or, if later, the date when income was recognized by the
optionee) and otherwise will be a short-term capital gain or loss.

If an optionee does not dispose of our common stock acquired upon exercise
of an Incentive Stock Option within two years after the grant of the
Incentive Stock Option and one year after the exercise of the Incentive
Stock Option, the gain or loss (if any) on a subsequent sale (the
difference between the option exercise price and the amount received) will
be a long-term capital gain or loss. If the optionee disposes (whether by
sale, exchange or gift) of our common stock acquired upon exercise of an
Incentive Stock Option within two years after the date of grant of the
Incentive Stock Option or within one year after the exercise of the
Incentive Stock Option, the disposition is a "disqualifying disposition,"
and the optionee will generally recognize income in the year of the
"disqualifying disposition" equal to the excess of the amount received for
the shares over the option exercise price. Of that income, the portion
equal to the excess of the fair market value of the shares at the time the
Incentive Stock Option was exercised over the option exercise price will be
treated as compensation taxable as ordinary income and the balance, if any,
will be long-term or short-term capital gain depending on whether the
shares were sold more than one year after the Incentive Stock Option was
exercised. However, in the case of a "disqualifying disposition" that is a
sale or exchange (other than a sale or exchange with certain persons
related to the optionee), the amount of compensation income recognized by
the optionee cannot exceed the excess of the amount received over the
option exercise price, even where the amount received is less than the fair
market value of the shares at the time the incentive stock option was
exercised. Different tax consequences apply to optionees disposing of
Common Stock acquired upon the exercise of Incentive Stock Options that are
subject to the alternative minimum tax.

17
<PAGE>

Other Information

12. Do optionees have to notify us of any disposition of their shares?

Yes. Optionees must notify us in writing of the date and terms of any sale
or disposition of their shares. Additionally, the optionee must provide us
with written assurances that all appropriate action necessary for
compliance with the registration requirements of the 1933 Act or any
exemption from registration available under the 1933 Act (including Rule
144) has been taken. Any transfer of record ownership of shares, including
a transfer to a broker or nominee into a "street name" will be treated as a
disposition unless the optionee advises us to the contrary. As required by
law, we will report income to the appropriate tax authorities.

13. Can the Plan be changed or discontinued?

Yes. Our Board may amend the Plan at any time. However, the Board cannot
amend the Plan if it will adversely affect the options unless the optionee
consents.

14. What happens to options granted prior to an amendment of the Plan?

Rights and obligations under any option granted before amendment of the
Plan will not be changed by any amendment of the Plan unless the optionee
consents in writing.

15. When does the Plan terminate?

The Plan terminates on 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 merger or
consolidation, tender or exchange offer or sale or transfer of our stock or
assets. No options will be granted under the Plan after the Effective
Date.

18
<PAGE>

NON-QUALIFIED STOCK OPTION AGREEMENTS

Introduction

In addition to offering shares upon the exercise of options granted
pursuant to the Plan, we are offering 20,602 shares upon the exercise of options
outstanding immediately prior to the effective time of the merger under Non-
Qualified Stock Option Agreements between Worldbridge and certain optionees
("Worldbridge Non-Qualified Agreements"), that we assumed and converted (as
assumed and converted, "Non-Qualified Agreements") into options to acquire our
common stock in connection with the Merger Agreement. The following is a
summary of the Non-Qualified Agreements in a question and answer format.

Purpose

1. What is the purpose of the Non-Qualified Agreements?

The purpose is to provide a mechanism by which we can administer the
options that were assumed and converted by us at the effective time in
connection with the Merger Agreement. We will not grant any additional
options pursuant to the Non-Qualified Agreements.

Administration

2. Who administers the Non-Qualified Agreements?

The Non-Qualified Agreements are administered by our Board.

Option Terms

3. What type of options are outstanding under the Non-Qualified Agreements?

The options outstanding under the Non-Qualified Agreements are non-
qualified options under the Code.

4. How did the Merger affect options granted under the Worldbridge Non-
Qualified Agreements?

In connection with the Merger Agreement, all options granted and
outstanding under the Worldbridge Non-Qualified Agreements immediately
prior to the effective time of the merger were assumed and converted by us
at the effective time into options to acquire our common stock. Each
Worldbridge option was converted into an option to acquire .219166 shares
(the "Exchange Ratio") of our common stock, rounded to the nearest

19
<PAGE>

whole share. Additionally, the exercise price per share of each Worldbridge
Agreement option was divided by the Exchange Ratio and rounded to the
nearest cent.

5. What is the method of payment for the options?

The exercise price must be paid either: (a) in cash (payment in currency or
by certified check, cashier's check, postal money order or wire transfer is
considered payment in cash), or (b) in shares of common stock already owned
by Optionee or shares subject to the option through a cashless exercise.
In the event of payment in common stock, the shares used in payment of the
purchase price shall be considered payment to the extent of their fair
market value on the date of exercise of the option. We have the right to
require the optionee to remit to us an amount of cash sufficient to satisfy
any federal state and local withholding tax requirements prior to the
delivery of any certificate for the shares.

6. How many shares are subject to the Non-Qualified Agreements?

The maximum number of shares of our common stock that may be issued
pursuant to options outstanding under the Non-Qualified Agreements is
20,602 shares.

Transfer of Options

7. Can an optionee assign or transfer options under the Non-Qualified
Agreements?

An option is not transferable except by will or by the laws of descent and
distribution, and will be exercisable during the lifetime of the person to
whom the option is granted only by that person.

Tax Consequences

THIS IS ONLY A SUMMARY. ALL OPTIONEES ARE ENCOURAGED TO CONSULT WITH THEIR TAX
ADVISERS REGARDING THE FEDERAL, STATE AND LOCAL INCOME TAX CONSEQUENCES OF
EXERCISING OPTIONS PURSUANT TO THE NON-QUALIFIED AGREEMENTS.

8. What are the tax consequences upon the grant and exercise of an option
under the Non-Qualified Agreements?

An optionee did not recognize any income at the time a non-qualified option
was granted pursuant to the Worldbridge Non-Qualified Agreements. When an
optionee exercises a non-qualified option and purchases our common stock
pursuant to the Non-Qualified Agreements, the optionee will recognize
ordinary income in an amount equal to

20
<PAGE>

the difference between the exercise price of the non-qualified option and
the fair market value of the stock received.

9. Is there a minimum amount of time that an optionee must hold his or her
shares prior to disposition?

10. How will any gain or loss from the sale of our common stock purchased
pursuant to the Non-Qualified Agreements be treated?

Upon any sale of our common stock purchased pursuant to the exercise of a
Non-Qualified Option, any gain or loss (the difference between the amount
received and the fair market value of the common stock on the date ordinary
income was recognized as described in Question 8) will be a long-term
capital gain or loss if the sale occurs more than one year after the date
of exercise (or, if later, the date when income was recognized by the
optionee) and otherwise will be a short-term capital gain or loss.

Other Information

11. Can the Non-Qualified Agreements be changed or discontinued?

Yes, but the Board cannot amend the Non-Qualified Agreements if it will
adversely affect the options unless the optionee consents.

12. What happens to options granted prior to an amendment of the Non-Qualified
Agreements?

Rights and obligations under any option granted before amendment of the
Non-Qualified Agreements will not be changed by any amendment of the Non-
Qualified Agreements unless the optionee consents in writing.

13. When do the Non-Qualified Agreements terminate?

Each Non-Qualified Agreement will terminate on the earliest of (i) July 1,
2007, or (ii) the expiration or termination of all options outstanding
under such Non-Qualified Agreement.

21
<PAGE>

USE OF PROCEEDS

Shares Offered By Selling Shareholders

We will not receive any of the proceeds from the sale of the 1,603,577
shares of common stock offered by the selling shareholders.

Shares Offered By Us Upon Exercise of Options

The net proceeds to us from the sale of the stock offered hereby are
estimated to be $216,531, assuming all options are exercised.

We anticipate that we will use the net proceeds of this offering for
working capital or other general corporate purposes. Pending such uses, we
intend to invest the net proceeds of this offering in interest-bearing,
investment-grade securities.

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 March 23, 2000 and
the amount of securities to be sold by them under this prospectus.

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 options exercisable within 60
days of March 23, 2000. The percentages, if any, were calculated based on shares
of common stock outstanding as of March 23, 2000, plus the shares issued or
issuable to the selling shareholders listed in this prospectus and includes
160,356 shares of common stock issuable to selling shareholders upon termination
of an escrow arrangement and 75,434 shares of common stock which were issued or
are issuable upon the exercise of outstanding options owned by the selling
shareholders.

For information regarding the selling shareholders' method of distributing
the shares, see the section entitled "PLAN OF DISTRIBUTION."

22
<PAGE>

<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/(1)/ Common Stock Common Stock Common Stock
- --------------------------- ---------------------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Lisa M. Maney/(5)/ 288,209 288,209 * 0 *
David S. Maney/(3) (5)/ 285,292 285,292 * 0 *
Alta Communications VI, L.P./(8)/ 193,923 193,923 * 0 *
Douglas R. Munch/(2)/ and Amy E. *
Muench 131,499 131,499 * 0
Russell L. Cohen/(2) (4)/ and
Polly Swartzfager 90,672(12) 64,373 * 26,299(13) *
Kenneth A. Somberg, M.D. 76,250 76,250 * 0 *
David M. Dodson/(3) (6) (7)/ 71,712(12) 49,971 * 21,741(13) *
Robert F. Schumann 69,969 69,969 * 0 *
Big Partners I 66,113 66,113 * 0 *
Brooks Investment L.P. 66,113 66,113 * 0 *
Eric J. Rosen/(3)/ 55,703(10) 52,416 * 3,287(10) *
Charles E. Cooper/(2)/ and Sandra
K. Cooper 36,477(12) 32,094 * 4,383(13) *
Phillip W. Seefried, Jr. 33,451 33,451 * 0 *
Charles Brewer 33,057 33,057 * 0 *
Elon D. Spar and Anne P. Spar 32,639 32,639 * 0 *
Leonard W. Busse/(3)/ and Gretchen
G. Busse 26,335(11) 6,611 * 19,724(11) *
Debra Somberg 13,222 13,222 * 0 *
Kevin T. Callaghan 13,222 13,222 * 0 *
Lawrence R. Buchalter 13,222 13,222 * 0 *
Smith Barney IRA FBO Burton H.
Cohen 13,222 13,222 * 0 *
Dodson Family Trust - Hannah
Dodson/(6)/ 12,643 12,643 * 0 *
Dodson Family Trust - Rachel
Dodson/(6)/ 12,643 12,643 * 0 *
The Millennial Fund 9,917 9,917 * 0 *
David Amlicke and Maureen 6,611 6,611 * 0 *
Amlicke
Millennial Holdings, L.L.C 6,611 6,611 * 0 *
Rick Beckett 6,611 6,611 * 0 *
Alta Comm S By S, LLC/(8)/ 4,417 4,417 * 0 *
Burton H. Cohen and Carole L. 3,306 3,306 * 0 *
Cohen
The Tankersley Family Ltd.
Partnership/(9)/ 3,306 3,306 * 0 *
Dodson Family Trust - Caroline
Dodson/(6)/ 2,644 2,644 * 0 *
------------ --------- ------------
Total 1,679,011 1,603,577 75,434
===== ============ ========= ============
</TABLE>
* Less than one percent.

(1) Does not include 46,900 shares of common stock issuable by C-COR.net upon
the exercise of certain options which are being offered by C- COR.net
pursuant to the prospectus.

(2) Selling shareholder is a current employee of Worldbridge, a wholly owned
subsidiary of the Registrant.

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<PAGE>

(3) Selling shareholder was a director of Worldbridge prior to the time it
became a wholly owned subsidiary of the Registrant, but no longer
holds such position.

(4) Russell L. Cohen was an officer of Worldbridge, prior to the time it became
a wholly owned subsidiary of the Registrant.

(5) Lisa M. Maney and David S. Maney are husband and wife.

(6) David M. Dodson is one of two trustees for each of The Dodson Family Trust
- Hannah Dodson, The Dodson Family Trust - Caroline Dodson and The Dodson
Family Trust - Rachael Dodson. In each case, either trustee may act on
behalf of the trust.

(7) David M. Dodson is a consultant to C-COR.net and was Chairman of
Worldbridge's Board prior to Worldbridge becoming a wholly-owned
subsidiary of C-COR.net.

(8) William Egan is the general partner of Alta Communications VI Management
Partners, L.P., which is the general partner of Alta Communications
VI, L.P. Mr. Egan is also one of 20 members of Alta Comm S by S, LLC.
Mr. Egan was a Director of Worldbridge prior to the time it became a
wholly owned subsidiary of the Registrant, but no longer holds such
position.

(9) G. Jackson Tankersley is the general partner of the The Tankersley Family
Ltd. Partnership and was a director of Worldbridge prior to the time
Worldbridge became a wholly owned subsidiary of the Registrant, but no
longer holds such position.

(10) Includes 3,287 shares that are issuable to Mr. Rosen upon the exercise of
options that were fully exercisable as of February 18, 2000. The
issuance of such shares by C-COR.net upon exercise of such options is
being registered on this registration statement.

(11) Includes 19,724 shares that are issuable to Mr. Busse upon the exercise of
options that were fully exercisable as of February 18, 2000. The
issuance of such shares by C-COR.net upon exercise of such options is
being registered on this registration statement.

(12) Includes shares of common stock that are issuable by C-COR.net upon the
exercise of options that were fully exercisable as of February 18,
2000.

(13) Consists of shares of common stock that are issuable by C-COR.net upon the
exercise of options that were fully exercisable as of February 18,
2000.

24
<PAGE>

PLAN OF DISTRIBUTION

Selling Shareholders

The selling shareholders may sell their shares of common stock from time to
time to purchasers directly, either by any such selling shareholder, or by
pledgees, donees, transferees or other successors in interest receiving shares
from a selling shareholder as a gift, partnership distribution or other non-
sale-related transfer after the date of this prospectus. As used in this
section, the term "selling shareholder" includes all such 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 some or all of
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 will act independently of us in making decisions with respect to
the timing, manner and size of each sale.

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. The selling shareholders may agree to indemnify any agent,
dealer or broker-dealer that participates in transactions involving sales of the
shares against certain liabilities, including liabilities arising under the
Securities Act. To the extent the selling shareholders may be underwriters, they
may be subject to statutory liabilities and requirements of 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"). To the extent that selling shareholders
are underwriters within the meaning of Section 2(11) of the Securities Act, they
will be required to deliver a prospectus to their purchasers.

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 or otherwise. 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);

25
<PAGE>

. 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.

The selling shareholders may enter into hedging transactions with broker-
dealers in connection with distributions of the shares or otherwise. In such
transactions, broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with selling shareholders. The
selling shareholders also may sell shares short and redeliver the shares to
close out such short positions. The selling shareholders may enter into option
or other transactions with broker-dealers which require the delivery of the
shares to the broker-dealer. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this prospectus. The selling shareholders also
may loan or pledge the shares to a broker dealer. The broker-dealer may sell the
shares so loaned, or upon a default the broker-dealer may sell the pledged
shares pursuant to this prospectus.

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 in open market transactions under Rule 144 of the
Securities Act, provided they meet the criteria and conform to the requirements
of those Rules.

26
<PAGE>

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, which may limit the timing of purchases and
sales of any of the securities by the selling

27
<PAGE>

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.

Shares Offered By Us Upon Exercise of Options

The common stock offered by us with this prospectus may be sold from time
to time by us to the holders of options under the Plan and/or pursuant to option
agreements. The shares will be sold when, as and if such holders exercise their
options under the terms and conditions of the Plan, the option agreements and
their options.

28
<PAGE>

THE COMPANY

We design, manufacture and market cable network transmission products and
provide services and support to cable network operators. Our customers include
the largest cable operators in the United States, such as Time Warner, Inc. and
AT&T, many of the smaller domestic cable operators and several large
international cable operators. We offer a comprehensive range of products,
including radio frequency or RF amplifiers, and fiber optic components for the
cable headend, node and RF plant. Our services focus on enabling reliable, high-
speed, broadband communications over hybrid fiber coax networks, or HFC
networks, and include network design, service activation, optimization,
management and maintenance.

Cable operators worldwide have begun upgrading and rebuilding their
existing networks to offer high-speed, two-way, broadband services such as
Internet delivery, telephony, video-on-demand and digital television. These
investments are a result of competitive pressures, industry consolidation,
deregulation and technical advancements, particularly in the use of fiber optic
equipment. As cable operators have consolidated to achieve economies of scale,
non-cable operators, such as Microsoft, Paul Allen, AT&T and America Online,
Inc. have made or announced their intent to make substantial investments in the
HFC system design, not only validating it as a competitive broadband medium, but
increasing the available capital to spend on network upgrades.

On February 18, 2000, we completed a merger with Worldbridge to strengthen
our engineering, technical and service offerings to cable operators and on
January 28, 2000 we completed an asset purchase of ACSI to strengthen our
engineering and technical services capability. We also acquired SVCI in
September 1999 to broaden our product line and increase our technology base to
include dense wave division multiplexing, or DWDM, technology and end-to-end
fiber optic and RF transmission equipment. Additionally, we acquired Convergence
in July 1999 to enhance our broadband management services capability to include
an integrated package of network management and support services, such as
enhanced management software and a network operations center.

We recently introduced two new fiber optic products that are currently
being used in a field trial of AT&T's LightWire Neighborhood Broadband System in
Salt Lake City, Utah. We believe these two products, the MuxNode and the
MiniNode, are key components of the next generation of HFC networks. These
products provide bi-directional signal transmission featuring multiple forward
and reverse paths that support analog and digital video, high-speed data and
telephony. This system design provides for the broader deployment of fiber into
the network which provides increased bandwidth and network reliability. We
recently received initial production orders for both the MuxNode and the
MiniNode.

The increasing size, complexity and traffic over cable networks requires
consistent, reliable network performance to meet customer demands. We believe
cable network operators

29
<PAGE>

will need to substantially increase their investment in high quality, value
added services such as network design, activation, Internet enablement, advice
on system upgrades and proactive performance management. Given the increased
complexity and cost associated with designing, monitoring and maintaining next
generation HFC networks, we also believe cable operators will turn to third
party providers, such as us, to assist them in enhancing network integrity.

Our core business strategy is to leverage our over 45 year reputation for
quality and service, our strong customer relationships and our extensive
installed base of transmission equipment to provide a broad line of flexible,
reliable and cost effective network products and service solutions.

Our principal executive offices are located at 60 Decibel Road, State
College, Pennsylvania 16801. Our telephone number is (814) 238-2461. Our
manufacturing facilities are in State College and Tipton, Pennsylvania, Santa
Clara, California and Tijuana Mexico. We also maintain administrative offices in
Almere, The Netherlands; and Hong Kong and a network operations center and
administrative offices near Atlanta, Georgia.

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed
upon for us by Ballard Spahr Andrews & Ingersoll, LLP, Philadelphia,
Pennsylvania.

EXPERTS

Our restated consolidated financial statements and related restated
financial statement schedule as of June 25, 1999 and June 26, 1998, and for each
of the years in the three-year period ended June 25, 1999, have been
incorporated by reference herein and in the registration statement in reliance
upon the report of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing. The restated consolidated financial statements and
related restated financial statement schedule, and the report thereon, appear in
our annual report on Form 10-K/A (Amendment No. 2) for the fiscal year ended
June 25, 1999.

30
<PAGE>

Our supplemental consolidated financial statements as of June 25, 1999 and
June 26, 1998, and for each of the years in the three-year period ended June 25,
1999, have been incorporated by reference herein and in the registration
statement in reliance upon the report of KPMG LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing. The supplemental consolidated
financial statements give retroactive effect to our mergers with 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. The supplemental
consolidated financial statements, and the report thereon, appear in our Form
8-K dated September 17, 1999, which was filed on September 24, 1999 (as amended
by our Form 8-K/A dated September 17, 1999, which was filed on October 13,
1999). The supplemental consolidated financial statements set forth in Item 7 of
our Form 8-K (as amended by Form 8-K/A) dated September 17, 1999 were
subsequently superseded by the restated consolidated financial statements set
forth in Item 8 of our annual report on Form 10-K/A (Amendment No. 2) for the
fiscal year ended June 25, 1999.

The consolidated financial statements of Convergence.com Corporation as of
December 31, 1998 and 1997, and for the years then ended, have been incorporated
by reference herein and in the registration statement in reliance upon the
report of KPMG LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing. The consolidated financial statements of Convergence.com
Corporation, and the report thereon, appear in our Form 8-K/A dated July 9,
1999, which was filed on August 2, 1999.

The financial statements of Silicon Valley Communications, Inc. (formerly
Qualop Systems Corporation) as of June 25, 1999 and June 30, 1998, and for the
years then ended, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing. The financial
statements of Silicon Valley Communications, Inc. (formerly Qualop Systems
Corporation), and the report thereon, appear in our Form 8-K dated September 17,
1999, which was filed on September 24, 1999 (as amended by our Form 8-K/A dated
September 17, 1999, which was filed on October 13, 1999).

The financial statements of Worldbridge Broadband Services, Inc. as of
December 31, 1999 and 1998, and for the years then ended, have been incorporated
by reference herein and in the registration statement in reliance upon the
report of KPMG LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in accounting
and auditing. The financial statements of Worldbridge Broadband Services, Inc.,
and the report thereon, appear in our Form 8-K/A dated February 18, 2000, which
was filed on March 16, 2000.

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<PAGE>

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents or portions of documents filed by us (File No.
0-10726) with the Commission are incorporated herein by reference:

(i) Annual Report on Form 10-K (as amended by Forms 10-K/A filed on
September 24, 1999 and March 15, 2000), for the fiscal year ended
June 25, 1999;

(ii) Reports on Form 10-Q for the Periods Ended September 24, 1999 and
December 24, 1999;

(iii) 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, January
20, 2000 (two reports filed), February 24, 2000 and March 3, 2000
(as amended by Form 8-K/A filed on March 16, 2000);

(iv) The description of our common stock contained in our registration
statement on Form 8-A filed with the Commission under the
Exchange Act on October 27, 1982, as amended by the Form 8 filed
with the Commission on July 3, 1990; and

(v) The description of our Series A Junior Participating Preferred
Stock Purchase Rights contained in our Registration Statement on
Form 8-A filed with the Commission under the Exchange Act on
August 30, 1999.

All reports and other documents subsequently filed by us pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this
prospectus and 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
into this prospectus and to be a part hereof from the date of the filing of such
reports or documents. Any statement contained in a document, all or a portion of
which is incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained or incorporated by herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this prospectus.

Upon written or oral request, we will provide without charge to each
person, including any beneficial owner, to whom this prospectus is delivered a
copy of any or all of such documents which are incorporated herein by reference
(other than exhibits to such documents

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unless such exhibits are specifically incorporated by reference into the
documents that this prospectus incorporates). Written or oral requests for
copies should be directed to William T. Hanelly, Vice President - Finance,
Secretary and Treasurer, 60 Decibel Road, State College, PA 16801 or (814)
238-2461.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus, which constitutes a part of a registration statement on
Form S-3 filed by us with the Commission under the Securities Act, omits certain
of the information set forth in the registration statement. Reference is hereby
made to the registration statement and to the exhibits thereto for further
information with respect to us and the securities offered hereby. Copies of the
registration statement and the exhibits thereto are on file at the offices of
the Commission and may be obtained upon payment of the prescribed fee or may be
examined without charge at the public reference facilities of the Commission
described below or via the Commission's web site described below.

Statements contained herein concerning the provisions of documents are
necessarily summaries of these documents, and each statement is qualified in its
entirety by reference to the copy of the applicable document filed with the
Commission.

We are subject to the informational requirements of the Exchange Act, and,
accordingly, file reports, proxy statements and other information with the
Commission. These reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C.
20549, and at the Commission's Regional Offices located at Seven World Trade
Center, Suite 1300, New York, New York 10048 and Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of these
documents may also be obtained from the Public Reference Room of the Commission
at Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549, at prescribed
rates. Information regarding the operation of the Public Reference Room may be
obtained by calling the Commission at 1-800-SEC-0330. The Commission maintains a
web site (http://www.sec.gov) that contains material regarding issuers that file
electronically with the Commission.

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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.

[LOGO OF C-COR.NET CORP.]

1,650,477 Shares of
Common Stock

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PROSPECTUS

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March 24, 2000

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