-----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, NVPbMBUgiZLMx6VweW7/72Hh04KCmYSe946iDh2GWvwOK+GFuEQ8wnL1+eoyQgxd XbrYE8j8GmOtIRTjHRaMyw== /in/edgar/work/20000811/0001036050-00-001499/0001036050-00-001499.txt : 20000921 0001036050-00-001499.hdr.sgml : 20000921 ACCESSION NUMBER: 0001036050-00-001499 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000811 EFFECTIVENESS DATE: 20000811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: C COR NET CORP CENTRAL INDEX KEY: 0000350621 STANDARD INDUSTRIAL CLASSIFICATION: [3663 ] IRS NUMBER: 240811591 STATE OF INCORPORATION: PA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-43592 FILM NUMBER: 694548 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 S-8 1 0001.txt FORM S-8 FOR C-COR.NET CORP. 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 ------------------------------------------------- ------------- (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
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 - --------------------------------------------------------------------------------------------------- Common Stock, par value $.05 200,000 $ 25.59(2) $5,118,000(2) $1,351.15 per share shares
________________________________________________________________________________ (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. 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. 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 - ------ ------- 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 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 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 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 /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 EXHIBIT INDEX Number Exhibit - ------ ------- 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 EX-5 2 0002.txt OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP Exhibit 5 August 11, 2000 C-COR.net Corp. 60 Decibel Road State College, PA 16801 Re: Registration Statement on Form S-8 ---------------------------------- Ladies and Gentlemen: We have acted as special counsel to C-COR.net Corp. (the "Company") in connection with the registration under the Securities Act of 1933, as amended, of interests (the "Interests") in the Worldbridge Broadband Services 401(k) Plan (the "Plan") and 200,000 shares of common stock of the Company, par value $.05 per share (the "Shares"), that may be purchased by participants in the Plan from time to time. In rendering our opinion, we have reviewed the Plan and such certificates, documents, corporate records and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. In giving this opinion, we are assuming the authenticity of all instruments presented to us as originals, the conformity with the originals of all instruments presented to us as copies and the genuineness of all signatures. Based on the foregoing, we are of the opinion that (i) the Interests created pursuant to the Plan will be legal and binding obligations of the Company and (ii) the Shares, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and nonassessable. We consent to the filing of this opinion as Exhibit 5 to the Registration Statement on Form S-8 being filed with respect to the offering of the Shares. This opinion is limited to the matters expressly stated herein. No implied opinion may be inferred to extend this opinion beyond the matters expressly stated herein. We do not undertake to advise you or anyone else of any changes in the opinions expressed herein resulting from changes in law, changes in facts or any other matters that hereafter might occur or be brought to our attention. Very truly yours, /s/ Ballard Spahr Andrews & Ingersoll, LLP EX-23.1 3 0003.txt CONSENT OF KPMG LLP (PHILADELPHIA, PA) Exhibit 23.1 Consent of Independent Accountants The Board of Directors C-COR.net Corp.: We consent to the incorporation by reference herein of our report dated March 10, 2000, with respect to the restated consolidated balance sheets of C-COR.net Corp. as of June 25, 1999 and June 26, 1998, and the related restated consolidated statements of operations, cash flows and shareholders' equity for each of the years in the three-year period ended June 25, 1999, and the related restated financial statement schedule, which report appears in the June 25, 1999 annual report on Form 10-K/A (Amendment No. 2) of C-COR.net Corp. We also consent to the incorporation by reference herein of our report dated March 10, 2000, with respect to the supplemental consolidated balance sheets of C-COR.net Corp. as of June 25, 1999 and June 26, 1998, and the related supplemental consolidated statements of operations, cash flows and shareholders' equity for each of the years in the three-year period ended June 25, 1999, which report appears in the Form 8-K/A of C-COR.net Corp. dated February 18, 2000. The supplemental consolidated financial statements give retroactive effect to the merger of C-COR.net Corp. and Worldbridge Broadband Services, Inc. which occurred on February 18, 2000, which has been accounted for using the pooling- of-interests method of accounting. We also consent to the incorporation by reference herein of our report dated May 28, 1999, with respect to the consolidated balance sheets of Convergence.com Corporation as of December 31, 1998 and 1997, and the related consolidated statements of operations, stockholders' equity (deficit) and cash flows for the years then ended, which report appears in the Form 8-K/A of C-COR.net Corp. dated July 9, 1999. We also consent to the incorporation by reference herein of our report dated July 30, 1999, except as to Note 2, which is as of August 4, 1999, with respect to the balance sheets of Silicon Valley Communications, Inc. (formerly Qualop Systems Corporation) as of June 25, 1999 and June 30, 1998, and the related statements of operations, shareholders' (deficit) equity and cash flows for the years then ended, which report appears in the Form 8-K (as amended by Form 8- K/A) of C-COR.net Corp. dated September 17, 1999. We also consent to the incorporation by reference herein of our report dated February 18, 2000, with respect to the balance sheets of Worldbridge Broadband Services, Inc. as of December 31, 1999 and 1998, and the related statements of operations, stockholders' equity and cash flows for the years then ended, which report appears in the Form 8-K/A of C-COR.net Corp. dated February 18, 2000. /s/ KPMG LLP Philadelphia, Pennsylvania August 11, 2000 -----END PRIVACY-ENHANCED MESSAGE-----