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) September 23, 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 1.01. Entry into a Material Definitive Agreement.

On September 23, 2007, the board of directors of C-COR Incorporated (the “Company”) unanimously voted to amend the Rights Agreement between the Company and American Stock Transfer & Trust Co., dated as of August 17, 1999 (the “Rights Agreement”), to render the rights issuable pursuant the Rights Agreement inapplicable to the execution and delivery of the agreement and plan of merger with Arris Group, Inc. and Air Merger Subsidiary, Inc. dated September 23, 2007 and the consummation of the transactions contemplated thereunder (the “Amendment”).

The Amendment is attached to this Current Report as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1 Amendment No 1. to the Rights Agreement between C-COR Incorporated and American Stock Transfer & Trust Co., dated as of September 23, 2007.

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 hereunto duly authorized.

	C-COR Incorporated
	(Registrant)
	By:	/s/ Joseph E. Zavacky
Date: September 27, 2007	Name:	Joseph E. Zavacky
	Title:	Controller and Assistant Secretary

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EX-10.1

Exhibit 10.1

Amendment No. 1 to

Rights Agreement

This Amendment No. 1 to Rights Agreement, dated as of September 23, 2007, is by and between C-COR Incorporated, a Pennsylvania corporation (the “Company”) and American Stock Transfer & Trust Co., as Rights Agent (the “Rights Agent”).

WHEREAS, the Company and the Rights Agent entered into the Rights Agreement dated as of August 17, 1999;

WHEREAS, the board of directors of the Company has unanimously voted to enter into an Agreement and Plan of Merger between the Company, Arris Group, Inc. and Air Merger Subsidiary, Inc. (the “Merger Agreement”);

WHEREAS, prior to entering into the Merger Agreement, the board of directors of the Company unanimously voted to amend the Rights Agreement so as to render the rights issuable pursuant to the Rights Agreement inapplicable to the execution and delivery of the Merger Agreement and the consummation of the transactions contemplated thereunder.

NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:

1. The foregoing recitals are incorporated herein by reference.

2. Section 7(a) of the Rights Agreement shall be deleted and replaced in its entirety with the following language:

Except as otherwise provided herein, the Rights shall become exercisable on the Distribution Date, and thereafter the registered holder of any Right Certificate may, subject to Section 11(a)(ii) hereof and except as otherwise provided herein, exercise the Rights evidenced thereby in whole or in part upon surrender of the Right Certificate, with the form of election to purchase on the reverse side thereof duly executed, to the Rights Agent at the office or agency of the Rights Agent designated for such purpose, together with payment of the aggregate Purchase Price with respect to the total number of one one-hundredths of a share of Preferred Stock (or other securities, cash or other assets, as the case may be) as to which the Rights are exercised, at any time which is both after the Distribution Date and prior to the time (the “Expiration Date”) that is the earliest of (i) the Close of Business on August 17, 2009 (the “Final Expiration Date”), (ii) the time at which the Rights are redeemed as provided in Section 23 hereof (the “Redemption Date”), (iii) the time at which such Rights are exchanged as provided in Section 24 hereof or (iv) the Effective Time, as such term is defined in the Agreement and Plan of Merger among the Company, Arris Group, Inc. and Air Merger Subsidiary, Inc., dated September 23, 2007.

3. Subsection (f) shall be added to Section 13 of the Rights Agreement and shall read as follows:

(f) Notwithstanding any other provision in this Rights Agreement to the contrary, each of Arris Group, Inc. and Air Merger Subsidiary Inc. (collectively, “Arris”) shall be an Exempt Person, Arris will not become an Acquiring Person and no Stock Acquisition Date, Distribution Date, Triggering Event or Flip-in Event will occur as a result of the approval, execution or delivery of the Merger Agreement or the consummation of the transactions contemplated thereunder.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 on the date first written above.

C-COR Incorporated
/s/    William T. Hanelly
Name:	William T. Hanelly
Title:	Chief Financial Officer
American Stock Transfer & Trust, Co.
/s/    Donna Ansbro
Name:	Donna Ansbro
Title:	Vice President

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