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) January 20, 2000
C-COR.net Corp.
(Exact name of Registrant as specified in its charter)
Pennsylvania 0-10726 24-0811591
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
60 Decibel Road, State College, Pennsylvania 16801
(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 January 20, 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 it has entered into a definitive agreement with Advanced
Communications Services, Inc. (ACSI) under which a wholly owned subsidiary of
the Registrant will acquire substantially all of the assets of ACSI, subject to
the satisfaction of certain conditions contained in the agreement.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
99.1 Press Release, dated January 20, 2000, of C-COR.net Corp.
<PAGE>
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)
January 20, 2000
By: /s/ David A. Woodle,
Name: David A. Woodle
Title: President and Chief Executive Officer
C-COR.net and Advanced Communications Services, Inc.(ACSI) Agree To Asset
Purchase
Deal Enables C-COR.net to Increase Broadband Industry Customer Base For
High-Demand Network Engineering Services
Thursday January 20 -- C-COR.net (Nasdaq: CCBL) and Advanced Communications
Services Incorporated (ACSI), a Riverside, California, provider of advanced
network engineering services to the broadband industry, today announced that
they had entered into a definitive agreement under which a subsidiary of
C-COR.net will acquire substantially all of the assets of ACSI. C-COR.net will
not assume any material liabilities of ACSI. The acquisition is expected to
close in the quarter ending March 2000, subject to satisfaction of certain
conditions. The purchase price, which will be paid in cash, is under $5 million.
Advanced Communications Services, Inc., with offices in California and Georgia,
provides engineering, design and technical services, and alternative solutions
for cable HFC (Hybrid Fiber Coax) system rebuilds and upgrades, primarily to
large broadband cable operators. Key services offered by ACSI include return
path activation and balancing; full system sweeping forward and return; field
engineering and strand mapping; and RF (Radio Frequency), fiber optic and
telephony network design. C-COR.net intends to offer employment to substantially
all the employees of ACSI.
Commenting on the acquisition, David A. Woodle, President and CEO of C-COR.net,
stated, "ACSI brings to C-COR.net a highly regarded industry track record, a
compatible customer base, and an enhanced market foothold in the West and South.
Equally important, ACSI will enable us to ramp up with critical, hard-to-find
engineering skills in advanced broadband network design, development and
deployment at a time of increasing demand for these services. The synergies of
our two companies will strengthen our strategic position as an effective and
responsive supplier of broadband services nationwide in a rapidly changing and
increasingly complex industry."
Ed Feghali, President of ACSI, concurred. "Both companies have the same goal of
offering comprehensive service for the complete broadband network life cycle. We
also have complementary technical skill sets and are experiencing increasing
demands from our broadband cable operator customers to monitor and service their
systems. Combined, C-COR.net and ACSI can more effectively and rapidly expand
our network management services to meet this demand over a larger geographical
area."
C-COR.net provides products and support to customers as they plan, design, build
and maintain complex broadband communications networks. C-COR.net is a developer
and global supplier of robust, high-quality RF 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.
C-COR.net also offers comprehensive customer service for the full HFC broadband
network life cycle, including network engineering and design, system activation,
integration of Internet applications over cable, network optimization and
management, and system maintenance. C-COR.net's multi-million dollar 24 hours
per day/7 days a week Network Operations Center (NOC) in Atlanta, Georgia,
provides 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 part of C-COR.net's suite of
Broadband Management Services and as a core element of the NOC.
In addition, concurrent to this announcement of the asset purchase agreement
with Advanced Communications Services, C-COR.net also announced on January 20,
2000, that it had entered into a definitive merger agreement with Worldbridge
Broadband Services, Inc., a leading nationwide provider of outsourced technical
and systems integration services for the broadband communications industry.
C-COR.net, founded over 45 years ago, designs and manufactures robust,
high-quality network distribution products for two-way hybrid fiber/coax (HFC)
networks. 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 asset purchase agreement with 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
consummate the asset purchase agreement with Advanced Communications Services,
Inc.; the ability to integrate Convergence.com's and Silicon Valley
Communications' 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; new product development activities; 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.
