Prospectus Supplement No. 2 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
This Prospectus Supplement supplements information contained in that
certain Prospectus of C-COR.net Corp. (the "Company") dated September 27, 1999,
as supplemented by Prospectus Supplement No. 1 dated January 18, 2000
(collectively, the "Prospectus") relating to the resale by the selling
shareholders listed therein of shares of Common Stock, par value of $0.05 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.
The section entitled "SELLING SHAREHOLDERS," beginning on page 13 of the
Prospectus is amended to restate the information with respect to Margaret A.
Ames. The information set forth below replaces the information in the
Prospectus.
<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>
Margaret A. Ames ............... 14,552 14,552 * 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 February 8, 2000.
