C-Cor.net Corp--Form S-8

S-8 1 ds8.htm C-COR.NET CORP--FORM S-8 C-Cor.net Corp--Form S-8

As filed with the Securities and Exchange Commission on June 4, 2004

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 incorporation or organization)		(I.R.S. Employer Identification No.)

60 Decibel Road

State College, Pennsylvania

16801

(Address of Principal Executive Offices)

(Zip Code)

2004 Employee Limited Stock Option Plan

(Full title of the plan)

David A. Woodle, Chairman, 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



Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee

Common Stock, par value $.05 per share	120,000 shares	$8.92(2)	$1,070,400(2)	$135.62

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), 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 reason of any stock dividend, stock split, recapitalization, merger, consolidation or reorganization or similar transaction.

(2)	Estimated solely for the purpose of calculating the registration fee. In accordance with Rules 457(c) and 457(h), the price shown is based upon the average of the high and low price of the Common Stock on June 3, 2004, 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 2004 Employee Limited Stock Option 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 27, 2003; (2) the Company’s Reports on Form 10-Q for the periods ended March 26, 2004, December 26, 2003 and September 26, 2003; (3) the Company’s Reports on Form 8-K filed on February 27, 2004 and November 3, 2003; and (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).

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. Any statement contained in a document, all or a portion of which is incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated by herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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

5		Opinion of Ballard Spahr Andrews & Ingersoll, LLP

15		KPMG LLP letter re: unaudited interim financial information

23.1		Consent of KPMG LLP

23.2		Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5)

99		2004 Employee Limited Stock Option Plan

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 this 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.

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 Securities Act of 1933, and will be governed by the final adjudication of such issue.

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 Borough of State College, Commonwealth of Pennsylvania, on June 4, 2004.


C-COR.net Corp.

By:		/s/ DAVID A. WOODLE

		David A. Woodle Chairman, 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 David A. Woodle	Chairman, President and Chief Executive Officer and Director (Principal Executive Officer)	June 4, 2004

/s/ DR. JAMES E. CARNES Dr. James E. Carnes	Director	June 4, 2004

/s/ MICHAEL J. FARRELL Michael J. Farrell	Director	June 4, 2004

/s/ I.N. RENDALL HARPER, JR. I.N. Rendall Harper, Jr.	Director	June 4, 2004

/s/ ANTHONY A. IBARGÜEN Anthony A. Ibargüen	Director	June 4, 2004

/s/ JOHN J. OMLOR John J. Omlor	Director	June 4, 2004

/s/ RODNEY M. ROYSE Rodney M. Royse	Director	June 4, 2004

/s/ LANCE T. SHANER Lance T. Shaner	Director	June 4, 2004

/s/ DR. JAMES J. TIETJEN Dr. James J. Tietjen	Director	June 4, 2004

/s/ WILLIAM T. HANELLY William T. Hanelly	Chief Financial Officer, Treasurer and Secretary	June 4, 2004

/s/ JOSEPH E. ZAVACKY Joseph E. Zavacky	Controller and Assistant Secretary (Principal Accounting Officer)	June 4, 2004

EXHIBIT INDEX


Number		Exhibit

4		Specimen copy of Common Stock certificate

5		Opinion of Ballard Spahr Andrews & Ingersoll, LLP

15		KPMG LLP letter re: unaudited interim financial information

23.1		Consent of KPMG LLP

23.2		Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5)

99		2004 Employee Limited Stock Option Plan