-----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, RXVh/qrXkr23a56ncxpUPp4zGDHqcW1b6Z6jvWONode3InQzTNUGi4cG7HlCgDqm oGMGZ1WrQ+1vBxmY8vOKog== 0000350621-99-000013.txt : 19990716 0000350621-99-000013.hdr.sgml : 19990716 ACCESSION NUMBER: 0000350621-99-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990712 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990715 FILER: COMPANY DATA: COMPANY CONFORMED NAME: C COR ELECTRONICS INC 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: 99664862 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 8-K 1 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) July 12, 1999 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 C-COR Electronics, Inc. (Former name or former address, if changed since last report.) Item 5. Other Events. On July 12, 1999 and July 14, 1999, the registrant issued press releases, which are attached to this Current Report as Exhibit 99.1 and Exhibit 99.2, respectively. Item 7. Financial Statements and Exhibits (c) Exhibits. 99.1 Press Release, dated July 12, 1999, of C-COR.net Corp. 99.2 Press Release, dated July 14, 1999, 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) July 15, 1999 By: /s/ David A. Woodle, Name: David A. Woodle Title: President and Chief Executive Officer EX-99.1 2 PRESS RELEASE, DATED JULY 12, 1999 July 12, 1999 Sally O. Thiel, Manager of Corporate Communications, C-COR (814) 231-4402 email: sot@c-cor.com C-COR ANNOUNCES COMPLETION OF MERGER WITH CONVERGENCE.COM CORPORATION AND CHANGE OF NAME TO C-COR.NET CORP. Complementary Strengths Create Unique Broadband Network Capabilities State College, PA (July 12 1999) - - C-COR Electronics, Inc., (Nasdaq: CCBL) announced today that on July 9, 1999, it completed its merger with Convergence.com Corporation, an Atlanta-based provider of Internet-enabling technical services, under the terms and conditions previously announced on May 17, 1999. As a result, Convergence.com has 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 terms of the merger, C-COR issued approximately 1,450,000 shares of its common stock to Convergence.com shareholders and converted certain warrants to acquire Convergence.com common 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. David R. Ames and Terry L. Wright, co-founders of Convergence.com, will become officers of the merged company. In connection with the merger, C-COR has changed its corporate name 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. Commenting on the merger, David A. Woodle, President and CEO of C-COR.net, stated, "Our business focus is to provide customers with superior network integrity. By applying our combined strengths, we can provide customers with the HFC products, network management systems, technical services and Internet-enabling capabilities needed to deploy high-speed data and telephony." C-COR.net, headquartered in State College, Pennsylvania, provides products and support to customers as they plan, design, build and maintain complex communications networks. The company is an innovator, developer and supplier of robust, high-quality distribution electronics, network management systems and technical services for two-way hybrid fiber/coax (HFC) networks around the world. Recently, C-COR.net announced that it had signed a Letter of Intent to acquire Silicon Valley Communications, Inc., a leading technology company and key supplier of comprehensive fiber optic transmission systems used in advanced HFC networks. - -------------------------------------------------------------------------------- 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 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 mergers with Convergence.com Corporation and Silicon Valley Communications, Inc. and 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; 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. - -------------------------------------------------------------------------------- ##### EX-99.2 3 PRESS RELEASE, DATED JULY 14, 1999 July 14, 1999 Sally O. Thiel, Manager of Corporate Communications, C-COR.net (814) 231-4402 email: sot@c-cor.com C-COR.NET AND SILICON VALLEY COMMUNICATIONS (SVCI) AGREE TO MERGE Follows May 1999 Signing of Letter of Intent to Acquire SVCI State College, PA (July 14, 1999) - C-COR.net Corp. (formerly C-COR Electronics, Inc.) (Nasdaq: CCBL) and Silicon Valley Communications, Inc., a Santa Clara, California-based provider of high-performance fiber optic equipment for broadband networks, announced today that they have entered into a definitive merger agreement, under which Silicon Valley Communications will become a wholly-owned subsidiary of C-COR. Under the merger agreement, C-COR will issue approximately 1,605,000 shares of its common stock to the Silicon Valley Communications shareholders and convert options and warrants to acquire Silicon Valley Communications stock into options and warrants to acquire approximately 420,000 shares of C-COR common stock, each subject to certain potential adjustments set forth in the merger agreement. 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 late Summer or Fall of 1999, subject to satisfaction of certain conditions stated in the merger agreement. Silicon Valley Communications, Inc., founded in 1994, has its headquarters, research laboratory and manufacturing facilities based near San Francisco, California. The SVCI product line includes 1310 nm forward and return path transmitters and receivers, 1550 nm externally-modulated transmitters, erbium-doped fiber amplifiers (EDFAs) in 3 RU and 1 RU sizes and an SNMP (standard network management protocol) -compliant network management system. The design philosophy behind the products has been to address the changing domestic and international market needs by providing flexibility, modularity and efficiency for today's broadband video and interactive Internet network applications. Commenting on the proposed merger, David Woodle, President and CEO of C-COR.net, stated, "We are very pleased to be moving forward with this strategic step that rounds out our fiber optic product offering. We are encouraged by the response from customers and the global marketplace regarding the addition of SVCI's high-performance, high quality fiber optics to our product line. With SVCI's fiber optics capability, we will be able to significantly expand our ability to meet the HFC network life cycle requirements of today and into the future. We continue to stay focused on providing our customers with superior network integrity through offering both HFC products and broadband management services." Mary Fong, Chairperson of SVCI, added, "We have received very positive feedback from the marketplace regarding our intent to join forces with C-COR. By combining Silicon Valley's headend fiber products with C-COR's strong legacy in the industry for RF amplifiers and Navicor nodes, network management systems and broadband management services, we can better serve our customers as they plan for network expansion." C-COR, headquartered in State College, Pennsylvania, provides products and support to customers as they plan, design, build and maintain complex communications networks. The Company is an innovator, developer and global supplier of robust, high quality distribution electronics, network management systems and technical services for two-way hybrid fiber/coax (HFC) networks. On July 9, 1999, C-COR completed a merger with Convergence.com, an Atlanta-based provider of Internet-enabling technical services. As a result of the merger, Convergence.com became a wholly-owned subsidiary of C-COR, operating as a separate business unit called Broadband Management Services. In connection with the merger, C-COR changed its name from C-COR Electronics, Inc. to C-COR.net Corp. - -------------------------------------------------------------------------------- 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 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 mergers with Convergence.com Corporation and Silicon Valley Communications, Inc. and 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; 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. - -------------------------------------------------------------------------------- # # # # # -----END PRIVACY-ENHANCED MESSAGE-----