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): January 19, 2006

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 January 19, 2006, the Registrant issued a press release announcing its financial results for the second quarter of fiscal year 2006. 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 January 19, 2006 announcing C-COR’s reporting of its financial results for second quarter of fiscal year 2006

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)
January 24, 2006	By:	/s/ Joseph E. Zavacky
	Name:	Joseph E. Zavacky
	Title:	Controller and Assistant Secretary

EX-99.1

Exhibit 99.1

January 19, 2006

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

C-COR REPORTS FINANCIAL RESULTS FOR SECOND QUARTER

OF FISCAL YEAR 2006

State College, PA (January 19, 2006) – 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 second quarter of fiscal year 2006, ended December 23, 2005. Net sales for the second quarter were $66.7 million compared to $58.5 million for the same period last year. Bookings in the second quarter of fiscal year 2006 were $72.2 million for a book-to-bill ratio of 1.08.

The net loss for the second quarter of fiscal year 2006 was $15.7 million, compared to a net loss of $1.6 million for the same period last year. The loss per share for the second quarter of fiscal year 2006 was $.33 compared to a loss per share of $.04 for the same period last year. C-COR’s results for the second quarter of fiscal year 2006 included $7.3 million of asset impairment charges related to its Transport product line, $1.3 million of amortization related to intangible assets, $1.4 million of restructuring charges, and $1.1 million of stock compensation expense. These items, which equate to $.23 on a per share basis, are included in results reported under generally accepted accounting principles (GAAP), but are typically excluded from the analyst 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.

C-COR anticipates that net sales for the third quarter of fiscal year 2006, ending March 24, 2006, will be between $63 and $67 million with a loss per share of between $.21 and $.25. These projections include approximately $4 million of restructuring charges pertaining to the organizational changes previously announced on January 3, 2006, $1.1 million of stock compensation expense, and $913,000 related to amortization of intangible assets. These items, which are projected to equate to $.13 per diluted share, are typically excluded from the First Call analysts’ projections. C-COR is breaking out these numbers to improve comparability of the projected GAAP results and the non-GAAP First Call number.

C-COR’s management will discuss C-COR’s financial results on a conference call at 9:45 AM (ET) on Thursday, January 19, 2006. For information on how to access the conference call, refer to C-COR’s news release dated January 11, 2006 (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 that put subscribers in personal control of their entertainment, information, and communication needs. C-COR simplifies the transition to Internet Protocol (IP) demand-oriented networks by delivering interoperable, modular products in sync with IP network upgrade cycles. These solutions bring together software applications, broadband access technology, and a nationwide corps of expert field engineers to enable the delivery of business services; digital program/ad insertion; management and delivery of VOD, VoIP, and HSD; network capacity expansion; centralized office automation for workforce management, network assurance, and subscriber fulfillment; and a variety of outsourced field services that help keep 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.

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. 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 implement its restructuring and cost reduction measures, 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.

C-COR Incorporated

Condensed Consolidated Statements of Operations

(unaudited, in thousands except per share amounts)

	Thirteen Weeks Ended
	Dec. 23, 2005			Dec. 24, 2004
Net sales	$	66,668		$	58,487
Cost of sales (1)		44,022			35,591
Excess and obsolete inventory charge		1,622			0
Total cost of sales		45,644			35,591
Gross margin		21,024			22,896
Operating expenses (1)
Selling and administrative		18,160			14,199
Research and product development		9,972			8,600
Amortization of intangibles		1,278			1,200
Impairment of long-lived assets		5,330			0
Restructuring costs		1,367			619
Total operating expenses		36,107			24,618
Loss from operations		(15,083	)		(1,722	)
Interest expense		(329	)		(25	)
Investment income		317			488
Foreign exchange gain (loss)		(113	)		265
Other income, net		235			229
Loss before income taxes		(14,973	)		(765	)
Income tax expense		738			792
Net loss	$	(15,711	)	$	(1,557	)
Net loss per share:
Basic	$	(0.33	)	$	(0.04	)
Diluted	$	(0.33	)	$	(0.04	)
Weighted average common shares and common share equivalents
Basic		47,867			43,128
Diluted		47,867			43,128
(1)    Includes stock-based compensation as follows:
Cost of sales	$	80		$	0
Selling and administrative		909			0
Research and product development		154			40
Total stock-based compensation	$	1,143		$	40

C-COR Incorporated

Condensed Consolidated Statements of Operations

(unaudited, in thousands except per share amounts)

	Twenty-six Weeks Ended
	Dec. 23, 2005			Dec. 24, 2004
Net sales	$	130,162		$	120,586
Cost of sales (1)		85,887			76,011
Excess and obsolete inventory charge		7,736			0
Total cost of sales		93,623			76,011
Gross margin		36,539			44,575
Operating expenses (1)
Selling and administrative		35,343			26,150
Research and product development		20,572			15,930
Amortization of intangibles		2,794			2,346
Acquired in-process technology charge		0			1,850
Impairment of long-lived assets		5,330			0
Restructuring costs		1,750			619
Total operating expenses		65,789			46,895
Loss from operations		(29,250	)		(2,320	)
Interest expense		(649	)		(44	)
Investment income		623			787
Foreign exchange gain (loss)		(247	)		8
Other income, net		302			278
Loss before income taxes		(29,221	)		(1,291	)
Income tax expense		1,318			1,310
Net loss	$	(30,539	)	$	(2,601	)
Net loss per share:
Basic	$	(0.64	)	$	(0.06	)
Diluted	$	(0.64	)	$	(0.06	)
Weighted average common shares and common share equivalents
Basic		47,836			43,081
Diluted		47,836			43,081
(1)    Includes stock-based compensation as follows:
Cost of sales	$	204		$	0
Selling and administrative		1,784			0
Research and product development		368			80
Total stock-based compensation	$	2,356		$	80

C-COR Incorporated

Consolidated Balance Sheets

(in thousands of dollars)

	Dec. 23, 2005		June 24, 2005
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	35,755	$	43,320
Restricted cash		3,526		3,690
Marketable securities		5,645		9,327
Accounts receivable, net		42,103		52,148
Unbilled receivables		3,371		1,592
Inventories		27,838		41,628
Deferred costs		6,094		6,826
Other current assets		5,659		5,563
Total current assets		129,991		164,094
Property, plant and equipment, net		21,749		21,533
Goodwill		131,934		131,963
Other intangible assets, net		6,932		14,714
Deferred taxes		1,416		1,449
Other long-term assets		4,428		4,002
Total	$	296,450	$	337,755
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	22,349	$	36,332
Accrued liabilities		25,621		25,299
Deferred revenue		14,590		14,887
Deferred taxes		1,861		1,339
Current portion of long-term debt		220		162
Total current liabilities		64,641		78,019
Long-term debt, less current portion		35,736		35,617
Deferred revenue		2,425		3,111
Deferred taxes		1,112		478
Other long-term liabilities		3,698		3,491
Shareholders’ equity		188,838		217,039
Total	$	296,450	$	337,755