-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HCb0M0xyGkJogMCz2nyZdcbUosAXDgv+/ecnJuPuP2gSdxqm3oo2AMbsS7ajtUrG xzwfCYhY+JfBy62GglHr7Q== 0000350621-01-500008.txt : 20010330 0000350621-01-500008.hdr.sgml : 20010330 ACCESSION NUMBER: 0000350621-01-500008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010329 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: C COR NET CORP CENTRAL INDEX KEY: 0000350621 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 240811591 STATE OF INCORPORATION: PA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-10726 FILM NUMBER: 1584444 BUSINESS ADDRESS: STREET 1: 60 DECIBEL RD CITY: STATE COLLEGE STATE: PA ZIP: 16801 BUSINESS PHONE: 8142382461 MAIL ADDRESS: STREET 1: 60 DECIBEL ROAD CITY: STATE COLLEGE STATE: PA ZIP: 16801 FORMER COMPANY: FORMER CONFORMED NAME: C COR ELECTRONICS INC DATE OF NAME CHANGE: 19920703 8-K 1 file001.txt ITEM 5 - OTHER EVENTS 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) March 29, 2001 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.) Item 5. Other Events. C-COR.net Corp. and MobileForce Technologies, Inc., today signed a definitive merger agreement under which C-COR.net will acquire MobileForce. C-COR.net will make a cash payment of $5 million and assume approximately $15 million of outstanding MobileForce debt in exchange for all outstanding shares of MobileForce. C-COR.net may make additional payments of up to $13.5 million if certain bookings and revenue objectives for the MobileForce business are achieved during the first year after the completion of the merger. The merger transaction is expected to close by the end of C-COR.net's fiscal year 2001 (June 29, 2001), subject to customary closing conditions set forth in the merger agreement. Item 7. Financial Statements and Exhibits (c) Exhibits. 99.1 Press Release, dated March 29, 2001, of C-COR.net Corp. 99.2 Press Release, dated March 29, 2001, of C-COR.net Corp. 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) March 29, 2001 By: /s/ David A. Woodle - -------------------------------------- Name: David A. Woodle Title: President and Chief Executive Officer EX-99 2 mobileforceacq.txt EX-99.1 MOBILEFORCE TECHNOLOGIES ACQUISITION C-COR.NET AND MOBILEFORCE TECHNOLOGIES, INC. AGREE TO MERGE Conference Call Scheduled to Describe Merger's Impact on Expanding C-COR.net's Broadband Management Offerings State College, PA (March 29, 2001) - C-COR.net (Nasdaq: CCBL), a global provider of broadband technology and services, and MobileForce Technologies, Inc., a privately-held corporation that develops and markets workforce management applications and wireless mobile computing solutions for the broadband industry and other large field service industries, have announced the signing of a merger agreement, under which C-COR.net will acquire MobileForce for a combination of cash and the assumption of MobileForce's outstanding debt. The merger transaction is expected to close by the end of C-COR.net's fiscal year 2001 (June 29, 2001), subject to customary closing conditions set forth in the merger agreement. -MORE- - -------------------------------------------------------------------------------- Some of the information presented in this announcement constitutes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent the Company's judgment regarding future events. Although the Company believes it has a reasonable basis for these forward-looking statements, the Company cannot guarantee their accuracy and actual results may differ materially from those the Company anticipated due to a number of uncertainties, many of which the Company is not aware. Factors which could cause actual results to differ from expectations include, among others, the successful completion of the merger and integration of MobileForce Technologies, Inc. into the Company, capital spending patterns of the communications industry, the demand for network integrity, the trend toward more fiber in the network, the Company's ability to develop new and enhanced products, the Company's ability to provide complete network solutions, continued industry consolidation, the development of competing technologies, the global demand for the Company's products and services, and the Company's ability to achieve its strategic objectives. 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. - -------------------------------------------------------------------------------- C-COR.NET AND MOBILEFORCE TECHNOLOGIES, INC. AGREE TO MERGE-ADD 1 C-COR.net has scheduled a conference call for 9:45 AM (ET) on Friday, March 30, 2001, to discuss the acquisition of MobileForce, including the terms of the consideration. Details regarding access to the conference call are provided under a separate C-COR.net news release, dated March 29, 2001. MobileForce Technologies is headquartered in Pleasanton, California, and has approximately 65 employees. MobileForce develops best-of-class software applications and hosted application service solutions that enable broadband service providers to automate many of the complex, labor-intensive and time-consuming management processes associated with end-to-end field service fulfillment. The Company's flagship product line, Nvision, combines the simplicity and sophistication of browser-based business applications with real-time connectivity to the mobile workforce through wireless data connections and mobile computing devices. The capabilities of the Nvision suite of products include automated assignment and scheduling of work orders and field service technicians, dynamic computer-aided dispatch, paperless and wireless work order distribution, automated monitoring of route quality, daily work orders and technician status, real-time wireless access to enterprise information systems from the field, business intelligence reporting, a mapping GPS/GIS application to graphically depict what is occurring in designated service areas, and an automated vehicle location system that allows satellite-based tracking of technicians equipped with an in-vehicle Global Positioning System (GPS) mobile unit. Nvision is offered as either a customer- owned and maintained field service management system or as a hosted application -MORE- C-COR.NET AND MOBILEFORCE TECHNOLOGIES, INC. AGREE TO MERGE-ADD 2 service, NvisionASP. MobileForce has contracts or product evaluation agreements with four of the largest MSOs (Multiple System Operators) in the United States and Canada. In a statement issued regarding the merger with MobileForce, David A. Woodle, Chairman and CEO of C-COR.net, commented, "This merger represents another step in the implementation of our long-term strategic plan to be a major provider of advanced services, as well as technology, to the global broadband communications market. The integration of the employee talent and product lines of MobileForce will position C-COR.net to tap into the field service market where demand is growing as new broadband services are introduced. The current broadband service provider environment is characterized by a field workforce (now numbering over 200,000 worldwide and growing) which is mobile and without automation tools, a tight supply of trained technicians, a rapidly rising work order cost, and a mobile worker who is becoming the primary customer contact in managing millions of "touch points" annually. As a result of the merger, C-COR.net will stand ready to offer the market a workforce management solution that effectively meets the field service needs of broadband providers and supports our customers in providing better service while reducing infrastructure and fulfillment costs." Also commenting on the merger, Robert Gill, Chairman, President and CEO of MobileForce Technologies, stated, "This merger is truly a win-win situation for both companies and our customers. Our field service management products complement C-COR.net's current suite of broadband services by providing an automated solution for the work order-to-fulfillment-to-warranty link. In turn, C-COR.net's global reach into the broadband communications market will increase the visibility of our products that enable -MORE- C-COR.NET AND MOBILEFORCE TECHNOLOGIES, INC. AGREE TO MERGE-ADD 3 service providers to deliver services more efficiently, reduce costs and improve the service delivered to their customers." About C-COR.net C-COR.net provides technology 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 Equipment 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 (Hybrid Fiber Coax) networks. C-COR.net's newest fiber optic products support advanced technologies and facilitate evolving fiber-rich architectures to deliver analog video, digital video, high-speed data and telephony applications over cable. C-COR.net's Broadband Management Services (BMS) Group and Worldbridge Technical Services Group, together, offer comprehensive customer service for the full HFC broadband network life cycle. The BMS Group enables and manages new service applications over cable, offering high-speed data certification, system integration services, data security solutions, and network management services. C-COR.net's Worldbridge Technical Services Group provides nationwide customer support in the areas of network engineering and design, system activation, network optimization, and system maintenance. C-COR.net's common stock is listed on the Nasdaq National Market under the symbol CCBL. The Company is also listed in the Russell 2000 Stock Index. C-COR.net's Web site is www.c-cor.net. EX-99 3 mfconfcall.txt EXHIBIT 99.2 C-COR.NET ANNOUNCES CONFERENCE CALL ON MERGER AGREEMENT WITH MOBILEFORCE TECHNOLOGIES State College, PA (March 29, 2001) - C-COR.net (Nasdaq: CCBL) will hold a conference call at 9:45 AM (ET) on Friday, March 30, 2001, regarding the Company's announcement of its merger agreement with MobileForce Technologies, Inc. To participate in the call, dial 800-834-5691. International callers should use 212-676-5258. The live audio of the conference call will also be available via the Internet at C-COR.net's Web site (http://www.c-cor.net). To listen to the live audio, click the appropriate link under the StreetFusion Webcast icon on C-COR.net's Home Page. If you are unable to participate on the call, a telephone replay will run between 11:45 AM (ET) on Friday, March 30, 2001, through 11:45 AM (ET) on Saturday, March 31, 2001. To access this replay, dial 800-633-8284. Alternatively, international callers should use 858-812-6440 for the replay. The reservation number for the telephone replay is 18406486. The Webcast replay of the call will also be available via the Internet at C-COR.net's Web site (http://www.c-cor.net) for 90 days following the conference call. To access the Webcast replay, click the appropriate link under the StreetFusion Webcast icon on C-COR.net's Home Page. Any questions regarding the conference call should be directed to Mindi Young at 814-235-3437. -----END PRIVACY-ENHANCED MESSAGE-----