-----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, HRecOgN5nhSyKwJ6V7XbLFdFAP/4//VcVCyrAA6KDXcirb5u1aGFdoYN3uUrm7FB HyvPHjHyt8tPT5vgRLcijA== 0001170961-07-000114.txt : 20071218 0001170961-07-000114.hdr.sgml : 20071218 20071218185422 ACCESSION NUMBER: 0001170961-07-000114 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071214 FILED AS OF DATE: 20071218 DATE AS OF CHANGE: 20071218 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: C-COR 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 BUSINESS ADDRESS: STREET 1: 60 DECIBEL RD CITY: STATE COLLEGE STATE: PA ZIP: 16801 BUSINESS PHONE: 814-238-2461 MAIL ADDRESS: STREET 1: 60 DECIBEL ROAD CITY: STATE COLLEGE STATE: PA ZIP: 16801 FORMER COMPANY: FORMER CONFORMED NAME: C COR NET CORP DATE OF NAME CHANGE: 19990716 FORMER COMPANY: FORMER CONFORMED NAME: C COR ELECTRONICS INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ZAVACKY JOSEPH E CENTRAL INDEX KEY: 0001130339 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-10726 FILM NUMBER: 071314516 BUSINESS ADDRESS: BUSINESS PHONE: 8142314448 MAIL ADDRESS: STREET 1: C/O C-COR.NET STREET 2: 60 DECIBEL ROAD CITY: STATE COLLEGE STATE: PA ZIP: 16801 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2007-12-14 1 0000350621 C-COR INC CCBL 0001130339 ZAVACKY JOSEPH E C/O C-COR INCORPORATED 60 DECIBEL ROAD STATE COLLEGE PA 16801 0 1 0 0 Controller & Asst. Secretary Common Stock 2007-12-14 4 D 0 2273 D 0 D Common Stock 2007-12-14 4 D 0 2348.987 D 0 I By Trust Stock Option (right to buy) 22 2007-12-14 4 D 0 10000 D 2008-05-22 Common Stock 10000 0 D Stock Option (right to buy) 8.8 2007-12-14 4 D 0 2500 D 2012-06-14 Common Stock 2500 0 D Stock Option (right to buy) 6.84 2007-12-14 4 D 0 5000 D 2013-06-28 Common Stock 5000 0 D Stock Option (right to buy) 7.84 2007-12-14 4 D 0 10000 D 2014-07-04 Common Stock 10000 0 D Stock Option (right to buy) 14.4 2007-12-14 4 D 0 15000 D 2015-07-01 Common Stock 15000 0 D Phantom Stock Units 2007-12-14 4 D 0 986.908 D Common Stock 986.908 0 I By Trust Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among C-COR Incorporated, ARRIS Group, Inc. ("ARRIS") and Air Merger Subsidiary, Inc., dated as of September 23, 2007, each share of C-COR Incorporated common stock was exchanged for either $13.75 in cash, without interest, or 1.0245 shares of ARRIS common stock having a market value of $10.19 per share on the effective date of the merger and $0.688 in cash, plus in each case, cash in lieu of any fractional share interest, in accordance with Reporting Person's election and the proration procedures contained in the Merger Agreement. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among C-COR Incorporated, ARRIS Group, Inc. ("ARRIS") and Air Merger Subsidiary, Inc., dated as of September 23, 2007, each share of C-COR Incorporated common stock was exchanged for either $13.75 in cash, without interest, or 1.0245 shares of ARRIS common stock having a market value of $10.19 per share on the effective date of the merger and $0.688 in cash, plus in each case, cash in lieu of any fractional share interest, in accordance with the proration procedures contained in the Merger Agreement. Represents shares held through C-COR Incorporated's qualified 401(k) retirement plan. This option, which was fully vested, was assumed by ARRIS in the merger and replaced with an option for a number of shares of ARRIS common stock determined by multiplying the number of shares of the underlying option by 1.1464, and with an exercise price determined by dividing the exercise price of the underlying option by 1.1464. This option, which became fully vested at the effective time of the merger, was assumed by ARRIS in the merger and replaced with an option for a number of shares of ARRIS common stock determined by multiplying the number of shares of the underlying option by 1.1464, and with an exercise price determined by dividing the exercise price of the underlying option by 1.1464. Acquired at various prices through C-COR Incorporated's non-qualified retirement savings and profit sharing plan. Dates not yet known. These derivative securities are exercisable upon the Reporting Person's retirement and may be taken in the form of stock or cash. Pursuant to the Merger Agreement, each Phantom Stock Unit was assumed by ARRIS in the merger and was converted into the right to receive an amount equal to either $13.75 in cash, without interest, or 1.0245 shares of ARRIS common stock having a market value of $10.19 per share on the effective date of the merger and $0.688 in cash, plus in each case, cash in lieu of any fractional share interest, in accordance with the proration procedures contained in the Merger Agreement. This amount may be taken in the form of stock or cash. /s/ Joseph E. Zavacky 2007-12-18 -----END PRIVACY-ENHANCED MESSAGE-----