-----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, WrRxxHqfUidyG+y+xf0Tg6Njf39q+XTLZxRfMgT2vNLljJa2uYLgV16FMLVYzub4 CdWI05RTV118KC596OikXw== 0001036050-98-001708.txt : 19981019 0001036050-98-001708.hdr.sgml : 19981019 ACCESSION NUMBER: 0001036050-98-001708 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19981016 EFFECTIVENESS DATE: 19981016 SROS: NASD 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: S-8 SEC ACT: SEC FILE NUMBER: 333-65805 FILM NUMBER: 98726846 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 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on October 16, 1998 Registration No. 333- _________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _________________________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _________________________________ C-COR ELECTRONICS, INC. ------------------------------------------------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Pennsylvania 24-0811591 ------------------------- ------------------- (STATE OR OTHER JURISDIC- (I.R.S. EMPLOYER TION OF INCORPORATION OR IDENTIFICATION NO.) ORGANIZATION) 60 Decibel Road State College, Pennsylvania 16801 ---------------------------------------- ---------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) C-COR Electronics, Inc. Incentive Plan -------------------------- (FULL TITLE OF THE PLAN) Chris A. Miller Vice President-Finance, Secretary and Treasurer C-COR Electronics, Inc. 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: Rhonda R. Cohen, 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 Registra- Registered Registered(1) Share Price tion Fee - ------------------------------------------------------------------------------ Common Stock, par value $.10 1,488,853 $10.3125(2) $15,353,796.57(2) $4,529.37 per share shares
_____________________________________________________________________ (1) Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement shall be deemed to cover an indeterminate number of additional shares of Common Stock issuable in the event the number of outstanding shares of the Registrant is increased by stock split, reclassification, stock dividend and similar transactions. (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 Electronics, Inc. Common Stock on October 9, 1998, 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 C-COR Electronics, Inc. Incentive 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 Electronics, Inc. (the "Company") (File No. 0-10726) are incorporated herein by reference: (1) the Company's Annual Report on Form 10-K for the year ended June 26, 1998; (2) the Company's Current Report on Form 8-K filed on July 2, 1998; and (3) 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 filed with the Commission on July 3, 1990). 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. --------- 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 Peat Marwick, LLP 23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5) 24 Power of Attorney (included on signature page) 99 C-COR Electronics, Inc. Incentive Plan (incorporated by reference to Exhibit 10(tt) to the Registrant's 10-K for the fiscal year ended June 26, 1998, File No. O-10726) 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 2 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. 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 October 16, 1998. C-COR ELECTRONICS, INC. By: /s/ David A. Woodle ------------------------- David A. Woodle President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, RICHARD E. PERRY and CHRIS A. MILLER and each of them, as true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement, and to file the same with all exhibits thereto, and other documents in connection therewith, granting unto said attorneys-in-fact and agents full power and authority to do and be done in connection with the above premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 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 October 13, 1998 - ------------------------- David A. Woodle Executive Officer and Director (Principal Executive Officer) 5 Signature Title Date --------- ----- ---- /s/ Richard E. Perry Chairman September 14, 1998 - ------------------------- Richard E. Perry /s/ Donald M. Cook, Jr. Director September 14, 1998 - ------------------------- Donald M. Cook, Jr. /s/ I.N. Rendall Harper, Jr. Director September 14, 1998 - ---------------------------- I.N. Rendall Harper, Jr. /s/ Javad K. Hassan Director September 14, 1998 - ------------------------- Javad K. Hassan /s/ Anne P. Jones Director September 14, 1998 - ------------------------- Anne P. Jones /s/ John J. Omlor Director September 14, 1998 - ------------------------- John J. Omlor /s/ Frank Rusinko, Jr. Director September 14, 1998 - ------------------------- Frank Rusinko, Jr. /s/ James J. Tietjen Director September 14, 1998 - ------------------------- James J. Tietjen /s/ Chris A. Miller Vice President - September 14, 1998 - ------------------------- Chris A. Miller Finance, Treasurer and Secretary (Principal Financial Officer) /s/ Joseph E. Zavacky Controller and September 14, 1998 - ------------------------- Joseph E. Zavacky Assistant Secretary (Principal Accounting Officer) 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 Peat Marwick, LLP 23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5) 24 Power of Attorney (included on signature page) 99 C-COR Electronics, Inc. Incentive Plan (incorporated by reference to Exhibit 10(tt) to the Registrant's 10-K for the fiscal year ended June 26, 1998, File No. O-10726) 7 EX-5 2 OPINION OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP Exhibit 5 October 16, 1998 C-COR Electronics, Inc. 60 Decibel Road State College, PA 16801 Re: Registration Statement on Form S-8 ---------------------------------- Gentlemen: We have acted as special counsel to C-COR Electronics, Inc. (the "Company") in connection with the registration under the Securities Act of 1933, as amended, of 1,488,853 shares of common stock of the Company, par value $.10 per share (the "Shares"), issuable under the C-COR Electronics, Inc. Incentive Plan (the "Plan"). 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 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 EX-23.1 3 CONSENT OF KPMG PEAT MARWICK, LLP Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS To the Board of Directors C-COR Electronics, Inc. and Subsidiaries: We consent to incorporation by reference in this registration statement on Form S-8 of C-COR Electronics, Inc. and Subsidiaries of our report dated August 12, 1998, relating to the consolidated balance sheets of C-COR Electronics, Inc. and Subsidiaries as of June 26, 1998 and June 27, 1997, and the related consolidated statements of operations, cash flows and shareholders' equity for each of the years in the three-year period ended June 26, 1998, and related schedule, which report is incorporated by reference in the June 26, 1998 annual report on Form 10-K of C-COR Electronics, Inc. and Subsidiaries. /s/ KPMG Peat Marwick LLP State College, Pennsylvania October 15, 1998 EX-23.2 4 CONSENT OF COUNSEL Exhibit 23.2 CONSENT OF COUNSEL The consent of Ballard Spahr Andrews & Ingersoll, LLP is contained in its opinion filed as Exhibit 5 to the Registration Statement. -----END PRIVACY-ENHANCED MESSAGE-----