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As filed with the Securities and Exchange Commission on November 13, 2000
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
FORM S-8
REGISTRATION STATEMENT
under
The Securities Act of 1933
C-COR.net Corp.
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(Exact name of registrant as specified in its charter)
Pennsylvania 24-0811591
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
60 Decibel Road
State College, Pennsylvania 16801
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(Address of Principal Executive Offices) (Zip Code)
C-COR.net Corp. Supplemental Executive Retirement Plan
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(Full title of the plan)
David A. Woodle, Chairman, President and CEO
C-COR.net Corp.
60 Decibel Road
State College, Pennsylvania 16801
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(Name and address of agent for service)
(814) 238-2461
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(Telephone number, including area code, of agent for service)
with a copy to:
Robert C. Gerlach, Esquire
Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street, 51st Floor
Philadelphia, Pennsylvania 19103
(215) 665-8500
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered(1) Share or Obligation Price Fee
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<S> <C> <C> <C> <C>
Common Stock,
par value $.05 25,000 $14.03(2) $350,750(2) $92.60
per share shares
Deferred
Compensation
Obligations $5,000,000 $1.00(3) $5,000,000(3) $1,320.00
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</TABLE>
(1) Pursuant to Rule 416(a) this Registration Statement is deemed to cover an
indeterminate amount of additional shares of C-COR.net Corp. Common Stock
issuable in the event the number of outstanding shares of the Company is
increased by split-up, reclassification, stock dividend and the like.
(2) Estimated solely for the purpose of calculating the registration fee. In
accordance with Rule 457(c), the price shown is based upon the average of
the high and low price of C-COR.net Corp. Common Stock on November 9, 2000,
as reported on the Nasdaq National Market System.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h).
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PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of this
Registration Statement will be given or sent to all persons who participate in
the C-COR.net Corp. Supplemental Executive Retirement Plan (the "Plan").
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed with the Commission pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") by C-COR.net Corp. (the
"Company") (File No. 0-10726) are incorporated herein by reference: (1) the
Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2000;
(2) the Company's Report on Form 10-Q for the period ended September 29, 2000;
(3) the description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission on October 27, 1982
(as amended by Form 8-A/A filed with the Commission on July 3, 1990); and (4)
the description of the Company's Series A Junior Participating Preferred Stock
Purchase Rights contained in the Company's Registration Statement on Form 8-A
filed with the Commission under the Exchange Act on August 30, 1999.
Each document filed by the Company after the date hereof pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act 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 in this Registration Statement and shall be part
hereof from the date of filing of such document. 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 Registration
Statement 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 Registration Statement.
Item 4. Description of Securities.
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The following is a description of the Plan and the securities being
registered, and in the event there is a conflict between this description and
the provisions of the Plan, the provisions of the Plan will control.
Under the Plan, certain highly compensated members of senior
management and employees of the Company (and certain of its subsidiaries) may
defer a portion of their eligible compensation for retirement purposes.
"Eligible compensation" means the compensation that would have been recognized
under the tax-qualified C-COR.net Corp. Retirement Savings and
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Profit Sharing Plan, if such compensation were not required to be reduced by any
deferrals made under the Plan, nor limited by any maximum stated in the Internal
Revenue Code of 1986, as amended (the "Code"). The committee that administers
the Plan (the "Committee") is appointed by the Company's Board of Directors (the
"Board") and has the discretion to determine who may participate in the Plan.
The Plan is not subject to most provisions of the Employee Retirement Income
Security Act of 1974, as amended, and is not qualified under Section 401(a) of
the Code. The securities being registered represent the Company's unsecured,
unfunded, general obligations (the "Obligations") of the Company to pay to a
Plan participant, upon the participant's retirement or other termination of
employment, the value of the participant's vested bookkeeping account adjusted
to reflect the performance, whether positive or negative, of the selected
investment benchmark(s) during the deferral period in accordance with the terms
of the Plan (the "Benefit").
The Obligations will rank pari passu with the Company's other
unsecured and unsubordinated indebtedness. This means that participants will
have no greater rights than other Company creditors to satisfaction of their
claims under the Plan. The Obligations are not subject to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment or
garnishment.
Amounts deferred by the employee pursuant to the Plan will be credited
by book entry to the participant's bookkeeping account. Additionally, the
Company will contribute to each participant's bookkeeping account an employer
matching contribution equal to the current employer matching contribution of the
C-COR.net Corp. Retirement Savings and Profit Sharing Plan. The Company has
reserved the right to amend or terminate this matching contribution.
Participants are 100% vested in the compensation amounts they defer and will
vest in the employer matching contribution in accordance with the schedule set
forth in the Plan.
Each participant has the opportunity to designate one or more
investment benchmark(s) (selected by the Committee) by which the participant's
bookkeeping account will be periodically credited or debited, as appropriate, to
reflect gain or loss from the hypothetical investment in the investment
benchmark(s) (as if the deferred compensation had actually been so invested).
One of the available investment benchmarks is the Company's Common Stock, $.05
par value per share (the "Common Stock"). A participant may make changes to
such investment benchmark(s), both as to new contributions and/or to change
prospectively existing amounts in the participant's bookkeeping account, by
making elections in accordance with procedures adopted by the Committee. The
Company is not obligated to in fact invest Company assets, or any other assets,
in the investment benchmark(s) chosen by the participants.
Each participant shall make an election prior to his or her enrollment
into the Plan as to the timing and form in which his or her Benefit will be
distributed. The Committee may, in its sole discretion, allow a distribution to
a participant in the event of a financial hardship. Distribution of all or any
part of a participant's Benefit shall be made by the Company pursuant
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to the participant's election, or as soon thereafter is practicable in
accordance with the terms of the Plan. Participants who have elected Company
Common Stock as their investment benchmark for all or part of their bookkeeping
account may make a request to the Committee to receive, for the portion of their
bookkeeping account subject to this investment benchmark, the distribution of
such Benefit in-kind, in forms of shares of Company Common Stock rather than in
cash. The Committee determines in its sole discretion whether or not such an in-
kind distribution will be permitted.
The Obligations may be satisfied from the Company's general corporate
assets. Alternatively, the Company has established a grantor trust (as described
in Sections 671-678 of the Code and commonly referred to as a "rabbi trust") to
serve as a source of funds from which it can satisfy the Obligations.
Participants in the Plan will have no rights to any assets held by the rabbi
trust, except as general creditors of the Company. Assets of any rabbi trust
will at all times be subject to the claims of the Company's general creditors.
The Company can choose to contribute or not to contribute amounts to the rabbi
trust, in order to fund the payment of the Obligations.
The Company reserves the right to amend, modify or terminate the Plan,
or suspend any of its provisions, except that no such amendment, modification or
termination shall adversely affect the right of any participant to the amounts
credited to or accrued in his or her bookkeeping account at the time of such
amendment, modification or termination.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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Sections 1741 through 1750 of the Pennsylvania Business Corporation
Law of 1988 permits, and in some cases requires, the indemnification of
officers, directors and employees of the Company. Article VII-Section 7-1 of
the Company's bylaws provides that the Company shall indemnify any director or
officer of the Company against expenses (including legal fees), judgments, fines
and amounts paid in settlement, actually and reasonably incurred by him, to the
fullest extent now or hereafter permitted by law in connection with any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, brought or threatened to be brought
against him, including actions or suits by or in the right of the Company, by
reason of the fact that he is or was a director or officer of the Company, its
parent or any of its subsidiaries, or acted as a director or officer or in any
other capacity on behalf of the Company, its parent or any of its subsidiaries
or is or was serving at the
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request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise.
The Board of Directors by resolution may similarly indemnify any
person other than a director or officer of the Company to the fullest extent now
or hereafter permitted by law for liabilities incurred by him in connection with
services rendered by him for or at the request of the Company, its parent or any
of its subsidiaries.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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Number Exhibit
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4.1 Specimen copy of common stock certificate
4.2 C-COR.net Corp. Supplemental Executive Retirement Plan, effective May
1, 1996, as amended and restated through September 1, 2000
5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP
23.1 Consent of KPMG LLP
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
Exhibit 5)
Item 9. Undertakings.
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A. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (i) to include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii)
to reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the
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"Calculation of Registration Fee" table in the effective registration statement;
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that clauses (i) and (ii) above do not apply if the registration
statement is on Form S-3 or Form S-8, and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933, and will be governed by the
final adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Borough of State College, Commonwealth of Pennsylvania,
on November 13, 2000.
C-COR.net Corp.
By: /s/ David A. Woodle
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David A. Woodle
Chairman, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ David A. Woodle Chairman, President and Chief November 13, 2000
---------------------------- Executive Officer and
David A. Woodle Director (Principal Executive
Officer)
/s/ Christine Jack Toretti Director November 13, 2000
----------------------------
Christine Jack Toretti
/s/ Donald M. Cook, Jr. Director November 13, 2000
----------------------------
Donald M. Cook, Jr.
/s/ I.N. Rendall Harper, Jr. Director November 13, 2000
----------------------------
I.N. Rendall Harper, Jr.
/s/ John J. Omlor Director November 13, 2000
----------------------------
John J. Omlor
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/s/ Frank Rusinko, Jr. Director November 13, 2000
----------------------------
Frank Rusinko, Jr.
/s/ James J. Tietjen Director November 13, 2000
----------------------------
James J. Tietjen
/s/ Michael J. Farrell Director November 13, 2000
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Michael J. Farrell
/s/ William T. Hanelly Vice President - November 13, 2000
---------------------------- Finance, Treasurer
William T. Hanelly and Secretary (Principal
Financial Officer)
/s/ Joseph E. Zavacky Controller and November 13, 2000
---------------------------- Assistant Secretary
Joseph E. Zavacky (Principal Accounting
Officer)
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EXHIBIT INDEX
Number Exhibit
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4.1 Specimen copy of common stock certificate
4.2 C-COR.net Corp. Supplemental Executive Retirement Plan, effective May
1, 1996, as amended and restated through September 1, 2000
5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP
23.1 Consent of KPMG LLP
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in
Exhibit 5)
