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 an Agreement and Plan of Merger providing,
upon the satisfaction of certain conditions contained therein, for the merger of
C-COR.net Services Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of the Registrant, with and into Worldbridge Broadband Services,
Inc., a Delaware corporation ("Worldbridge"), with Worldbridge being the
surviving entity and becoming a wholly owned subsidiary of the Registrant.
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 Worldbridge Broadband Services, Inc. Agree to Merge
Complementary Capabilities Strengthen C-COR.net's Coast-to-Coast Presence In
Providing Critical, In-Demand Field Operations Services To the Broadband
Industry
Thursday January 20 -- C-COR.net (Nasdaq: CCBL) and Worldbridge Broadband
Services, Inc., a leading nationwide provider of outsourced technical and
systems integration services for the broadband communications industry, today
announced that they had entered into a definitive merger agreement under which
Worldbridge Broadband Services will become a wholly-owned subsidiary of
C-COR.net. Under the merger agreement, C-COR.net will issue approximately
1,600,000 shares of its common stock to Worldbridge Broadband Services
shareholders and convert options to acquire Worldbridge stock into options to
acquire approximately 200,000 shares of C-COR.net common stock. Worldbridge was
advised by Daniels & Associates in the transaction.
Under the terms of the proposed merger, it is expected that the transaction will
qualify as a tax-free reorganization under the provisions of the Internal
Revenue Code, and it will be accounted for as a "pooling of interests." The
merger is expected to be completed in the quarter ending March 2000, subject to
satisfaction of certain conditions stated in the merger agreement.
Worldbridge Broadband Services, founded in 1994, is headquartered in Lakewood,
Colorado. Worldbridge provides full-system field operations outsourcing for a
client base of primarily broadband cable operators, but which also spans the
CLEC (Competitive Local Exchange Carrier), telecommunications hardware, and
packet-based carrier industries. Worldbridge focuses mainly on three primary
areas: outside plant services, network systems integration services, and
outsourced operational services. Worldbridge has more than 230 technical
professionals working from eight regional offices covering the Southeast,
Midwest, Mountain, Southwest and Western states. As such, Worldbridge has the
largest non-cable operator affiliated broadband technical labor force in the
nation.
Commenting on the proposed merger, David A. Woodle, President and CEO of
C-COR.net, stated, "We are very pleased to be moving forward with this merger as
another key step in our strategic plan to position C-COR.net as the industry's
supplier-of-choice for broadband technology and service expertise. Worldbridge
serves a client base compatible with ours in the cable industry. The combination
of Worldbridge with C-COR.net significantly expands our customer and geographic
base within the domestic communications market. Worldbridge has an established
reputation as a `can-do' service provider with recognized technical know-how.
Its nationwide professional support network and current working relationships
with a number of communication companies will be a valuable asset to C-COR.net
as we move into the new millennium."
Paul Janson, President, CEO and COO of Worldbridge Broadband Services,
concurred, adding, "The cable industry is increasingly shifting its resources
and priorities to the implementation and rollout of new services. Faced with the
challenges of recruiting, training and effectively incenting a highly skilled
workforce, cable operators and other telecommunication companies are more and
more turning to outsourcing partnerships and operational joint ventures for
support in both upgrading their networks and the day-to-day operations of those
networks. The combination of the skilled field services and technical
sophistication provided by C-COR.net and Worldbridge will be a formidable
provider in the marketplace for this growing business. We are looking forward
with pride and excitement to becoming part of the C-COR.net organization."
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 (Radio Frequency) and advanced AM
(Amplitude Modulation) fiber optic distribution electronics for two-way HFC
(Hybrid Fiber Coax) 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 merger announcement with Worldbridge Broadband
Services, C-COR.net also announced on January 20, 2000, that it had entered into
an asset purchase agreement with Advanced Communications Services, Inc. (ASCI),
a California-based provider of advanced network engineering services to the
broadband 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 merger agreement with Worldbridge Broadband 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 merger with Worldbridge Broadband 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.
