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): April 18, 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 April 20, 2006, the Registrant issued a press release announcing its financial results for the third 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On April 18, 2006, the Board of Directors of the Registrant appointed James C. Stalder, formerly Managing Partner of PricewaterhouseCoopers LLP’s Pittsburgh Office and Dean of the A.J. Palumbo School of Business and the John F. Donahue Graduate School of Business of Duquesne University, to the Board. As a member of the Registrant’s Board, Mr. Stalder will serve on the Strategic Planning and Audit Committees.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Number	Description of Document
99.1	Press Release dated April 20, 2006 announcing C-COR’s reporting of its financial results for third quarter of fiscal year 2006
99.2	Press Release dated April 20, 2006 announcing C-COR’s appointment of a new director

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)
April 21, 2006	By:	/s/ Joseph E. Zavacky
	Name:	Joseph E. Zavacky
	Title:	Controller and Assistant Secretary

EX-99.1

Exhibit 99.1

April 20, 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 THIRD QUARTER

OF FISCAL YEAR 2006

State College, PA (April 20, 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 third quarter of fiscal year 2006, ended March 24, 2006. Net sales for the third quarter were $60.4 million compared to $48.2 million for the same period last year. Bookings in the third quarter of fiscal year 2006 were $68.3 million for a book-to-bill ratio of 1.13.

The net loss for the third quarter of fiscal year 2006 was $7.9 million, compared to a net loss of $17.3 million for the same period last year. The loss per share for the third quarter of fiscal year 2006 was $.17 compared to a loss per share of $.37 for the same period last year. C-COR’s results for the third quarter of fiscal year 2006 included $3.3 million of restructuring charges, a net gain of $2 million on the sale of a product line, $1.8 million of asset impairment charges, $912,000 of amortization related to intangible assets, $618,000 of inventory charges, and $488,000 of stock compensation expense. These items, which equate to $.11 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 fourth quarter of fiscal year 2006, ending June 30, 2006, will be between $67 and $71 million with earnings per diluted share of between $.06 and $.10. These projections include expected proceeds of approximately $11.4 million related to the release of funds from escrow on the previous sale of certain

bankruptcy trade claims, approximately $3.5 million of restructuring charges pertaining to the organizational changes previously announced on January 3, 2006, $1.1 million of stock compensation expense, and $884,000 related to amortization of intangible assets. These items, which are projected to equate to $.11 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, April 20, 2006. For information on how to access the conference call, refer to C-COR’s news release dated April 13, 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.

C-COR Incorporated

Condensed Consolidated Statements of Operations

(unaudited, in thousands except per share amounts)

	Thirteen Weeks Ended
	March 24, 2006			March 25, 2005
Net sales	$	60,382		$	48,157
Cost of sales (1)		40,018			32,246
Excess and obsolete inventory charge		618			0
Total cost of sales		40,636			32,246
Gross margin		19,746			15,911
Operating expenses (1)
Selling and administrative		14,869			17,137
Research and product development		8,887			10,666
Amortization of intangibles		912			1,684
Acquired in-process technology charge		0			4,000
Impairment charges		1,792			0
Gain on sale of product line		(1,970	)		0
Restructuring costs		3,287			57
Total operating expenses		27,777			33,544
Loss from operations		(8,031	)		(17,633	)
Interest expense		(341	)		(309	)
Investment income		458			242
Foreign exchange gain		465			132
Other income (expense), net		177			(183	)
Loss before income taxes		(7,272	)		(17,751	)
Income tax expense (benefit)		676			(402	)
Net loss	$	(7,948	)	$	(17,349	)
Net loss per share:
Basic	$	(0.17	)	$	(0.37	)
Diluted	$	(0.17	)	$	(0.37	)
Weighted average common shares and common share equivalents
Basic		47,896			47,402
Diluted		47,896			47,402
(1)    Stock-based compensation is included as follows:
Cost of sales	$	86		$	0
Selling and administrative		362			0
Research and product development		40			185
Total stock-based compensation	$	488		$	185

C-COR Incorporated

Condensed Consolidated Statements of Operations

(unaudited, in thousands except per share amounts)

	Thirty-Nine Weeks Ended
	March 24, 2006			March 25, 2005
Net sales	$	190,544		$	168,743
Cost of sales (1)		125,905			108,257
Excess and obsolete inventory charge		8,354			0
Total cost of sales		134,259			108,257
Gross margin		56,285			60,486
Operating expenses (1)
Selling and administrative		50,212			43,287
Research and product development		29,459			26,596
Amortization of intangibles		3,706			4,030
Acquired in-process technology charge		0			5,850
Impairment charges		7,122			0
Gain on sale of product line		(1,970	)		0
Restructuring costs		5,037			676
Total operating expenses		93,566			80,439
Loss from operations		(37,281	)		(19,953	)
Interest expense		(990	)		(353	)
Investment income		1,081			1,029
Foreign exchange gain		218			140
Other income, net		479			95
Loss before income taxes		(36,493	)		(19,042	)
Income tax expense		1,994			908
Net loss	$	(38,487	)	$	(19,950	)
Net loss per share:
Basic	$	(0.80	)	$	(0.45	)
Diluted	$	(0.80	)	$	(0.45	)
Weighted average common shares and common share equivalents
Basic		47,856			44,521
Diluted		47,856			44,521
(1)    Stock-based compensation is included as follows:
Cost of sales	$	290		$	0
Selling and administrative		2,147			0
Research and product development		408			265
Total stock-based compensation	$	2,845		$	265

C-COR Incorporated

Consolidated Balance Sheets

(in thousands of dollars)

	March 24, 2006		June 24, 2005
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	31,414	$	43,320
Restricted cash		3,547		3,690
Marketable securities		6,682		9,327
Accounts receivable, net		49,325		52,148
Unbilled receivables		3,883		1,592
Inventories		23,272		41,628
Deferred costs		4,558		6,826
Other current assets		6,081		5,563
Total current assets		128,762		164,094
Property, plant and equipment, net		20,672		21,533
Goodwill		131,099		131,963
Other intangible assets, net		6,019		14,714
Deferred taxes		928		1,449
Other long-term assets		4,692		4,002
Total	$	292,172	$	337,755
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	22,427	$	36,332
Accrued liabilities		24,040		25,299
Deferred revenue		20,357		14,887
Deferred taxes		2,060		1,339
Current portion of long-term debt		203		162
Total current liabilities		69,087		78,019
Long-term debt, less current portion		35,688		35,617
Deferred revenue		813		3,111
Deferred taxes		1,004		478
Other long-term liabilities		4,104		3,491
Shareholders’ equity		181,476		217,039
Total	$	292,172	$	337,755

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.

EX-99.2

Exhibit 99.2

April 20, 2006

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

RECOGNIZED BUSINESS FINANCE EXPERT JOINS

C-COR’S BOARD OF DIRECTORS

State College, PA (April 20, 2006) – James C. Stalder, formerly Managing Partner of PricewaterhouseCoopers LLP’s Pittsburgh Office and Dean of the A.J. Palumbo School of Business and the John F. Donahue Graduate School of Business of Duquesne University, has been appointed to the Board of Directors of C-COR Incorporated (Nasdaq: CCBL), effective April 18, 2006. As a member of C-COR’s Board of Directors, Mr. Stalder will also serve on the Board’s Strategic Planning and Audit Committees.

Mr. Stalder brings to the Board nearly 40 years of experience in providing consulting services for corporate and individual clients in a variety of industries around the world, primarily through his work at PricewaterhouseCoopers. He is a Life Member of the Board of Trustees of Carnegie Mellon University, where he currently serves as a member of its Audit and its Investment Committees as well as Chair of its Finance Committee. Mr. Stalder is also a Certified Public Accountant with special expertise in the area of taxation. He is a frequent lecturer, a member of numerous community and professional organizations, and sits on the Board of Directors of several companies. Mr. Stalder earned his Bachelor of Science degree in Accounting from The Pennsylvania State University and is a graduate of the Amos Tuck Executive Program of Dartmouth College.

Commenting on the appointment, David Woodle, Chairman and Chief Executive Officer of C-COR, stated: “From the business finance perspective, Jim brings to C-COR both a broad, practical experience with a variety of public and private companies, and an in-depth expertise in financial regulations and processes. He is highly respected in his field, and we look forward to working with him in meeting our corporate strategic goals.”

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. 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. These solutions bring together On Demand and OSS 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.