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) October 25, 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)

þ 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 October 25, 2007, C-COR Incorporated (“C-COR”) issued a press release announcing its financial results for the first quarter of fiscal year 2008. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

The information in this Item 2.02 of 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 8.01 Other Information.

On September 23, 2007, C-COR entered into an Agreement and Plan of Merger with ARRIS Group, Inc. (“ARRIS”) and Air Merger Subsidiary, Inc., a wholly owned subsidiary of ARRIS. Each company must hold a special meeting of its shareholders in order to obtain the shareholder approval necessary to complete the merger. As reported by ARRIS on October 24, 2007, C-COR and ARRIS now believe it likely that they will commence mailing of proxy materials by mid-November and hold their respective shareholder meetings in mid-December 2007. Subject to satisfaction or waiver of all conditions, including receipt of necessary shareholder and regulatory approvals, the parties anticipate closing the merger transaction in December 2007.

Important Information for Investors and Stockholders

In connection with the proposed combination of ARRIS and C-COR, ARRIS has filed with the SEC a registration statement on Form S-4, which includes a proxy statement of C-COR and a proxy statement and prospectus of ARRIS, and C-COR has filed the preliminary proxy statement. Shareholders are urged to read the final joint proxy statement/prospectus regarding the proposed transaction when the SEC declares it effective because it will contain important information. Shareholders are able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about ARRIS and C-COR, without charge, at the SEC’s internet site (http://www.sec.gov). Copies of the joint proxy statement/prospectus and the filings with the SEC that are incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to ARRIS Group Inc, 3871 Lakefield Drive, Suwanee, Georgia 30024, Attention: Investor Relations (678) 473-2647, or to C-COR, 60 Decibel Road, State College, Pennsylvania 16801, Attention: Director of Investor Relations (800) 233-2267 ext. 4402.

C-COR and certain executive officers and other members of its management may be deemed participants in the solicitation of proxies from its shareholders in connection with the proposed merger. Information concerning the interests of C-COR’s participants in the solicitation, which may be different than those of C-COR shareholders generally, is set forth in the proxy statement/prospectus relating to the merger.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Number	Description of Document
99.1	Press Release dated October 25, 2007

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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)
October 25, 2007	By:	/s/ Joseph E. Zavacky
	Name:	Joseph E. Zavacky
	Title:	Controller and Assistant Secretary

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EX-99.1

Exhibit 99.1

October 25, 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 FIRST QUARTER OF

FISCAL YEAR 2008

State College, PA (October 25, 2007) - C-COR Incorporated (NASDAQ: CCBL) today reported its financial results for the first quarter of fiscal year 2008, ended September 28, 2007.

Net sales from continuing operations for the first quarter were $71.9 million compared to $60.4 million in the same period last year, for an increase of 19%. Bookings in the first quarter of fiscal year 2008 were $61.8 million for a book-to-bill ratio of .86.

Income from continuing operations for the first quarter of fiscal year 2008 was $5.4 million compared to $2.2 million for the same period last year. Income per share from continuing operations on a basic and diluted basis for the first quarter of fiscal year 2008 was $.11 compared to $.04 for the same period last year. C-COR’s results for the first quarter of fiscal year 2008 included $2.8 million of stock compensation expense, $1.2 million of transaction costs related to the proposed merger with ARRIS Group Inc., $633,000 of amortization related to intangible assets, and $205,000 of restructuring charges. These items, which equate to $.09 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.

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C-COR REPORTS FINANCIAL RESULTS FOR FIRST QUARTER OF

FISCAL YEAR 2008 – ADD 1

C-COR anticipates that net sales for the second quarter of fiscal year 2008, ending December 28, 2007, will be between $72.0 and $76.0 million with income per share from continuing operations of between $.15 and $.19. These projections include $1.1 million of stock compensation expense, $579,000 of amortization related to intangible assets, and approximately $150,000 of restructuring charges. These items, which are projected to equate to $.03 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, October 25, 2007. To participate in the October 25th call, dial 800-926-7748. International callers should use +1 212-231-2917. The live audio of the conference call will also be available via the Internet at C-COR’s web site (www.c-cor.com). For information on how to access the live audio and replay of the conference call, refer to C-COR’s news release dated October 5, 2007 (posted on the C-COR web site), 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.

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C-COR REPORTS FINANCIAL RESULTS FOR FIRST QUARTER OF

FISCAL YEAR 2008 – ADD 2

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, the possibility that the proposed merger with ARRIS Group Inc. will not be consummated, 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.

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C-COR REPORTS FINANCIAL RESULTS FOR FIRST QUARTER OF

FISCAL YEAR 2008 – ADD 3

C-COR Incorporated

Condensed Consolidated Statements of Operations

(Unaudited, in thousands except per share amounts)

	Thirteen Weeks Ended September 28, 2007			Thirteen Weeks Ended September 29, 2006
Net sales	$	71,927		$	60,366
Cost of sales (1)		40,805			34,793
Gross margin		31,122			25,573
Operating expenses (1)
Selling and administrative		17,039			14,397
Research and product development		8,681			7,200
Amortization of other intangibles		633			829
Loss on sale of product lines		0			245
Restructuring costs		205			400
Total operating expenses		26,558			23,071
Income from operations		4,564			2,502
Interest expense		(341	)		(360	)
Investment income		1,506			695
Foreign exchange gain		527			30
Other income, net		102			71
Income before income taxes		6,358			2,938
Income tax expense		911			764
Income from continuing operations		5,447			2,174
Discontinued operations, net of tax
Loss from discontinued operations		(536	)		(591	)
Net income	$	4,911		$	1,583
Net income (loss) per share: basic
Continuing operations	$	0.11		$	0.04
Discontinued operations		(0.01	)		(0.01	)
Net income	$	0.10		$	0.03
Net income (loss) per share: diluted
Continuing operations	$	0.11		$	0.04
Discontinued operations		(0.01	)		(0.01	)
Net income	$	0.10		$	0.03
Weighted average common shares and common share equivalents
Basic		50,229			48,048
Diluted		53,916			48,529
(1)    Stock-based compensation is included as follows:
Cost of sales	$	218		$	100
Selling and administrative		2,287			659
Research and product development		306			140
Total stock-based compensation	$	2,811		$	899

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C-COR REPORTS FINANCIAL RESULTS FOR FIRST QUARTER OF

FISCAL YEAR 2008 – ADD 4

C-COR Incorporated

Consolidated Balance Sheets

(in thousands of dollars)

	September 28, 2007		June 29, 2007
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	60,968	$	54,913
Restricted cash		4,404		2,563
Marketable securities		71,508		53,453
Accounts receivable, net		42,021		63,375
Unbilled receivables		1,890		2,268
Inventories		23,753		28,150
Deferred costs		9,116		8,476
Other current assets		4,440		4,935
Total current assets		218,100		218,133
Property, plant and equipment, net		19,594		19,381
Goodwill		128,610		128,825
Other intangible assets, net		1,215		1,849
Deferred taxes		702		778
Other long-term assets		6,507		7,754
Total	$	374,728	$	376,720
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	18,553	$	20,699
Accrued liabilities		23,662		31,291
Deferred revenue		28,074		32,534
Deferred taxes		219		219
Current portion of long-term debt		391		384
Total current liabilities		70,899		85,127
Long-term debt, less current portion		35,870		35,968
Deferred revenue		3,393		3,892
Deferred taxes		5,414		5,234
Other long-term liabilities		6,777		5,587
Shareholders’ equity		252,375		240,912
Total	$	374,728	$	376,720

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C-COR REPORTS FINANCIAL RESULTS FOR FIRST QUARTER OF

FISCAL YEAR 2008 – ADD 5

C-COR Incorporated

Financial Data Table

(Unaudited, in thousands except percentages)

Product Category:	Access			Solutions			Total
Thirteen Weeks ended September 28, 2007:
Bookings (1)	$	45,189		$	16,591		$	61,780
Net sales		52,921			19,006			71,927
Gross margin		19,986			11,136			31,122
Gross margin percentage		37.8	%		58.6	%		43.3	%
Backlog at September 28, 2007 (1):
Less than 12 months		22,433			42,966			65,399
Greater than 12 months		0			15,959			15,959
Total Backlog		22,433			58,925			81,358
Thirteen Weeks ended September 29, 2006:
Bookings (1)	$	44,138		$	17,024		$	61,162
Net sales		47,622			12,744			60,366
Gross margin		17,447			8,126			25,573
Gross margin percentage		36.6	%		63.8	%		42.4	%
Backlog at September 29, 2006 (1):
Less than 12 months		27,379			40,287			67,666
Greater than 12 months		0			10,610			10,610
Total Backlog		27,379			50,897			78,276

(1) Amounts derived from our internal operating records.

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