UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 18, 2000
C-COR.net Corp.
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(Exact name of Registrant as specified in its charter)
Pennsylvania 0-10726 24-0811591
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(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
60 Decibel Road, State College, Pennsylvania 16801
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (814) 238-2461
(Former name or former address, if changed since last report.)
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Item 5. Other Events.
On February 21, 2000, the Registrant issued a press release, which is attached
to this Current Report as Exhibit 99.1 and incorporated herein by reference,
announcing that on February 18, 2000, it had completed the merger of C-COR.net
Services Acquisition Corp., a wholly owned subsidiary of the Registrant, with
and into Worldbridge Broadband Services, Inc., ("Worldbridge"), with Worldbridge
being the surviving entity and becoming a wholly owned subsidiary of the
Registrant. The Registrant also announced that it had completed the acquisition
of substantially all of the asset of Advanced Communications Services, Inc.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press Release, dated February 21, 2000, of C-COR.net Corp.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
C-COR.net Corp.
(Registrant)
February 24, 2000
By: /s/ David A. Woodle,
Name: David A. Woodle
Title: President and Chief Executive Officer
C-COR.net Announces Completion of Merger with
Worldbridge Broadband Services, Inc.
Acquisition of Worldbridge Provides C-COR.net Coast-to-Coast Coverage in
Supplying High-Demand Technical Services to the U.S. Broadband Communications
Market
Monday February 21 -- C-COR.net (Nasdaq: CCBL) announced today that on February
18, 2000, it completed its merger with Worldbridge Broadband Services, Inc., a
leading national provider of technical and system integration services for the
broadband communications industry, under the terms and conditions previously
announced on January 20, 2000. As a result, Worldbridge Broadband Services has
become a wholly-owned subsidiary of C-COR.net. Under the terms of the merger,
C-COR.net issued approximately 1,600,000 shares of its common stock (which
includes approximately 160,000 shares which were placed in escrow) to
Worldbridge Broadband Services' shareholders and converted certain options and
warrants to acquire Worldbridge Broadband Services stock into options and
warrants to acquire approximately 200,000 shares of C-COR.net common stock. Paul
E. Janson, Chief Executive Officer of Worldbridge, will become Vice President of
the Technical Services Group of the wholly-owned subsidiary.
In addition to the Worldbridge merger, C-COR.net also announced today that it
had completed the acquisition of Advanced Communications Services, Inc. (ACSI),
a Riverside, California, provider of advanced network engineering services,
primarily to large broadband cable operators. Both the Riverside headquarters of
ACSI and the Lakewood, Colorado, headquarters of Worldbridge will be maintained
as C-COR.net facilities following these acquisitions.
Commenting on the Worldbridge merger and ACSI acquisition, David A. Woodle,
President and CEO of C-COR.net, stated, "We completed these two acquisitions
ahead of schedule and are moving forward with integrating them with the legacy
of C-COR.net into a single entity that can provide a broad range of technical
services to assist our customers in upgrading their networks and rolling out new
offerings. We intend for our Technical Services Group, with seasoned management
and over 450 technical employees across the country, to be a source of
significant revenue and earnings growth."
About C-COR.net
C-COR.net provides products and services through three operational groups in
support of customers as they plan, design, build and maintain complex broadband
communications networks. C-COR.net's Telecommunications Group develops and is a
global supplier of high-quality RF (Radio Frequency) and advanced AM (Amplitude
Modulation) fiber optic distribution electronics for two-way HFC networks.
C-COR.net's newest fiber optic products, the Mux Node and Mini Node, facilitate
evolving fiber-rich architectures to deliver analog video, digital video,
high-speed data and telephone applications over cable.
C-COR.net's Broadband Management Services Group and Technical Services Group,
together, offer comprehensive customer service for the full HFC broadband
network life cycle. The Broadband Management Services Group focuses on enabling
and managing new service applications over cable, offering high speed data
certification, system integration services, Help Desk support, and network
management services. C-COR.net's multi-million dollar Network Operations Center
(NOC) in Atlanta, Georgia, provides around-the-clock, state-of-the-art,
real-time network monitoring with responsive cable modem Help Desk Service.
C-COR.net recently announced a strategic agreement with Fortress Technologies,
Inc., a leading security network company, to provide a data security solution
for Internet over cable as a core element of the NOC.
C-COR.net's Technical Services Group provides customers with full system field
operations outsourcing support nationwide, including network engineering and
design, system activation, network optimization, and system maintenance.
C-COR.net's headquarters is in State College, Pennsylvania, with production and
service facilities in State College and Tipton, Pennsylvania; Tijuana, Mexico;
Santa Clara, California; and Suwanee, Georgia. C-COR.net also maintains offices
in Almere, The Netherlands, and Hong Kong. C-COR.net's common stock is listed in
the Nasdaq National Market under the symbol CCBL. C-COR.net's website is
http://www.c-cor.net.
Some of the information presented in this announcement, including, but not
limited to the Company's expectations in connection with the Company's strategic
plan and its acquisitions of Worldbridge Broadband Communications, Inc. and
Advanced Communications Services, Inc., constitutes forward looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
Although the Company believes that its expectations are based on reasonable
assumptions within the bounds of its knowledge of its business and operations,
there can be no assurance that actual results will not differ materially from
its expectations. Factors which could cause actual results to differ from
expectations include the ability to integrate Worldbridge Broadband
Communications' and Advanced Communications Services' businesses; the timing of
orders received from customers; the gain or loss of significant customers;
changes in the mix of products sold; changes in the cost and availability of
parts and supplies; fluctuations in warranty costs; the Company's ability to
implement its strategies of product, service, and global market expansion; the
Company's ability to successfully implement new products and services and
enhance existing products and services; economic conditions affecting domestic
and international markets; regulatory changes affecting the telecommunications
industry, in general, and the Company's operations, in particular; competition
and changes in domestic and international demand for the Company's products;
continued successful implementation of Year 2000 measures; and other factors
which may impact operations and manufacturing. For additional information
concerning these and other important factors which may cause the Company's
actual results to differ materially from expectations and underlying
assumptions, please refer to the reports filed by the Company with the
Securities and Exchange Commission.
