<PAGE>
As filed with the Securities and Exchange Commission on August 11, 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.
---------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 24-0811591
-------------------------------------- ------------------------
(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)
Worldbridge Broadband Services 401(k) Plan
------------------------------------------
(Full title of the plan)
David A. Woodle, President and CEO
C-COR.net Corp.
60 Decibel Road
State College, Pennsylvania 16801
-------------------------------------
(Name and address of agent for service)
(814) 238-2461
-----------------------------------------------------------
(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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered(1) Share Price Fee
---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.05 200,000 $ 25.59(2) $5,118,000(2) $1,351.15
per share shares
</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. In
addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
(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 August 4, 2000,
as reported on the Nasdaq National Market System.
<PAGE>
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 Worldbridge Broadband Services 401(k) Plan (the "Plan").
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
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 25, 1999 (as
amended by Forms 10-K/A filed on September 24, 1999 and March 15, 2000); (2) the
Company's Reports on Form 10-Q for the Periods Ended September 24, 1999,
December 24, 1999 and March 24, 2000; (3) the Company's Current Reports on Form
8-K filed on July 15, 1999, July 26, 1999 (as amended by Form 8-K/A filed on
August 2, 1999), August 30, 1999, September 24, 1999 (as amended by Form 8-K/A
filed on October 13, 1999 -- the supplemental consolidated financial statements
set forth in Item 7 of the Form 8-K/A were subsequently superseded by the
restated consolidated financial statements set forth in Item 8 of the Company's
Annual Report on Form 10-K for the Fiscal Year Ended June 25, 1999 (as amended
by Forms 10-K/A filed on September 24, 1999 and March 15, 2000)), December 16,
1999, January 18, 2000, January 20, 2000 (two reports filed), February 24, 2000
and March 3, 2000 (as amended by Form 8-K/A filed on March 16, 2000); (4) 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 (5)
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.
Item 4. Description of Securities.
--------------------------
Not applicable.
<PAGE>
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
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 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.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
Number Exhibit
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4 Specimen copy of Common Stock certificate (incorporated by reference to
Exhibit 4 to the Registrant's Registration Statement on Form S-8, File
No. 2-95959)
5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP
23.1 Consent of KPMG LLP (Philadelphia, PA)
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit
5)
2
<PAGE>
Item 9. Undertakings.
-------------
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 "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.
3
<PAGE>
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 Act, and will be governed by the final adjudication
of such issue.
D. The Company hereby undertakes that, for purposes of qualifying the
Plan under Section 401 of the Internal Revenue Code, the Registrant will submit
or has submitted the Plan and any amendment thereto to the Internal Revenue
Service ("IRS") in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan.
4
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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 City of State College, Commonwealth of Pennsylvania, on
August 11, 2000.
C-COR.net CORP.
By: /s/ David A. Woodle
------------------------
David A. Woodle
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
--------- ----- ----
/s/ David A. Woodle President and Chief August 11, 2000
---------------------------- Executive Officer and
David A. Woodle Director (Principal
Executive Officer)
/s/ Richard E. Perry Chairman August 11, 2000
------------------------------
Richard E. Perry
/s/ Donald M. Cook, Jr. Director August 11, 2000
---------------------------
Donald M. Cook, Jr.
/s/ I.N. Rendall Harper, Jr. Director August 11, 2000
----------------------------
I.N. Rendall Harper, Jr.
/s/ John J. Omlor Director August 11, 2000
-----------------------------
John J. Omlor
5
<PAGE>
/s/ Frank Rusinko, Jr. Director August 11, 2000
-----------------------------
Frank Rusinko, Jr.
/s/ James J. Tietjen Director August 11, 2000
-----------------------------
James J. Tietjen
/s/ Michael J. Farrell Director August 11, 2000
------------------------------
Michael J. Farrell
/s/ William T. Hanelly Vice President - August 11, 2000
---------------------------- Finance, Treasurer
William T. Hanelly and Secretary (Principal
Financial Officer)
/s/ Joseph E. Zavacky Controller and August 11, 2000
---------------------------- Assistant Secretary
Joseph E. Zavacky (Principal Accounting
Officer)
The Plan. Pursuant to the requirements of the Securities Act of 1933,
C-COR.net Corp., as Plan Administrator for the Worldbridge Broadband Services
401(k) Plan, has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of State
College, Commonwealth of Pennsylvania, on August 11, 2000.
C-COR.net CORP.
By: /s/ David A. Woodle
---------------------
David A. Woodle
President and Chief
Executive Officer
6
<PAGE>
EXHIBIT INDEX
Number Exhibit
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4 Specimen copy of Common Stock certificate (incorporated by reference to
Exhibit 4 to the Registrant's Registration Statement on Form S-8, File
No. 2-95959)
5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP
23.1 Consent of KPMG LLP (Philadelphia, PA)
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit
5)
7
