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 26, 2007

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 26, 2007, the Registrant issued a press release announcing its financial results for the third quarter of fiscal year 2007. 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

(d) Exhibits

Number	Description of Document
99.1	Press Release dated April 26, 2007

2

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)
May 1, 2007	By:	/s/ Joseph E. Zavacky
	Name:	Joseph E. Zavacky
	Title:	Controller and Assistant Secretary

3

EX-99.1

Exhibit 99.1

April 26, 2007

Sally O. Thiel, Director	Jo Ann Lehtihet
Investor Relations	Corporate Public 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 2007

State College, PA (April 26, 2007) - C-COR Incorporated (NASDAQ: CCBL) today reported its financial results for the third quarter of fiscal year 2007, ended March 30, 2007. Net sales for the third quarter were $82.7 million compared to $60.4 million in the same period last year. Bookings in the third quarter of fiscal year 2007 were $85.4 million for a book-to-bill ratio of 1.03. In addition, there was a reduction in backlog of $3.2 million related to the Company’s decision to exit a certain Network Services contract; this adjustment is not included in the $85.4 million bookings for the quarter.

The net income for the third quarter of fiscal year 2007 was $7.4 million, compared to a net loss of $7.9 million for the same period last year. The net income per share on a diluted basis for the third quarter of fiscal year 2007 was $.14 compared to diluted net loss per share of $.17 for the same period last year. C-COR’s results for the third quarter of fiscal year 2007 included $549,000 of stock compensation expense, $829,000 of amortization related to intangible assets, and $870,000 of restructuring charges. These items, which equate to $.04 on a diluted per share basis, 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.

C-COR anticipates that net sales for the fourth quarter of fiscal year 2007, ending June 29, 2007, will be between $78.0 and $82.0 million with net earnings per share of between $.11 and $.15. These projections include $829,000 of amortization related to intangible assets, $900,000 of stock compensation expense, and approximately $350,000 of restructuring charges. These items, which are projected to equate to $.04 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 26, 2007. For information on how to access the conference call, refer to C-COR’s news release dated April 4, 2007 (posted on the C-COR web site, www.c-cor.com), or contact Investor Relations at 814-231-4402 or 814-231-4438.

About C-COR

C-COR technology and know-how are at the heart of today’s personalized, multi-screen communications and entertainment. The largest cable operators and other private and public network operators around the world look to C-COR for broadband access equipment to expand bandwidth, unified video platforms for delivery of on demand content, and integrated back-office OSS for a 360 degree view of the network, subscribers and workforce. C-COR’s common stock is listed on the NASDAQ Global 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 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
	March 30, 2007			March 24, 2006
Net sales	$	82,693		$	60,382
Cost of sales (1)		48,283			40,018
Excess and obsolete inventory charge		0			618
Total cost of sales		48,283			40,636
Gross margin		34,410			19,746
Operating expenses (1)
Selling and administrative		16,523			14,869
Research and product development		8,722			8,887
Amortization of intangibles		829			912
Impairment charges		0			1,792
Gain on sale of product line		0			(1,970	)
Restructuring costs		870			3,287
Total operating expenses		26,944			27,777
Income (loss) from operations		7,466			(8,031	)
Interest expense		(359	)		(341	)
Investment income		928			458
Foreign exchange gain (loss)		(270	)		465
Other income, net		304			177
Income (loss) before income taxes		8,069			(7,272	)
Income tax expense		708			676
Net income (loss)	$	7,361		$	(7,948	)
Net income (loss) per share:
Basic	$	0.15		$	(0.17	)
Diluted	$	0.14		$	(0.17	)
Weighted average common shares and common share equivalents
Basic		49,080			47,896
Diluted		53,191			47,896
(1)    Stock-based compensation is included as follows:
Cost of sales	$	65		$	86
Selling and administrative		392			361
Research and product development		92			40
Total stock-based compensation	$	549		$	487

C-COR Incorporated

Condensed Consolidated Statements of Operations

(unaudited, in thousands except per share amounts)

	Thirty-nine Weeks Ended
	March 30, 2007			March 24, 2006
Net sales	$	232,413		$	190,544
Cost of sales (1)		140,487			125,905
Excess and obsolete inventory charge		0			8,354
Total cost of sales		140,487			134,259
Gross margin		91,926			56,285
Operating expenses (1)
Selling and administrative		47,670			50,212
Research and product development		24,230			29,459
Amortization of intangibles		2,487			3,706
Impairment charges		0			7,122
Loss (Gain) on sale of product line		245			(1,970	)
Restructuring costs		1,731			5,037
Total operating expenses		76,363			93,566
Income (loss) from operations		15,563			(37,281	)
Interest expense		(1,084	)		(990	)
Investment income		2,423			1,081
Foreign exchange gain (loss)		(126	)		218
Other income, net		389			479
Income (loss) before income taxes		17,165			(36,493	)
Income tax expense		2,358			1,994
Net income (loss)	$	14,807		$	(38,487	)
Net income (loss) per share:
Basic	$	0.31		$	(0.80	)
Diluted	$	0.30		$	(0.80	)
Weighted average common shares and common share equivalents
Basic		48,466			47,856
Diluted		52,203			47,856
(1)    Stock-based compensation is included as follows:
Cost of sales	$	315		$	290
Selling and administrative		1,941			2,146
Research and product development		339			408
Total stock-based compensation	$	2,595		$	2,844

C-COR Incorporated

Consolidated Balance Sheets

(in thousands of dollars)

	March 30, 2007		June 30, 2006
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	44,447	$	53,279
Restricted cash		3,594		1,409
Marketable securities		47,108		7,649
Accounts receivable, net		58,014		49,188
Unbilled receivables		2,908		3,308
Inventories		36,009		25,437
Deferred costs		7,848		4,555
Assets held for sale		0		303
Other current assets		3,185		4,239
Total current assets		203,113		149,367
Property, plant and equipment, net		20,359		20,074
Goodwill		131,034		131,209
Other intangible assets, net		2,648		5,135
Deferred taxes		424		497
Other long-term assets		5,675		6,847
Total	$	363,253	$	313,129
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	27,820	$	25,796
Accrued liabilities		32,490		26,423
Deferred revenue		29,984		19,674
Deferred taxes		1,317		374
Liabilities held for sale		0		415
Current portion of long-term debt		378		299
Total current liabilities		91,989		72,981
Long-term debt, less current portion		36,064		35,966
Deferred revenue		4,472		2,705
Deferred taxes		3,078		2,986
Other long-term liabilities		4,861		3,624
Shareholders’ equity		222,789		194,867
Total	$	363,253	$	313,129

C-COR Incorporated

Financial Data Table

(Unaudited, in thousands except percentages)

	Business Segment
Business Segment:	Broadband Systems Solutions									Network Services
Product Category:	Access			Solutions			Total			Services			Consolidated
Thirteen Weeks ended March 30, 2007:
Bookings (1)	$	56,283		$	18,023		$	74,306		$	11,103		$	85,409
Net sales		56,260			15,536			71,796			10,897			82,693
Gross margin		24,550			8,972			33,522			888			34,410
Gross margin percentage		43.6	%		57.7	%		46.7	%		8.1	%		41.6	%
Backlog at March 30, 2007 (1):
Less than 12 months		34,548			45,103			79,651			20,588			100,239
Greater than 12 months		—			16,590			16,590			—			16,590
Total Backlog		34,548			61,693			96,241			20,588			116,829
Thirteen Weeks ended March 24, 2006:
Bookings (1)	$	43,589		$	14,175		$	57,764		$	10,572		$	68,336
Net sales		35,765			10,560			46,325			14,057			60,382
Gross margin		13,375			4,455			17,830			1,916			19,746
Gross margin percentage		37.4	%		42.2	%		38.5	%		13.6	%		32.7	%
Backlog at March 24, 2006 (1):
Less than 12 months (2)		29,548			45,379			74,927			26,307			101,234
Thirty-nine Weeks ended March 30, 2007:
Bookings (1)	$	161,093		$	59,227		$	220,320		$	35,402		$	255,722
Net sales		154,213			44,151			198,364			34,049			232,413
Gross margin		62,221			27,057			89,278			2,648			91,926
Gross margin percentage		40.3	%		61.3	%		45.0	%		7.8	%		39.6	%
Backlog at March 30, 2007 (1)
Less than 12 months		34,548			45,103			79,651			20,588			100,239
Greater than 12 months		—			16,590			16,590			—			16,590
Total Backlog		34,548			61,693			96,241			20,588			116,829
Thirty-nine Weeks ended March 24, 2006:
Bookings (1)	$	113,918		$	43,916		$	157,834		$	55,939		$	213,773
Net sales		112,952			38,832			151,784			38,760			190,544
Gross margin		32,458			18,798			51,256			5,029			56,285
Gross margin percentage		28.7	%		48.4	%		33.8	%		13.0	%		29.5	%
Backlog at March 24, 2006 (1)
Less than 12 months (2)		29,548			45,379			74,927			26,307			101,234

(1) Amounts derived from our internal operating records.

(2) Our backlog as of March 24, 2006 represented our estimate of backlog that was expected to be realized over a 12-month period and did not reflect total contract backlog.

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