8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

Date of Report (Date of earliest event reported) August 18, 2005

C-COR Incorporated

(Exact name of Registrant as specified in its charter)

Pennsylvania	0-10726	24-0811591
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

60 Decibel Road, State College, PA	16801
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (814) 238-2461

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On August 18, 2005, the Registrant issued a press release announcing its financial results for the fourth quarter and fiscal year 2005. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The information in this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Number	Description of Document
99.1	Press Release dated August 18, 2005 announcing C-COR’s reporting of its financial results for fourth quarter and fiscal year 2005

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	C-COR Incorporated (Registrant)
August 22, 2005	By:	/s/ Joseph E. Zavacky
	Name:	Joseph E. Zavacky
	Title:	Controller and Assistant Secretary

EX-99.1

Exhibit 99.1

August 18, 2005

Sally O. Thiel, Director	Jo Ann Lehtihet
Investor Relations	Media Relations
C-COR	C-COR
(814) 231-4402, email: sthiel@c-cor.net	(814) 231-4438, email: jlehtihet@c-cor.net

C-COR Reports Financial Results for Fourth Quarter and Fiscal Year 2005

State College, PA (August 18, 2005) – C-COR Incorporated (Nasdaq: CCBL), a global provider of interoperable network solutions that simplify the transition to on demand networks, today reported its financial results for the fourth quarter and fiscal year 2005, ended June 24, 2005. Net sales for the fourth quarter of fiscal year 2005 were $68.5 million compared to $64.2 million for the same period last year and $48.2 million in the third quarter of fiscal year 2005.

Net sales for the entire fiscal year 2005 were $237.3 million compared to $240.9 million in fiscal year 2004. Bookings in the fourth quarter of fiscal year 2005 were $62.9 million for a book-to-bill ratio of .92. C-COR’s book-to-bill ratio in the fourth quarter of fiscal year 2004 was .94.

The Company’s net loss for the fourth quarter of fiscal year 2005 was $5.7 million compared to net income of $4.6 million for the same period last year. The net loss per share for the fourth quarter of fiscal year 2005 was $.12 compared to basic earnings per share of $.11 ($.10 on a diluted basis) for the same period last year. For the entire fiscal year 2005, the Company recorded a net loss of $25.7 million or $.57 per share compared to a net income of $44.2 million or $1.14 per basic share ($1.10 on a diluted basis) for fiscal year 2004.

C-COR’s earnings for the fourth quarter of fiscal year 2005 include a $317,000 charge for restructuring and $1.7 million of amortization related to intangibles, which equate to $.04 on a per share basis. This compares to a recovery of restructuring charges of $(57,000) and amortization related to intangibles of $744,000 for the same period last year. These items are included in results reported under generally accepted accounting principles (GAAP), but are typically excluded from the analysts’ estimates comprising the First Call consensus number. C-COR is breaking out these numbers to improve comparability of the reported GAAP results and the non-GAAP First Call number.

For the first quarter of fiscal year 2006, ending September 23, 2005, the Company anticipates sales of between $65 and $70 million and a GAAP loss per share of between $.15 and $.20. These projections include $1.5 million related to amortization of intangible assets and approximately $1.3 million of stock option expense, or $.06 per share, which are typically excluded from the First Call analyst projections. C-COR is breaking out these numbers to improve comparability of the reported GAAP results and the non-GAAP First Call number.

Corporate management will discuss C-COR’s financial results on a conference call today at 9:45 AM (ET). For information on how to access the conference call, refer to C-COR’s news release dated July 18, 2005 (posted on the C-COR web site at www.c-cor.com), or contact Investor Relations at 814-231-4402 or 814-231-4438.

About C-COR

C-COR offers world-class, market-focused business solutions for cable operators, telephone companies, broadcasters, and other private and public sector entities. The Company’s solutions simplify the transition to Internet Protocol (IP) demand-oriented networks by delivering interoperable, modular products in sync with IP network upgrade cycles. C-COR’s products and services include a suite of software applications that automate the management of content, network, subscribers, and workforce, with more than 200 deployments worldwide; next-generation optical transport products; on-demand video systems with implementations in more than 20 countries; and a range of network assurance and technical services that allows operators to design and keep their networks operating at peak performance. C-COR’s common stock is listed on the Nasdaq National Market (Symbol: CCBL) and is a component of the Russell 2000 Stock Index. For additional information regarding C-COR, visit www.c-cor.com.

C-COR Incorporated

Condensed Consolidated Statements of Operations

(unaudited, in thousands except per share amounts)

	Thirteen Weeks Ended
	June 24, 2005			June 25, 2004
Net sales	$	68,517		$	64,194
Cost of sales		43,508			40,692
Gross margin		25,009			23,502
Operating expenses:
Selling and administrative		19,005			12,483
Research and product development		11,208			5,487
Amortization of intangibles		1,667			744
Acquired in-process technology charge		0			900
Restructuring costs (recovery)		317			(57	)
Total operating expenses		32,197			19,557
Income (loss) from operations		(7,188	)		3,945
Interest expense		(327	)		(19	)
Investment income		293			424
Foreign exchange gain (loss)		95			(273	)
Other income (expense), net		(377	)		174
Income (loss) before income taxes		(7,504	)		4,251
Income tax benefit		(1,764	)		(369	)
Net income (loss)	$	(5,740	)	$	4,620
Net income (loss) per share:
Basic	$	(0.12	)	$	0.11
Diluted	$	(0.12	)	$	0.10
Weighted average common shares and common share equivalents
Basic		47,738			43,010
Diluted		47,738			44,388

C-COR Incorporated

Condensed Consolidated Statements of Operations

(in thousands except per share amounts)

	Fifty-two Weeks Ended
	June 24, 2005			June 25, 2004
Net sales	$	237,260		$	240,918
Cost of sales		151,765			150,651
Gross margin		85,495			90,267
Operating expenses:
Selling and administrative		62,292			43,260
Research and product development		37,804			21,495
Amortization of intangibles		5,697			2,394
Acquired in-process technology charge		5,850			900
Restructuring costs (recovery)		993			(272	)
Total operating expenses		112,636			67,777
Income (loss) from operations		(27,141	)		22,490
Interest expense		(680	)		(87	)
Investment income		1,322			1,128
Foreign exchange gain		235			205
Gain on sale of bankruptcy trade claims		0			21,075
Other income (expense), net		(282	)		371
Income (loss) before income taxes		(26,546	)		45,182
Income tax (benefit) expense		(856	)		1,022
Net income (loss)	$	(25,690	)	$	44,160
Net income (loss) per share:
Basic	$	(0.57	)	$	1.14
Diluted	$	(0.57	)	$	1.10
Weighted average common shares and common share equivalents
Basic		45,325			38,832
Diluted		45,325			40,223

C-COR Incorporated

Consolidated Balance Sheets

(in thousands of dollars)

	June 24, 2005		June 25, 2004
ASSETS
Current assets
Cash and cash equivalents	$	43,320	$	63,791
Restricted cash		3,690		1,637
Marketable securities		9,327		52,934
Accounts receivable, net		52,148		43,785
Unbilled receivables		1,592		3,494
Inventories		41,628		25,680
Deferred taxes		274		0
Other		12,024		4,849
Total current assets		164,003		196,170
Property, plant and equipment, net		21,533		17,697
Goodwill		131,963		38,312
Other intangible assets, net		14,714		10,752
Deferred taxes		0		754
Other long-term assets		4,002		3,200
Total	$	336,215	$	266,885
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	36,332	$	23,571
Accrued liabilities		40,186		31,274
Deferred taxes		0		467
Current portion of long-term debt		162		158
Total current liabilities		76,680		55,470
Long-term debt, less current portion		35,617		772
Deferred taxes		277		0
Other long-term liabilities		6,602		2,381
Shareholders’ equity		217,039		208,262
Total	$	336,215	$	266,885

Some of the information presented in this announcement constitutes forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements represent the Company’s judgment regarding future events, and are based on currently available information. Although the Company believes it has a reasonable basis for these forward-looking statements, the Company cannot guarantee their accuracy and actual results may differ materially from those the Company anticipated due to a number of known and unknown uncertainties, many of which the Company is not aware. Factors which could cause actual results to differ from expectations include, among others, capital spending patterns of the communications industry, changes in regard to significant customers, the demand for network integrity, the trend toward more fiber in the network, the Company’s ability to develop new and enhanced products, the Company’s ability to provide complete network solutions, continued

industry consolidation, the development of competing technology, the global demand for the Company’s products and services, the Company’s ability to translate bookings into revenues, and the Company’s ability to complete and integrate acquisitions and achieve its strategic objectives. For additional information concerning these and other important factors that may cause the Company’s actual results to differ materially from expectations and underlying assumptions, please refer to the reports filed by the Company with the Securities and Exchange Commission, particularly the Company’s most recently filed Annual Report on Form 10-K.