8-K

                                  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) May 17, 1999

         Commission File Number:  0-10726

                        C-COR Electronics, Inc.
             (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
         (Address of principal executive offices)         (Zip Code)

Registrant's telephone number, including area code:            (814) 238-2461

Not applicable
(Former name or former address, if changed since last report.)


Item 5.  Other Events.

On May 17, 1999,  the Registrant  issued a press  release,  which is attached to
this  Current  Report as Exhibit  99.1,  announcing  that it has entered into an
Agreement  and Plan of Merger  providing  for the  merger  of C-COR  Acquisition
Corp., a Georgia  corporation  and a wholly owned  subsidiary of the Registrant,
with   and   into   Convergence.com    Corporation,    a   Georgia   corporation
("Convergence"),  with  Convergence  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 May 17, 1999, of C-COR Electronics, Inc. and
               Convergence.com Corporation




                                   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 ELECTRONICS, INC.
(Registrant)

May 24, 1999


By: /s/ David A. Woodle,
Name: David A. Woodle
Title: President and Chief Executive Officer

EX-99.1

C-COR and  Convergence.com  Agree to Merge;  C-COR to Adopt New Corporate  Name;
Complementary Strengths Create Unique Broadband Internet Capabilities

C-COR Electronics,  Inc. (Nasdaq: CCBL - news) and Convergence.com  Corporation,
an Atlanta-based  provider of  Internet-enabling  technical services,  announced
today that they have  entered into a definitive  merger  agreement,  under which
Convergence.com will become a wholly-owned  subsidiary of C-COR and will operate
as a segment of a separate business unit called Broadband  Management  Services.
Under the merger agreement,  C-COR will issue approximately  1,450,000 shares of
its common stock to Convergence.com shareholders and convert certain warrants to
acquire  Convergence.com  stock into warrants to acquire  approximately  370,000
shares of C-COR common stock. These amounts exclude approximately 150,000 shares
acquired  by  C-COR  in  December  1998,  when  C-COR  invested  $5  million  in
Convergence.com.  Upon completion of the merger,  C-COR's corporate name will be
changed to C-COR.net  Corp. to reflect the company's new and unique  approach to
providing  customers with a full line of capabilities for broadband network life
cycle management.

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 June 1999,  subject to  satisfaction  of
certain  conditions  stated in the merger  agreement.  David A.  Woodle  will be
President and Chief  Executive  Officer of C-COR.net and David R. Ames and Terry
L. Wright,  co-founders of  Convergence.com,  will become officers of the merged
company.  David Ames will be Sr.  Vice  President  of the  Broadband  Management
Services  business  unit which will focus on offering an  integrated  package of
technical  services,  including  access to  broadband  Internet/high-speed  data
capabilities  and a full set of network  management  products and services.  The
24/7 Network  Operations  Center (NOC), a core capability of the services group,
will remain operational at the Convergence.com  facility near Atlanta,  Georgia.
Terry L. Wright will  become  Chief  Technology  Officer of  C-COR.net  and will
maintain his principal office at the Georgia site.

Commenting on the proposed merger,  David A. Woodle stated, "We are very pleased
to be moving forward with this strategic step. The combination of C-COR's strong
legacy   in   the   broadband   hybrid   fiber/coax   (HFC)   marketplace   with
Convergence.com's  experience in offering Internet  enabling  solutions yields a
unique set of network capabilities.  We believe that our combined strengths will
give  customers  access to the  products and  services  needed to achieve  rapid
deployment  of  high-speed  data and  telephony  capabilities.  Put simply,  our
business focus is to provide customers with superior network integrity."

David R. Ames added, "We are enthusiastic about consolidating our services so we
can most effectively  leverage our expanded  offerings.  Our goal is to maximize
our complementary strengths to create unique broadband Internet capabilities."

Terry  L.  Wright  commented,  "The  combined  technical  expertise  of the  two
companies  creates a synergy that will benefit customers as they address rapidly
changing  technology  issues now and into the future. We understand the networks
of tomorrow, today."

C-COR, founded over 45 years ago, designs and manufactures robust, high- quality
network  distribution  products for two-way hybrid  fiber/coax  (HFC)  networks.
C-COR's  headquarters  is  in  State  College,  Pennsylvania,   with  production
facilities in State College and Tipton, Pennsylvania; and Tijuana, Mexico. C-COR
maintains offices in Toronto,  Canada;  Almere, The Netherlands;  and Hong Kong.
C-COR's  common stock is listed in the Nasdaq  National  Market under the symbol
CCBL.  C-COR's  website  is  http://www.c-cor.com.  C-COR  was  named to  Forbes
Magazine's 200 Best Small Companies in America List (1998).

Some of the  information  presented  in this  announcement,  including,  but not
limited  to the  company's  expectations  in  connection  with the  merger  with
Convergence.com  Corporation,  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  Convergence.com
Corporation and integrate  Convergence's business, 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;  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;  the Company's
ability  to  assess  the  risks of the year  2000  issue,  with  respect  to its
operations,  and resolve them in a timely  manner;  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.

  Terms of Merger of C-COR Electronics, Inc. and Convergence.com Corporation

    --  C-COR will  exchange  one share of C-COR common stock for every share of
        Convergence.com, including warrants -- approximately 1.8M shares will be
        exchanged.

    --  Merger will be tax free and will be accounted for as a pooling of
        interests.

    --  C-COR Electronics, Inc. will be renamed C-COR.net Corp. and will focus
        on providing customers with a full line of capabilities for broadband
        network life cycle management.

    --  Convergence.com  Corporation  will become a  wholly-owned  subsidiary of
        C-COR.net  Corp.  and will  operate as a segment of a separate  business
        unit called Broadband  Management  Services.  It will offer customers an
        integrated package of technical services,  including access to broadband
        Internet/high-speed   data  capabilities  and  a  full  set  of  network
        management products and services.

    --  David A. Woodle will be the  President  and Chief  Executive  Officer of
        C-COR.net Corp., the title he held at C-COR Electronics, Inc.

    --  David Ames and Terry Wright, co-founders of Convergence.com  Corporation
        will  become  officers  of  C-COR.net  Corp.  and will enter into 3 year
        employment contracts.

    --  Convergence.com  Corporation will remain in its current location outside
        Atlanta, GA.

    --  The merger is expected to close in 4 to 6 weeks.


                             Background Information

                              C-COR Electronics, Inc. (Nasdaq: CCBL - news)

    Headquarters:             State College, Pennsylvania - USA

    President and
    Chief Executive Officer:  David A. Woodle

    Corporate Description:    Products and services for network operators as
                              they plan, design, build and maintain complex,
                              broadband communications networks. Included are
                              robust, high-quality RF and AM fiber optic
                              distribution electronics and a full complement
                              of technical services, network management
                              systems, and technical services.  Through an
                              alliance with Convergence.com, a provider of
                              Internet enabling technical services, C-COR is
                              the exclusive reseller of Convergence.com's
                              products and services in North America.
                              Convergence.com's products and services enable
                              delivery of cost-effective, high-speed,
                              broadband Internet and data services to
                              businesses, residential customers, schools and
                              other institutions.

    Locations:                Headquarters in State College, Pennsylvania and
                              production facilities in State College and
                              Tipton, Pennsylvania; and Tijuana, Mexico.
                              Offices in Toronto, Canada; Almere,
                              The Netherlands; and Hong Kong.

    Revenues:                 $152 million*
    Earnings:                 $0.78 per share from continuing operations*
    Assets:                   $75,518, 000*
    Capital Expenditures:     $8,782,000*
    Market Capitalization:    $215 million (as of May 14, 1999)
    Shareholders of Record:   599*
    Total Employees:          1646 (April 1999)

    *Effective Fiscal Year Ending June 26, 1998


                             Background Information

                             Convergence.com Profile

    Headquarters:             Atlanta, Georgia, USA
    President and Chief
    Executive Officer:        David R. Ames

    Services Offered:         Convergence.com utilizes the following services
                              to assess the Internet needs of each client in
                              order to be able to accurately offer the
                              customized broadband access solution required:
                              --   Business Consulting - Modeling and Analysis
                              --   Marketing Analysis and Support Services
                              --   Network Operations Center (NOC) Services
                              --   End User Help Desk
                              --   Complete Server Solutions - Hardware,
                                   Software  and  Maintenance  -- Remote  Server
                              Management and  Provisioning -- RF Technician Help
                              Desk Internet -- Network  Service  Provisioning --
                              RF Network Analysis and  Certification -- Hardware
                              and  Software  Integration  Services  -- Data Over
                              Cable  Hardware and Software -- Market  Activation
                              Services -- Client Kits including Media Production
                              -- Telesales Support

    Locations:                Atlanta, Georgia
    Revenues:                 $2.7 million (As of April 1999)*
    Profits (loss):           ($0.8 million) (As of April 1999)*
    Assets:                   $7.3 million (As of April 1999)*
    Total employees:          74
    Customers:                Cable operators through which it monitors
                              over 5,500 cable modem subscribers.

    *Financials are for the first four months of CY1999 and are unaudited.

                                 David A. Woodle
                      President and Chief Executive Officer
                             C-COR Electronics, Inc.


David A. Woodle was  appointed  President and Chief  Executive  Officer of C-COR
Electronics,  Inc.  in August  1998 and has been a member of the C-COR  Board of
Directors since October 1998. Under Mr. Woodle's leadership,  C-COR has launched
a major corporate  repositioning strategy to tap into the rapidly growing demand
by the broadband  communications  industry for expertise in launching,  managing
and delivering high-speed broadband Internet and data services.

Prior to  joining  C-COR,  Mr.  Woodle  led  merger  transition  efforts as Vice
President  and  General   Manager  of  Raytheon   E-Systems/HRB   Systems,   and
successfully  positioned  the company in the  wireless  data  telecommunications
marketplace.  Subsequently, as General Manager of Strategic Systems for Raytheon
Systems  Company,  he was  responsible  for managing a one-half  billion  dollar
business focused on real-time  information systems  integration.  Mr. Woodle has
had  over 20  years  business  and  management  experience  in  engineering  and
manufacturing,  with recognized expertise in strategic planning, global business
development and partnerships,  business  acquisitions and mergers, and technical
innovation.

Mr.  Woodle  serves as a Director  on several  Boards  including  the Chamber of
Business and Industry of Centre  County,  the Centre  County United Way, and the
Shaner  Sports  Complex.  He is also the  Chairman  of the CEO Group for  Centre
County and an Elder at St. John's  United  Church of Christ.  Mr. Woodle holds a
Bachelor  of Science  degree in Computer  Science  from the  Pennsylvania  State
University.

                                  David R. Ames
                      President and Chief Executive Officer
                           Convergence.com Corporation


David  R.  Ames  is  Chairman,   President  and  Chief  Executive   Officer  for
Convergence.com, which he co-founded in May 1994.

Convergence.com  Corporation,  a privately held company, is the first company to
help cable systems of all sizes launch and manage high-speed  broadband Internet
access  and  other  data  services.  Drawing  on many  years of  cable  industry
experience,  Convergence.com  provides  customized  Internet and data solutions,
cutting  edge  broadband  network  monitoring,  cable  modem help desk and other
broadband Internet service offerings.  The company has successfully  launched or
assisted in the launch of  data/Internet  services in more than 40 cable systems
in the United  States and abroad,  as well as  technically  supervising  over 60
cable modem demonstration events for the National Cable Television Association.

In a world largely populated by engineers,  scientists and technologists,  David
R. Ames brings a valuable combination of corporate and entrepreneurial  business
and content  knowledge  to his  position.  His 25 years of diverse  professional
experience incorporates the Internet/data services,  entertainment,  multimedia,
telecommunications   and   computer   industries,   with  roles   ranging   from
entertainment and advertising  executive,  television and feature film producer,
and, business consultant to creator of the first major motion-content CD-ROM for
the stock footage industry.

Immediately  prior to forming  Convergence.com  with Terry Wright in 1994,  Ames
worked as a consultant to develop interactive, multimedia-based applications and
information  services for a wide variety of clients. On the technical side, Ames
developed an interactive  multimedia kiosk for Digital Equipment Corporation and
a Windows-based  Reuters news photo CD-ROM with Royal Recovery Systems,  Inc. In
addition to his consulting  work, Mr. Ames is an advising  director to the world
renowned  Silent Movie Killiam Archive and Film  Collection,  which contains the
original  negatives  and  assignments  of the  D.W.  Griffith  and The  Biograph
Company.

From 1989 to late 1991, Ames was Director of Acquisitions  and Sales of the Film
Division  for The Image Bank, a  wholly-owned  subsidiary  of the Eastman  Kodak
Company and the largest global sales and marketing  organization for stock film,
stills and  illustrations.  Mr. Ames was responsible for introducing the company
to a computerized interactive archival motion image retrieval system.

Ames began his career at Benton & Bowles  Advertising,  working on the Procter &
Gamble,  General Foods and Hasbro Toy  accounts.  His next position at N.W. Ayer
Advertising launched his career in television. At Ayer, Ames supervised the AT&T
corporate broadcast  advertising  account,  which included strategy,  commercial
production  and  programming  the Bell Family  Theater -- a series that included
award-winning  productions  such as "The Red Pony," "The Count of Monte Cristo,"
and "The Man in the Iron Mask."

Subsequently,  Ames joined Hartwest  Productions,  Inc.,  where over a period of
five years he rose to the position of president and chairman of the board. Under
his direction,  Hartwest  produced such  outstanding  productions as "Our Town,"
starring Hal Holbrook,  and the mini-series  "Evita," starring Faye Dunaway.  In
1986,  Ames arranged  capital for Hartwest  through a public  offering and later
arranged for Hartwest to merge with Films Around the World.

Ames  maintains  close  ties to the  traditional  entertainment  business  while
actively  participating in the emerging  Internet/data-over-cable  industry.  As
such, he was a producer of the April 1994 television film "The Yearling" through
his  association  as a founder and member of the board of  directors of Showcase
Productions International, Inc. in New York City.

An Ohio native,  Ames holds a Bachelor of Science  degree from Ithaca College in
upstate New York and he completed the Benton & Bowles  Marketing/Advertising MBA
program in association with Columbia University and the Wharton Business School.

He is  currently an advisory  board  member for several key  industry  nonprofit
organizations,  including Women in Cable and The Broadband Forum. As in 1998, he
is currently a member of the 1999 NCTA National  Convention  Committee.  He also
serves on the Board of Directors and is Chairman of the membership committee for
the Georgia State Broadband  Telecommunications  Research Center.  Ames has also
been a member of the Television Academy of Arts and Sciences and FOCAL.

He frequently  shares his unique  combination of expertise by serving as a guest
lecturer  on the  Internet  and  convergence  phenomenon,  as well  as film  and
television  history,  at various colleges and universities,  professional groups
and companies.

                                 Terry L. Wright
                            Chief Technology Officer
                           Convergence.com Corporation


Terry L. Wright is Chief Technology Officer for  Convergence.com and co- founded
this company in May 1994.

Convergence.com  Corporation,  a privately held company,  draws on many years of
cable  industry  experience to help cable systems of all sizes launch and manage
high-speed  broadband Internet access and other data services.  Convergence.com,
which  provides  flexible  solutions as well as customized  solution and service
offerings,  has successfully launched or assisted in the launch of data/Internet
services in more than 30 cable systems in the United States and abroad.

A nationally  renowned  technologist,  Wright is now helping to define and shape
the underlying  technical  infrastructure  supporting  the evolving  convergence
phenomenon.  Building on profound expertise in the areas of advanced digital and
broadband  network  design  and  implementation;  operating  systems  design and
development;   warfare  systems  simulations;   transaction  processing  systems
development  and  technology   research,   Wright  maintains   Convergence.com's
leading-edge market and technical intelligence.

Immediately  prior to forming  Convergence.com  with David Ames in 1994,  Wright
worked for eight years as a senior  networking  consultant at Digital  Equipment
Corporation  (DEC).  At  DEC,  Wright  played  a  major  role  in  a  number  of
high-profile initiatives,  including pioneering market development and technical
work on the original ChannelWorks cable modem (OEM from LanCity), development of
the National  Research  Education  Network  proposal;  Eastman  Kodak  Corporate
Network  outsourcing,  and the America 2000 program proposal to enhance American
educational  infrastructure.  During  his  tenure  at DEC,  Wright  was also the
systems and network  architect for the Center for  Integrated  Manufacturing  at
Rochester  Institute of Technology and chair of the Wide-Area-  Network  Special
Interest Group for Global Network Partners.

Prior to 1987,  Wright worked for the Eastman Kodak Company on a wide variety of
precedent-setting  projects.  For example, he worked on the Distributed PhotoLab
Networking  Systems design and  implementation;  Fluid Analysis  (Ecktakem 7000)
Mechanism  Control  Architecture;  Multi-tasking  Operating  System  design  and
implementation  for  single-board   computer  system;   Kodak  Park's  automated
photographic inspection system; and design of an automated satellite-based photo
distribution system for the National Security Council.

Wright was previously  employed at General  Electric as a systems  architect for
the Trident II Physical  Environment  Systems  Simulation for Training  Software
System.  In the  mid-1970s,  Wright  worked  for  Sycor  Incorporated  as senior
firmware  engineer.  At Sycor,  Wright  designed and built Token Ring controller
software  design  and  implementation,  as well as  printer  product  design and
implementation.

Early  in   Wright's   career,   he  worked  at  NCR   Corporation,   where  his
accomplishments  included  developing the majority of the software for the first
electronic cash register system.

Among  Wright's  many  published  works  are the 1996 and  1997  National  Cable
Television  Association  (NCTA)  Technical  Papers Journal;  Proceedings  Manual
(collected technical papers) of the 1997 Society of Cable and Telecommunications
Engineers's  (SCTE)  Conference  on  Emerging  Technologies;   and  ACM  SIGCOMM
International Workshops on Community Networking:  Integrated Multimedia Services
to the Home. Additionally,  Wright has been published in IEEE Computer Magazine,
Tele.Com  Magazine,  New Telecom Quarterly and Kinetic  Strategies's Cable Modem
Report.  Since 1997, Wright also writes a bi-monthly  bylined column called "The
Data Game" for  Communications  Technology  (CT)  magazine,  the official  trade
journal of the SCTE.

Wright  recently  received  a  patent  in   high-efficiency   broadband  network
architecture  (Spectrum  Parallel Routing system,  or SPRouter(TM))  for optimal
performance data services.  Recent formal  presentations  made by Wright include
the 1996 NCTA National Show; the 1997 SCTE Conference on Emerging  Technologies;
the 1997 National  Conference of Regulatory  Utility Commission  Engineers;  the
1997 International  Television  Symposium and Technical  Exhibition;  and a 1999
lecture  at  the  Georgia  Center  for  Advanced  Telecommunications  Technology
(GCATT).

Wright's  many  professional   affiliations  include  membership  in  the  NCTA;
International  Institute of Electrical and  Electronics  Engineers  (IEEE 802.14
Standards Committee -- Voice, Video, and Data over Cable HFC); Society for Cable
and  Telecommunications  Engineers  (SCTE);  IETF  IPCDN -  Internet  over Cable
Working   Group;   Board  of   Advisors   for   Georgia   Center  for   Advanced
Telecommunications  Technology (GCTAA);  Cyberspace  Society;  Internet Society;
and, he has been asked to serve as president of the Cybernarian Club. He is also
a former  member of ANSI X3T9.5  FDDI  Standards  Working  Group and ANSI X3T9.3
Intelligent Peripheral Interfaces.

A native of Ohio,  Wright's  educational  background  includes the University of
Dayton, Wright State University, and workshops at Harvard University.