-----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, O7Bmp7PY/LV0EY5cRNzdKZdComqfC1tTwnEAZDI3bLFFfQsBFajoSJ8k2IsBRMyl /6Ed267YOYRbtyMwgyL6FA== 0001036050-99-002269.txt : 19991110 0001036050-99-002269.hdr.sgml : 19991110 ACCESSION NUMBER: 0001036050-99-002269 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 5 333-87909 FILED AS OF DATE: 19991108 EFFECTIVENESS DATE: 19991108 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: S-3MEF SEC ACT: SEC FILE NUMBER: 333-90589 FILM NUMBER: 99743754 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-3MEF 1 FORM S-3MEF C-COR.NET As filed with the Securities and Exchange Commission on November 9, 1999 Registration No. 333-______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION ----------------- FORM S-3 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 (814) 238-2461 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) DAVID A. WOODLE, PRESIDENT 60 DECIBEL ROAD STATE COLLEGE, PENNSYLVANIA 16801-7530 (814) 238-2461 (Name, address, including zip code, and telephone number, including area code, of agent for service) ----------------- Copies to: Robert C. Gerlach, Esq. Philip P. Rossetti, Esq. Ballard Spahr Andrews & Ingersoll, LLP Hale and Dorr LLP 1735 Market Street, 51st Floor 60 State Street Philadelphia, PA 19103 Boston, Massachusetts 02109 (215) 665-8500 (617) 526-6000 ----------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this registration statement is declared effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-87909 --------- If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] CALCULATION OF REGISTRATION FEE
====================================================================================================== Proposed Proposed Amount maximum maximum Title of each class of to be offering price aggregate Amount of securities to be registered registered(1) per unit(2) offering price registration fee - ------------------------------------------------------------------------------------------------------ Common Stock, $.10 par value...... 345,000 $44.00 $15,180,000 $4,221 ======================================================================================================
(1) Includes 45,000 shares which the Underwriters have the option to purchase to cover over-allotments, if any. (2) Based upon the price set forth on the Registrant's final prospectus dated November 8, 1999. ================================================================================ STATEMENT INCORPORATING BY REFERENCE THE CONTENTS OF REGISTRATION STATEMENT NO. 333-87909 DECLARED EFFECTIVE ON NOVEMBER 8, 1999 This registration statement is being filed with respect to the registration of additional shares of common stock, $.10 par value per share, of C-COR.net Corp., a Pennsylvania corporation (the "Company"), pursuant to Rule 462(b) under the Securities Act of 1933, as amended ("Rule 462(b)"). Pursuant to Rule 462(b), the contents of the registration statement of the Company (File No. 333-87909) as amended, which was declared effective on November 8, 1999 (the "Earlier Registration Statement"), including the exhibits thereto, are incorporated by reference into this Registration Statement. The form of prospectus contained in such Earlier Registration Statement will reflect the aggregate amount of securities registered in this Registration Statement and the Earlier Registration Statement. SIGNATURES 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-3 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 November 9, 1999. C-COR.net CORP. By:/s/ David A. Woodle ----------------------------------------------- David A. Woodle President and Chief Executive Officer Each person whose signature appears below constitutes and appoints, DAVID A. WOODLE and WILLIAM T. HANELLY 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 on Form S-3 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 Executive November 9, 1999 - ------------------------------ Officer and Director (Principal David A. Woodle Executive Officer) /s/ William T. Hanelly Vice President - Finance, Secretary November 9, 1999 - ------------------------------ and Treasurer (Principal Financial Officer) William T. Hanelly /s/ Joseph E. Zavacky Controller (Principal Accounting November 9, 1999 - ------------------------------ Officer) Joseph E. Zavacky - ------------------------------ Director and Chairman November 9, 1999 Richard E. Perry ______________________________ Director November 9, 1999 Donald M. Cook, Jr. /s/ I.N. Rendall Harper, Jr. Director November 9, 1999 - ------------------------------ I. N. Rendall Harper, Jr. /s/ Anne P. Jones Director November 9, 1999 - ------------------------------ Anne P. Jones ______________________________ Director November 9, 1999 John J. Omlor
_____________________________ Director November 9, 1999 Frank Ruskinko, Jr. /s/ James J. Tietjen Director November 9, 1999 - ------------------------------ James J. Tietjen /s/ Michael J. Farrell Director November 9, 1999 - ------------------------------ Michael J. Farrell
EXHIBIT INDEX
Exhibit Number Description and Method of Filing - ------ -------------------------------- 5 Opinion of Ballard Spahr Andrews & Ingersoll, LLP. 23.1 Consent of KPMG LLP (State College, PA). 23.2 Consent of KPMG LLP (Atlanta, GA). 23.3 Consent of KPMG LLP (Mountain View, CA). 23.4 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5).
EX-5 2 OPINION OF BALLARD Exhibit 5 November 9, 1999 C-COR.net Corp. 60 Decibel Road State College, PA 16801 Re: C-COR.net Corp. Registration of Additional Shares Pursuant to Rule ------------------------------------------------------------------ 462(b) ------ Gentlemen: We have acted as special counsel to C-COR.net Corp. (the "Company") in connection with the proposed sale of 300,000 additional shares of common stock (with up to 45,000 additional shares of common stock subject to an over- allotment option granted by the Company to the underwriters) of the Company, par value $0.10 per share (the "Additional Shares"), to the underwriters named in the Registration Statement on Form S-3, as amended (File No. 333-87909), as set forth in that certain Registration Statement on Form S-3 relating to the Additional Shares filed with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Registration Statement"). In rendering our opinion, we have reviewed and relied upon such certificates, documents, corporate records, other instruments and representations of officers of the Company 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 upon the foregoing, we are of the opinion that the Additional Shares to be sold have been duly authorized and, when duly executed, delivered, issued and paid for, will be legally issued, fully paid and nonassessable. C-COR.net Corp. November 8, 1999 Page 2 We consent to the filing of this opinion as Exhibit 5 to the Registration Statement with respect to the offering of the Additional Shares and the reference to the firm in the section of the Registration Statement entitled "Legal Matters." 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 opinion 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 CONSENT OF KPMG LLP (STATE COLLEGE, PA) Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors and Stockholders C-COR.net Corp.: We consent to the use of our report dated September 20, 1999 relating 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, incorporated herein by reference. The supplemental consolidated financial statements give retroactive effect to the mergers of C-COR.net Corp. and Convergence.com Corporation, which occurred on July 9, 1999, and Silicon Valley Communications, Inc., which occurred on September 17, 1999. We also consent to incorporation by reference herein of our reports dated August 16, 1999, relating to the consolidated balance sheets of C- COR.net Corp. as of June 25, 1999 and June 26, 1998, and the related consolidated statements of operations, cash flows and shareholders' equity for each of the years in the three-year period ended June 25, 1999 and related schedule, which reports appear in the June 25, 1999, annual report on Form 10-K of C-COR.net Corp. We also consent to the references to our firm under the heading "Experts" and "Selected Consolidated Financial Data" in the prospectus. KPMG LLP State College, Pennsylvania November 8, 1999 EX-23.2 4 CONSENT OF KPMG LLP (ATLANTA, GA) Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS The Board of Directors and Stockholders C-COR.net Corp.: We consent to incorporation herein by reference in the registration statement on Form S-3 of C-COR.net Corp. 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, shareholders' 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. KPMG LLP Atlanta, Georgia November 8, 1999 EX-23.3 5 CONSENT OF KPMG LLP (MOUNTAIN VIEW, CA) Exhibit 23.3 CONSENT OF INDEPENDENT AUDITORS The Board of Directors and Stockholders C-COR.net Corp.: We consent to incorporation herein by reference in the registration statement on Form S-3 of C-COR.net Corp. 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/A of C-COR.net Corp. dated September 17, 1999. Our report dated July 30, 1999, except as to Note 2, which is as of August 4, 1999, contains an explanatory paragraph that states that the Company has suffered recurring losses from operations, has negative working capital and an accumulated deficit, and is in violation of certain debt covenants that raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of that uncertainty. KPMG LLP Mountain View, California November 8, 1999 -----END PRIVACY-ENHANCED MESSAGE-----