As filed with the Securities and Exchange Commission on January 25, 2002
Registration Statement No. 333-75888
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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C-COR.net Corp.
(Exact name of registrant as specified in its charter)
Pennsylvania 24-0811591
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
60 Decibel Road
State College, Pennsylvania 16801-7530
(814) 238-2461
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
David A. Woodle
Chief Executive Officer, President and Chairman
C-COR.net Corp.
60 Decibel Road
State College, Pennsylvania 16801-7530
(814) 238-2461
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
Robert C. Gerlach, Esquire
Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street, 51st Floor
Philadelphia, Pennsylvania 19103
(215) 665-8500
Approximate date of commencement of proposed sale to public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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The Registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.
The prospectus included in this registration statement relates to the
securities registered pursuant to this Form S-3.
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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion, dated January 25, 2002
Prospectus
$150,000,000
[C-COR.net Corp. logo]
Common Stock
Preferred Stock
Debt Securities
Warrants
We may sell any combination of these securities, up to a total dollar amount
of $150,000,000, from time to time in one or more offerings to or through
underwriters, to other purchasers, or through agents under this prospectus, as
supplemented. We will provide the names of any underwriters or agents in
supplements to this prospectus.
Our common stock is listed on the Nasdaq National Market under the symbol
"CCBL." On January 23, 2002, the closing sale price of the common stock, as
reported on the Nasdaq National Market, was $16.71 per share. None of the other
securities are currently publicly traded.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 TO READ ABOUT FACTORS YOU SHOULD
CONSIDER BEFORE BUYING OUR SECURITIES.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES UNLESS IT
IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this prospectus is , 2002.
TABLE OF CONTENTS
Prospectus Summary.................... 1
About C-COR.net....................... 1
Summary Of The Securities We May Offer 2
Risk Factors.......................... 3
Forward-Looking Statements............ 11
Use Of Proceeds....................... 12
Ratio Of Earnings To Fixed Charges.... 12
Description Of Capital Stock.......... 13
Description Of Debt Securities........ 17
Description Of Warrants............... 23
Plan Of Distribution.................. 23
Legal Matters......................... 25
Independent Public Accountants........ 25
Where You Can Find More Information... 25
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PROSPECTUS SUMMARY
This summary highlights the more detailed information contained elsewhere in
this prospectus. It may not include all the information that is important to
you. You should read the entire prospectus, the prospectus supplement delivered
with the prospectus, and the documents incorporated by reference before making
an investment decision.
ABOUT C-COR.net
We provide technology and services to the global market for the full network
life cycle of two-way hybrid fiber coaxial cable broadband networks. Our
principal customers are the largest cable operators in the United States as
well as many smaller domestic cable operators and several international cable
operators. Our core strategy is to leverage our 48-year reputation for quality
and service, our strong customer relationships and our extensive installed base
of transmission equipment to provide a broad line of flexible, reliable and
cost-effective network products and service solutions. We offer a comprehensive
range of products, including digital video transport equipment, optical
transmitters and receivers, optical nodes, and optical and radio frequency
amplifiers. Our services focus on enabling reliable, high-speed, broadband
communications over hybrid fiber coaxial cable networks, and include network
engineering, design, construction, activation, optimization, certification,
maintenance and operations. Our products and services enable cable network
operators to offer applications such as digital television, Internet, telephony
and video-on-demand.
In August 2001, we realigned our business into three divisions to position
ourselves better in the market to deliver a broad complement of advanced
network products and services to the broadband market. Each of these divisions
focuses on a market segment that is key to network integrity:
. The Broadband Communications Products Division, headquartered in Meriden,
Connecticut, with supporting facilities in the United States, Mexico,
Austria and Argentina, is responsible for development, management,
production, support and sale of our advanced digital video transport,
optical and radio frequency equipment.
. The Broadband Management Solutions Division, headquartered in Pleasanton,
California, with an engineering facility in State College, Pennsylvania,
is responsible for development, integration, management, implementation,
support and sale of our solutions to operate and manage reliable,
high-quality multi-service networks. The division's flagship products
include COR-Convergence, an integrated service management platform that
takes the best in standards-based network management technology and
integrates it with customer care and billing data sources to provide a
real-time view of network, customer and service status, and a suite of
field service management tools that combines browser-based business
applications with real-time connectivity to the mobile workforce through
wireless data connections and mobile computing devices.
. The Broadband Network Services Division, headquartered in Lakewood,
Colorado, with satellite offices in the northeast, midwest, southeast and
western regions of the United States, provides outsourced technical field
services, including broadband network engineering and design,
construction, activation, optimization, certification, maintenance and
operations.
Our principal executive offices are located at 60 Decibel Road, State
College, Pennsylvania 16801. Our telephone number is (814) 238-2461.
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SUMMARY OF THE SECURITIES WE MAY OFFER
We may offer shares of our common stock, preferred stock, debt securities or
warrants from time to time. The total aggregate dollar amount of all of the
shares of common stock, preferred stock, debt securities and warrants that we
may issue will not exceed $150,000,000. When we use the term "securities" in
this prospectus, we mean any of the securities that we may offer with this
prospectus unless we say otherwise. This prospectus describes the general terms
that may apply to the securities. The specific terms of any particular
securities that we may offer will be described in a separate supplement to this
prospectus. The prospectus supplement will provide the names of any
underwriters, dealers, or agents involved in the sale of the securities, and
any applicable fee, commission, or discount arrangements with them. The
prospectus supplement also may add, update, or change information contained in
this prospectus.
Common Stock
We may offer shares of our common stock. Our common stock currently is
traded on the Nasdaq National Market under the symbol "CCBL."
Preferred Stock
We may offer shares of our preferred stock. We currently have no shares of
preferred stock outstanding. Our preferred stock may be issued from time to
time in one or more series with such designation, preferences and rights of the
shares of such series and qualifications, limitations or restrictions thereon
as established by our Board of Directors.
Debt Securities
We may offer debt securities, in one or more series, as either senior or
subordinated debt or as senior or subordinated convertible debt. For any
particular debt securities we offer, the applicable prospectus supplement will
describe the specific designation, the aggregate principal or face amount and
the purchase price, the ranking, whether senior or subordinated in right of
payment, the stated maturity, the redemption terms, if any, the conversion
terms, if any, the rate or manner of calculating the rate and the payment dates
for interest, if any, the amount or manner of calculating the amount payable at
maturity and whether that amount may be paid by delivering cash, securities or
other property, and any other specific terms. We will issue any senior and
subordinated debt securities under separate indentures between us and a trustee
that we will identify in the applicable prospectus supplement.
Warrants
We may offer warrants, in one or more series. For any particular warrant we
offer, the applicable prospectus supplement will describe the specific title,
the number of warrants, the purchase price, the designation and terms of the
underlying securities purchaseable upon exercise, the exercise price, the dates
on which the right to exercise such warrant commences and expires, and any
other specific terms. We will issue any warrants under separate warrant
agreements between us and a warrant agent that we will identify in the
applicable prospectus supplement.
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RISK FACTORS
Before deciding to invest in our securities, you should consider carefully
the risks described below and the risks set forth in any prospectus supplement,
as well as other information we include or incorporate by reference in this
prospectus and the additional information in the reports that we file with the
SEC.
OUR BUSINESS IS DEPENDENT ON THE LEVEL OF CAPITAL SPENDING BY HYBRID FIBER
COAXIAL CABLE NETWORK OPERATORS.
Historically, most of our sales have been cable network transmission
equipment and services to hybrid fiber coaxial cable network operators in the
United States and internationally and we expect this to continue for the
foreseeable future. Demand for our products depends significantly upon the size
and timing of capital spending by hybrid fiber coaxial cable network operators
for constructing, rebuilding or upgrading their systems. We cannot accurately
predict the growth patterns of hybrid fiber coaxial cable network operators'
spending, but we believe these patterns depend on a variety of factors,
including:
. overall demand for hybrid fiber coaxial cable network services and the
acceptance of new broadband services, such as Internet, telephony,
video-on-demand and digital television;
. competitive pressures, including the availability of alternative delivery
technologies, such as direct broadcast satellite, digital subscriber line
and local multipoint distribution services;
. access to financing;
. hybrid fiber coaxial cable network operators' annual budget cycles;
. the status of Federal, local and foreign government regulation of
telecommunications and television broadcasting; and
. fewer construction and upgrade projects typically occurring in winter
months, and the effect of inclement weather.
OUR CUSTOMER BASE CONSISTS PRIMARILY OF A SMALL NUMBER OF CUSTOMERS IN A SINGLE
INDUSTRY.
Most of our sales have been to relatively few customers. Sales to our ten
largest customers accounted for approximately 75% of net sales in fiscal 1999,
82% of net sales in fiscal 2000 and 82% of net sales in fiscal 2001.
In recent years, there has been significant consolidation of ownership of
domestic and international cable systems. As a result, we expect that the
concentration of our sales among a small number of customers will continue for
the foreseeable future. Almost all of our sales are made on a purchase order
basis and none of our customers have entered into long-term agreements
requiring them to purchase our products. The loss of, or any reduction in
orders from, a significant customer would harm our business. We expect that any
further consolidation of our customer base may result in delays in receiving
new orders or a reduction in the size of orders for our products.
WE COULD BE ADVERSELY AFFECTED IF BROADBAND COMMUNICATIONS DO NOT DEVELOP
RAPIDLY.
Our core products are network transmission equipment for hybrid fiber
coaxial cable networks. Hybrid fiber coaxial cable networks can be used to
transport Internet, telephony, video-on-demand and digital television. A
significant part of the current demand for our products depends on our
customers' desire and ability to upgrade their existing networks and offer
Internet and telephony services in addition to cable television service. There
are, however, competing technologies such as direct broadcast satellite,
digital subscriber line and local multipoint
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distribution services that can provide these upgraded services to end users.
Improvements in a competing technology could result in significant price and/or
performance advantages for that technology which, in turn, could reduce demand
for our products.
It is difficult for us to accurately predict the future growth rate, size
and technological direction of the broadband communications market. As this
market evolves, it is possible that hybrid fiber coaxial cable network
operators, telephone companies or other suppliers of broadband wireless and
satellite services will decide to adopt alternative technologies or standards
that are incompatible with our products. If we are unable to design,
manufacture and market products that incorporate or are compatible with these
new technologies or standards, our business would suffer.
WE MAY BE UNABLE TO ACCURATELY FORECAST THE DEMAND LEVEL FOR OUR PRODUCTS IN
THE LONG TERM.
A substantial portion of our recent revenues have been derived from upgrades
of domestic cable networks to increase their bandwidth to at least 750 mhz and
to enable two-way transmission of signals. While we expect to generate
additional sales in the coming quarters as the remainder of the cable networks
are upgraded and as new products are introduced, we cannot accurately forecast
the level of demand for our products in the long term. We expect the future
level of demand for our products to be heavily influenced by the penetration
rates of such consumer offerings as video-on-demand, digital television,
Internet and telephony over hybrid fiber coaxial cable networks, which are
beyond our control. In addition, we expect a higher proportion of our revenues
to come from international customers in countries where the hybrid fiber
coaxial cable networks are being upgraded to allow these services to be offered.
IF WE ARE UNABLE TO INCREASE NETWORK MANAGEMENT SERVICE REVENUE TO GENERATE
ADEQUATE PROFITABILITY, OUR FINANCIAL RESULTS WOULD BE ADVERSELY AFFECTED.
Our ability to increase network management service revenue depends on many
factors that are beyond our control. For example:
. our customers may decide not to outsource to third parties;
. we may be unable to compete effectively with our competitors, particularly
those with greater financial, technical, marketing and other resources; and
. we may be unable to hire and retain enough qualified technical and
management personnel to support our growth plans.
In addition, the pricing structure and investment required in the network
management services business are not well established. We may be unable to
establish a business strategy that generates adequate profitability or an
adequate return on investment.
WE MAY BE UNABLE TO MANAGE THE NUMEROUS RISKS AND CHALLENGES ASSOCIATED WITH
OUR RECENT ACQUISITIONS OF MOBILEFORCE TECHNOLOGIES, INC., AEROTEC
COMMUNICATIONS, INC. AND THE BROADBAND COMMUNICATIONS DIVISION OF ADC, AND THAT
COULD ADVERSELY AFFECT OUR OPERATIONS AND FINANCIAL CONDITION.
On April 27, 2001, we completed a merger with MobileForce Technologies,
Inc., a Pleasanton, California-based provider of automated field workforce
management products and services for the broadband
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communications industry. On July 3, 2001, we acquired Aerotec Communications,
Inc., a nationwide provider of comprehensive technical services. On August 4,
2001, we acquired certain assets and liabilities of the Broadband
Communications Division of ADC, including a number of cable infrastructure
products, particularly in the digital video transport area. We face several
challenges relating to these acquisitions, including:
. integrating the operations and cultures of MobileForce, Aerotec and the
Broadband Communications Division with ours;
. managing geographically dispersed operations; and
. retaining key management, operations, and technical personnel.
We cannot assure you that we will be able to successfully address the
challenges that these acquisitions present. Our failure to do so would likely
materially and adversely affect our business, financial condition and operating
results.
Furthermore, the market for automated field workforce management products is
at an early stage of development. We cannot assure you that the market will
develop to the point where sales of these products generates enough revenue to
fund the research and development associated with the products and yield a
profit.
WE MAY PURSUE ADDITIONAL ACQUISITIONS AND INVESTMENTS THAT COULD ADVERSELY
AFFECT OUR BUSINESS.
In the past we have made, and in the future we may make, acquisitions of and
investments in businesses, products and technologies that could complement or
expand our business. If we identify an acquisition candidate, we may not be
able to successfully negotiate or finance the acquisition or integrate the
acquired businesses, products or technologies into our existing business and
products. Future acquisitions could result in potentially dilutive issuances of
equity securities, the incurrence of debt and contingent liabilities,
amortization expenses and write-downs of acquired assets.
IF WE ARE UNABLE TO RETAIN OUR KEY PERSONNEL OR RECRUIT ADDITIONAL KEY
PERSONNEL IN THE FUTURE, THEN WE MAY BE UNABLE TO EXECUTE OUR BUSINESS STRATEGY.
Our success depends on our ability to hire, retain and motivate highly
qualified personnel. Competition for qualified technical and other personnel is
intense and we may not successfully attract or retain such personnel.
Attracting and retaining such personnel may be more difficult for us because
our principal executive offices and certain of our other offices are not
located near major metropolitan areas.
During 2001, we implemented workforce reductions and facility consolidations
in response to a sharp decline in demand for our products due to reduced
capital spending by our customers. The majority of personnel affected were in
our manufacturing operations, but reductions were also made in administrative,
management, engineering, operations and sales personnel. These reductions may
make it more difficult to retain other personnel as the reductions may create
uncertainty among the remaining workforce.
OUR RELIANCE ON SEVERAL KEY COMPONENTS, SUBASSEMBLIES AND MODULES USED IN THE
MANUFACTURE OF OUR PRODUCTS COULD RESTRICT PRODUCTION.
We obtain many components, subassemblies and modules necessary for
manufacturing our products from a sole supplier or a limited group of
suppliers. Our reliance on sole or limited suppliers, particularly foreign
suppliers, and our increasing reliance on subcontractors, involves several
risks. These risks include a potential inability to obtain an adequate supply
of required components, subassemblies or modules, and reduced control over
pricing, quality and timely delivery of these components, subassemblies or
modules. We do not generally
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maintain long-term agreements with any of our suppliers or subcontractors. An
inability to obtain adequate deliveries or any other circumstances, requiring
us to seek alternative sources of supply, could affect our ability to ship our
products on a timely basis, which could damage our relationships with current
and prospective customers and harm our business.
In response to a sharp decline in capital spending by our customers that
resulted in a decline in demand for our products, we reduced our level of
orders and future forecasts with our suppliers. As a result, it may be more
difficult in the future to obtain components required for our products or to
ramp up the volume of components, subassemblies or modules if demand for our
products increases. The lower level of purchases from our suppliers may also
adversely affect our unit costs that are in many cases based upon volume
discounts.
CHANGES IN INTERNATIONAL TRADE LAWS, REGULATIONS OR THE POLITICAL CLIMATE IN
MEXICO COULD HINDER OUR PRODUCTION CAPACITY.
During 2001, we implemented a manufacturing consolidation plan that
eliminated two plants in response to a decline in demand for certain products.
Although this results in cost savings from reduced manufacturing overhead, it
makes us more dependent on our manufacturing facility in Tijuana, Mexico, where
optical nodes and RF amplifiers for the domestic market are manufactured. This
operation is exposed to certain risks as a result of its location, including:
. changes in international trade laws, such as the North American Free Trade
Agreement, affecting our import and export activities;
. changes in, or expiration of, the Mexican government's Maquiladora
program, which provides economic benefits to us;
. changes in labor laws and regulations affecting our ability to hire and
retain employees;
. fluctuations of foreign currency and exchange controls;
. potential political instability and changes in the Mexican government;
. potential regulatory changes; and
. general economic conditions in Mexico.
Any of these risks could interfere with the operation of this facility and
result in reduced production, increased costs, or both. In the event that
production capacity of this facility is reduced, we could fail to ship products
on schedule and could face a reduction in future orders from dissatisfied
customers. If our costs to operate this facility increase, our margins would
decrease. Reduced shipments and margins would have an adverse effect on our
financial results and could lead to a decline in our stock price.
CHANGES IN THE REGULATORY, POLITICAL AND ECONOMIC ENVIRONMENTS IN ARGENTINA AND
AUSTRIA COULD ADVERSELY AFFECT OUR MANUFACTURING OPERATIONS IN THOSE COUNTRIES.
As part of the acquisition of the Broadband Communications Division of ADC,
we acquired manufacturing facilities in Klagenfurt, Austria and Buenos Aires,
Argentina. These facilities are subject to certain risks as a result of their
locations, including:
. changes in international trade laws that could affect doing business in
the European Common Market or the Latin American Mercosur zone;
. changes in labor laws and regulations affecting our ability to hire and
retain employees;
. fluctuations of foreign currency and exchange controls, the transition to
the Euro in January 2002, and the impact of the devaluation of the
Argentine peso against the U.S. dollar, which occurred in early January
2002;
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. potential political instability and changes in the government,
particularly in the case of Argentina given the current economic
environment;
. potential regulatory changes; and
. general economic conditions in Austria and Europe, and in Argentina and
Latin America.
Our operation in Buenos Aires, Argentina primarily supports sales to
customers in the Latin American region. The financial condition, results of
operations, and prospects of this operation are affected in general by currency
fluctuations, inflation, interest rates, taxation and other political, social
and economic developments in and affecting Argentina. Argentina continues to
experience recessionary conditions and difficulty in accessing international
capital markets, and has recently faced internal disruption and social unrest.
Given the uncertainty of the political situation in Argentina, we cannot
predict whether measures instituted by the Argentine government will
detrimentally affect us. We cannot provide assurances that the recession
affecting the Argentine economy will subside or that future economic and
political developments in Argentina, or measures taken by the government to
address these developments, over which we have no control, will not impair our
business, financial condition or results of operations in this region.
OUR COMPETITORS, SOME OF WHOM ARE LARGER AND MORE ESTABLISHED, MAY HAVE A
COMPETITIVE ADVANTAGE OVER US.
The market for hybrid fiber coaxial cable network transmission equipment and
services is extremely competitive and is characterized by rapid technological
change. Our current competitors include significantly larger companies with
greater financial, technical, marketing and other resources. Additional
competition could come from new entrants in the broadband communications
equipment and services market. These existing and potential competitors may be
in a better position to withstand any significant reduction in capital spending
by HFC network operators and to keep pace with changes in technology. We cannot
assure you that we will be able to compete successfully in the future or that
competition will not harm our business.
Competitive pressures are likely to increase in the current environment of
reduced customer capital spending as the supplier base attempts to maintain
revenue levels by increasing market share. This may result in increased price
competition that could adversely affect our margins. Also, it could result in
consolidation among the supplier base that would have an unpredictable effect
on our competitive position.
WE EXPECT TO NEED ADDITIONAL CAPITAL IN THE FUTURE AND MAY NOT BE ABLE TO
SECURE ADEQUATE FUNDS ON TERMS ACCEPTABLE TO US.
We have recently incurred operating losses that resulted in negative cash
flow from operations and may continue to do so. Also, as a result of our
operating losses and recent restructuring charges, we renegotiated certain
terms of our existing credit facility and reduced the amount from $70 million
to $20 million. We currently anticipate that our existing capital resources,
including available cash, proceeds from sales of marketable securities and
borrowings under our existing credit facility will be sufficient to meet our
operating needs for the next 12 to 24 months. If our cash flows are less than
expected, we may need to raise additional funds sooner to respond to unforeseen
technological or marketing hurdles, satisfy unforeseen liabilities or take
advantage of unanticipated opportunities. A future acquisition could require
significant amounts of capital. We may not be able to obtain funds at the time
or times needed on terms acceptable to us, or at all. If we are unable to
obtain adequate funds on acceptable terms, we may not be able to take advantage
of market opportunities, develop new products or otherwise respond to
competitive pressures.
WE ARE SUBJECT TO CREDIT RISK ON SALES OF OUR PRODUCTS AND SERVICES BECAUSE WE
HAVE A LIMITED NUMBER OF CUSTOMERS.
Our trade account receivables are exposed to credit risk. Most of our sales
of our products and services have been to relatively few customers in the cable
television industry. Almost all of our sales are made on a purchase order basis
with the accounts receivables generally due within 30 days. At June 29, 2001
and June 30, 2000, accounts receivables from customers in the cable industry
were approximately $26.1 million and $50.3 million, respectively. Due to our
limited customer base, the inability of one or more of our customers to fulfill
its payment
7
obligations to us could have a material adverse effect on our results of
operations. We perform periodic credit evaluations of our customers' financial
conditions, however, we typically do not require any collateral from our
customers. Historically, credit losses with respect to trade accounts
receivables have been limited, however, there can be no assurance that we may
not incur future losses due to adverse changes in our customers' financial
conditions.
IF OUR SALES FORECASTS ARE NOT REALIZED IN A GIVEN PERIOD OR IF OUR OPERATING
RESULTS FLUCTUATE IN ANY GIVEN QUARTER, OUR STOCK PRICE MAY FALL.
While we receive periodic forecasts from our customers as to their future
requirements, these forecasts may not accurately reflect future purchase orders
for our products. In addition, the sales cycles of many of our products,
particularly our newer products sold internationally, are typically
unpredictable and usually involve:
. a significant technical evaluation by our customers;
. a commitment of capital and other resources by hybrid fiber coaxial cable
network operators;
. delays associated with hybrid fiber coaxial cable network operators'
internal procedures to approve large capital expenditures;
. time required to engineer the deployment of new technologies or services
within broadband networks; and
. testing and acceptance of new technologies that affect key operations.
For these and other reasons, our sales cycles generally last three to six
months, but can last up to 12 months.
In addition, because a limited number of large customers account for a
significant portion of our sales, the timing of their orders can cause
significant fluctuation in our quarterly operating results. A portion of our
expenses for any given quarter is typically based on expected sales and if
sales are below expectations in any given quarter, the negative impact on our
operating results may be increased if we are unable to adjust our spending to
compensate for the lower sales. Accordingly, variations in the timing of sales
can cause significant fluctuation in our quarterly operating results and may
result in a decline in the price of our common stock.
OUR STOCK PRICE MAY BE VOLATILE.
The market price of our common stock has fluctuated widely in the past and
is likely to fluctuate in the future. Factors affecting our stock price may
include:
. market conditions in the industry;
. changes in earnings estimates by analysts;
. variations in operating results from quarter to quarter; and
. general economic conditions.
The high and low market prices (adjusted for stock splits) on our common
stock for each of the last three fiscal years are shown below.
Adjusted Stock Prices
---------------------
Fiscal Year High Low Quarterly Dividends
----------- -------- ------- -------------------
7/01/00-6/29/01 $33.00 $5.00 None
6/26/99-6/30/00 $51.625 $10.81 None
6/27/98-6/25/99 $16.0625 $4.4375 None
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IF OUR INTERNATIONAL SALES DO NOT MEET OUR EXPECTATIONS, THEN OUR GROWTH MAY BE
LESS THAN EXPECTED.
Sales to customers outside of the United States represented 10% of net sales
in fiscal 1999, 11% of net sales in fiscal 2000 and 13% of net sales in fiscal
2001. We expect that international sales will represent a substantial portion
of our net sales in the future. Although we plan to invest resources to grow
our international sales, there can be no guarantee that this investment will
succeed. Our international operations are subject to a number of risks,
including:
. spending patterns of international hybrid fiber coaxial cable network
operators;
. import and export license requirements, tariffs, taxes and other trade
barriers;
. fluctuations in currency exchange rates;
. difficulty in collecting accounts receivable;
. complying with a wide variety of foreign laws, treaties and
telecommunications standards;
. difficulty in staffing and managing foreign operations; and
. political and economic instability.
WE MAY BE HARMED IF WE ARE UNABLE TO ADEQUATELY PROTECT OUR PROPRIETARY RIGHTS.
We currently hold 14 United States patents and have a number of patent
applications pending. Because issuance of a valid patent does not prevent other
companies from using alternative, non-infringing technology, however, we cannot
be sure that any of our patents will provide significant commercial protection.
In addition to patent protection, we also rely on trade secrets, technical
knowhow, copyright and other unpatented proprietary information relating to our
product development and manufacturing activities. We try to protect this
information with confidentiality agreements with our employees and other
parties. We cannot be sure that these agreements will not be breached, that we
will have adequate remedies for any breach or that our trade secrets and
proprietary know-how will not otherwise become known or independently
discovered by others. In addition, particular aspects of our technology could
be found to infringe on the claims of other existing or future patents.
WE MAY BE HARMED IF WE ARE UNABLE TO ADEQUATELY RESOLVE CURRENT LITIGATION.
Certain former securityholders and employees of a company we acquired filed
claims against us in March 2001 alleging violations of state securities laws
and certain other state law claims under a stock option plan and seeking
damages. We believe that we have defenses to these claims and are contesting
them vigorously; however, we cannot be sure that we will be successful in
defending these claims.
WE MAY EXPERIENCE TRANSITIONAL IMPAIRMENT LOSSES RELATED TO THE CARRYING VALUE
OF INTANGIBLE ASSETS IN CONNECTION WITH OUR ADOPTION OF SFAS 142.
In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 142, "Goodwill and Other Intangible Assets"
(SFAS 142) which we plan to adopt effective June 29, 2002. SFAS 142 requires
that an initial determination be made of potential impairment of intangible
assets and that an annual assessment be performed thereafter. Because of the
extensive effort needed to comply with adopting SFAS 142, it is not practicable
to reasonably estimate the impact of adopting SFAS 142 and whether we will be
required to recognize any transitional impairment losses. As of the date of
adoption, we expect to have unamortized goodwill in the amount of approximately
$6.2 million and unamortized identifiable intangible assets in the amount of
approximately $9.2 million. Any transitional impairment loss would be
recognized as the cumulative effect of a change in accounting principle. If
such an impairment loss was recognized, it could have an effect on our stock
price.
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WE MAY INCUR SIGNIFICANT LIABILITIES IF WE FAIL TO COMPLY WITH STRINGENT
ENVIRONMENTAL REGULATIONS OR IF WE DID NOT COMPLY WITH THESE REGULATIONS IN THE
PAST.
We are subject to a variety of Federal, state and local governmental
regulations related to the use, storage, discharge and disposal of toxic or
otherwise hazardous chemicals used in our manufacturing process. Although we
believe that our activities conform to environmental regulations, the failure
to comply with present or future regulations could result in fines being
imposed on us, suspension of production or a cessation of operations. We cannot
assure you that we have not in the past violated applicable laws or regulations
which could result in required remediation or other liabilities.
YOU SHOULD NOT EXPECT TO RECEIVE DIVIDENDS FROM US.
We have not paid cash dividends on our common stock in the past, nor do we
expect to pay dividends on our common stock for the foreseeable future. We
anticipate that earnings, if any, will be retained for the development of our
businesses.
A PUBLIC MARKET MAY NOT DEVELOP FOR THE SECURITIES THAT WE MAY OFFER.
The securities we may offer may not develop an active public market, which
could depress the resale price of the securities. The securities we may offer,
other than our common stock, will be new issues of securities for which there
is currently no trading market. We cannot predict whether an active trading
market for the securities will develop or be sustained. If an active trading
market were to develop, the securities could trade at prices that may be lower
than the initial offering price of the securities.
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FORWARD-LOOKING STATEMENTS
This prospectus and the documents we have filed with the Securities and
Exchange Commission ("SEC") which we have referenced under "Where You Can Find
More Information" below contain forward-looking statements made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements include, among others, statements regarding
our ability to effectively integrate the operations of recently acquired
businesses, our ability to expand our product offerings, cable network
operators' need to substantially increase their investment in high quality
services, reduced demand for telecommunications equipment and broadcast
arrangement services, the current slowdown in network upgrade activity and the
level of future network upgrade activity, global demand for our products and
services, and statements relating to our business strategy. Forward-looking
statements represent our judgment regarding future events. Although we believe
we have a reasonable basis for these forward-looking statements, we cannot
guarantee their accuracy and actual results may differ materially from those we
anticipated due to a number of uncertainties, many of which we are not aware.
Factors which could cause actual results to differ from expectations include,
among others, capital spending patterns of the communications industry, our
ability to develop new and enhanced products, continued industry consolidation,
the development of competing technology and our ability to achieve our
strategic objectives. We urge you to consider the risks and uncertainties
discussed under "Risk Factors" above and in the other documents filed with the
SEC in evaluating our forward-looking statements. We have no plans to update
our forward-looking statements to reflect events or circumstances after the
date of this prospectus.
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USE OF PROCEEDS
Unless we specify otherwise in a prospectus supplement, we intend to use the
net proceeds from the sale of securities that we may offer to provide
additional funds for working capital and other general corporate purposes that
may include, among other things, acquiring or investing in businesses,
products, services or technologies complementary to our current business,
through mergers, acquisitions, joint ventures or otherwise.
The precise amount and timing of the application of proceeds will depend
upon our funding requirements in the future. We will retain broad discretion in
the allocation of the net proceeds from an offering under this prospectus, as
amended and supplemented. Pending the uses described above, the net proceeds
will be invested in short-term, interest bearing, investment grade securities.
We may set forth additional information on the use of net proceeds from the
securities we may offer under this prospectus in a prospectus supplement
relating to the specific offering.
RATIO OF EARNINGS TO FIXED CHARGES
The following are our consolidated ratios of earnings to fixed charges for
each of the periods indicated:
Years Ended
-------------------------------------------- Three Months
June 27, June 26, June 25, June 30, June 29, Ended
1997 1998 1999 2000 2001 September 28, 2001
-------- -------- -------- -------- -------- ------------------
Ratio of earnings to fixed charges......... 5.3x 1.2x 3.3x 25.5x (a) (a)
Ratio of earnings to combined fixed charges
and preference dividends................. 4.4x 1.0x 2.5x 25.5x (a) (a)
- --------
(a) Earnings were insufficient to cover fixed charges by $12,991,000 for the
year ended June 29, 2001 and by $8,526,000 for the thirteen-week period
ended September 28, 2001.
The ratio of earnings to fixed charges represents, on a pre-tax basis, the
number of times earnings cover fixed charges. Earnings consist of net income or
loss, to which has been added fixed charges and taxes based on income. Fixed
charges consist of interest expense on borrowings, other interest and the
interest portion of all rentals charged to income.
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DESCRIPTION OF CAPITAL STOCK
General
We are authorized to issue 100,000,000 shares of common stock, $0.05 par
value per share, and 2,000,000 shares of preferred stock, no par value per
share. The following description of our capital stock is subject to and
qualified in its entirety by our articles of incorporation and bylaws, each as
amended and restated, and by the provisions of applicable Pennsylvania law.
Common Stock
Reference is made to the applicable prospectus supplement relating to the
common stock offered thereby for specific terms, including (i) the number of
shares offered, (ii) the initial offering price and market price and (iii)
dividend information.
As of January 23, 2002, there were 32,421,773 shares of common stock
outstanding. These shares were held of record by approximately 700
shareholders. Our common stock is traded on the Nasdaq National Market under
the symbol "CCBL."
Each holder of common stock is entitled to one vote for each share owned of
record on all matters submitted to the vote of shareholders, subject to any
voting rights of holders of preferred stock that may be issued in the future.
We have three classes of directors which have staggered terms of three years.
Subject to preferences that may be applicable to any preferred stock that may
be issued in the future and the restrictions on payment of dividends imposed by
our credit facilities and other agreements, the holders of common stock will be
entitled to such dividends as may be declared from time to time by the Board of
Directors from funds legally available and will be entitled, after payment of
all prior claims, to receive, on a pro rata basis, all of our assets upon
liquidation, dissolution or winding up. The common stock is not redeemable and
does not have any conversion rights. Holders of shares of common stock
generally have no preemptive rights to maintain their respective percentage of
ownership in future offers and sales of stock. The rights, preferences and
privileges of holders of common stock are subject to the rights, preferences
and privileges of any preferred stock which we may issue in the future which
could have priority with respect to dividends and liquidation distributions. We
have never paid dividends on our common stock and have no current plans to do
so.
Preferred Stock
The following description of the preferred stock sets forth certain general
terms and provisions of the preferred stock to which any prospectus supplement
may relate. The statements below describing the preferred stock are in all
respects subject to and qualified in their entirety by reference to the
applicable provisions of our articles of incorporation, as amended and restated
(including any future amendments thereto) and bylaws, as amended and restated
(including any future amendments thereto).
No preferred stock that has been authorized is issued or outstanding. The
Board of Directors is authorized to issue one or more series of preferred stock
and to determine the voting rights and the number of shares constituting the
series and the designations, preferences, qualifications, privileges,
limitations, restrictions, options, conversion rights and other special or
relative rights. The Board of Directors may, without shareholder approval,
issue preferred stock with voting and other rights that could adversely affect
the voting power of the holders of common stock. The Board of Directors has
designated one series of preferred stock in connection with our shareholder
rights plan which is more fully described below.
Reference is made to the prospectus supplement relating to the series of
preferred stock offered thereby for specific terms, including: (i) the series
and title, if any, of such preferred stock; (ii) the number of shares of such
preferred stock offered and the liquidation preference per share and the
initial offering price of such preferred
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stock; (iii) the dividend rate(s), period(s) and/or payment date(s) or
method(s) of calculation thereof applicable to such preferred stock; (iv)
whether dividends on such preferred stock shall be cumulative or not and, if
cumulative, the date from which dividends on such preferred stock shall
accumulate; (v) any voting rights granted to the holders of such preferred
stock or required by law; (vi) the procedures for any auction and remarketing,
if any, for such preferred stock; (vii) provisions for a sinking fund, if any,
for such preferred stock; (viii) provisions for redemption, if applicable, of
such preferred stock; (ix) any listing of such preferred stock on any
securities exchange; (x) whether the preferred stock is convertible into other
securities or rights and the terms and conditions, if applicable, upon which
such preferred stock will be convertible into or exchangeable for such other
securities or rights, or a combination of the foregoing, including the name of
the issuer of such securities or rights, the conversion or exchange price or
rate (or manner of calculation thereof) and the conversion or exchange date(s)
or period(s); (xi) a discussion of certain material United States Federal
income tax considerations applicable to such preferred stock; and (xii) any
other material terms, preferences, rights, limitations or restrictions of such
preferred stock.
Rank
Unless otherwise specified in the prospectus supplement, any series of
preferred stock being offered will, with respect to (as applicable) dividend
rights and rights upon our liquidation, dissolution or winding-up, rank (i)
senior to all series of our common stock and to all of our equity securities
the terms of which provide that such equity securities are subordinated to our
preferred stock; (ii) junior to all of our equity securities which the terms of
such series of preferred stock provide will rank senior to it; and (iii) equal
with all of our equity securities other than those referred to in clauses (i)
and (ii).
Dividends
Our holders of preferred stock of each series shall be entitled to receive,
when, as and if declared by our Board of Directors, out of our assets legally
available for payment, cash, property or stock dividends at such rates and on
such dates as will be set forth in the applicable prospectus supplement. Each
such dividend shall be payable to holders of record as they appear on our stock
transfer books on the record dates as shall be fixed by our Board of Directors.
Dividends on any series of the preferred stock may be cumulative or
non-cumulative, as provided in the applicable prospectus supplement. Dividends,
if cumulative, will accumulate from and after the date set forth in the
applicable prospectus supplement. If our Board of Directors fails to declare a
dividend payable on a dividend payment date on any series of the preferred
stock for which dividends are non-cumulative, then the holders of such series
of the preferred stock will have no right to receive a dividend in respect of
the dividend period ending on such dividend payment date.
If any shares of our preferred stock of any series are outstanding, no full
dividends shall be declared or paid or set apart for payment on our preferred
stock of any other series ranking, as to dividends, equal with or junior to the
preferred stock of such series for any period unless (i) such series of
preferred stock has a cumulative dividend, full cumulative dividends on the
preferred stock of such series have been or contemporaneously are declared and
paid or declared and a sum sufficient for the payment thereof set apart for
payment for all past dividend periods and the then current dividend period or
(ii) such series of preferred stock does not have a cumulative dividend, full
dividends on the preferred stock of such series have been or contemporaneously
are declared and paid or declared and a sum sufficient for the payment thereof
set apart for such payment for the then current dividend period ((i) and (ii)
are hereinafter collectively referred to as "all required dividends are paid").
When dividends are not paid in full (or a sum sufficient for such full payment
is not so set apart) upon the shares of preferred stock of any series and the
shares of any other series of preferred stock ranking equal as to dividends
with the preferred stock of such series, all dividends declared upon shares of
preferred stock of such series and any other series of preferred stock ranking
equal as to dividends with such preferred stock shall be declared pro rata so
that the amount of dividends declared per share on the preferred stock of such
series and such other series
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of preferred stock shall in all cases bear to each other the same ratio that
accrued and unpaid dividends per share on the shares of preferred stock of such
series (which shall not include any accumulation in respect of unpaid dividends
for prior dividend periods if such preferred stock does not have a cumulative
dividend) and such other series of preferred stock bear to each other. No
interest, or sum of money in lieu of interest, shall be payable in respect of
any dividend payment or payments on preferred stock of such series which may be
in arrears.
Except as provided in the immediately preceding paragraph, unless all
required dividends are paid, no dividends (other than in common stock or other
stock ranking junior to the preferred stock of such series as to dividends and
upon our liquidation, dissolution or winding-up) shall be declared or paid or
set aside for payment or other distribution shall be declared or made upon the
common stock or any other of our stock ranking junior to or equal with the
preferred stock of such series as to dividends or upon liquidation, nor shall
any common stock or any of our other capital stock ranking junior to or equal
with the preferred stock of such series as to dividends or upon liquidation,
dissolution or winding-up of us be redeemed, purchased or otherwise acquired
for any consideration (or any moneys be paid to or made available for a sinking
fund for the redemption of any shares of any such stock) (except by conversion
into or exchange for any of our other stock ranking junior to the preferred
stock of such series as to dividends and upon our liquidation, dissolution or
winding-up).
Any dividend payment made on shares of a series of preferred stock shall
first be credited against the earliest accrued but unpaid dividend due with
respect to shares of such series which remains payable.
Redemption
If so provided in the applicable prospectus supplement, the shares of
preferred stock will be subject to mandatory redemption or redemption at our
option, as a whole or in part, in each case upon the terms, at the times and at
the redemption prices set forth in such prospectus supplement.
Liquidation Preference
Upon any voluntary or involuntary liquidation, dissolution or winding-up of
us, then, before any distribution or payment shall be made to the holders of
any common stock or any other class or series of our stock ranking junior to
such series of preferred stock in the distribution of assets upon any
liquidation, dissolution or winding-up of us, the holders of each series of
preferred stock shall be entitled to receive out of our assets legally
available for distribution to shareholders liquidating distributions in the
amount of the liquidation preference per share (set forth in the applicable
prospectus supplement). In the event that, upon any voluntary or involuntary
liquidation, dissolution or winding-up of us, our legally available assets are
insufficient to pay the amount of the liquidating distributions on all
outstanding shares of such series of preferred stock and the corresponding
amounts payable on all shares of other series of our stock ranking equal with
such series of preferred stock in the distribution of assets upon any
liquidation, dissolution or winding-up of us, then the holders of such class or
series of preferred stock and all other such classes or series of stock shall
share ratably in any such distribution of assets in proportion to the full
liquidating distributions to which they would otherwise be respectively
entitled.
Conversion Rights
The terms and conditions, if any, upon which shares of any series of
preferred stock are convertible into or exchangeable for other securities or
rights of us or other issuers, including, without limitation, common stock,
debt securities or another series of preferred stock, or any combination of the
foregoing, will be set forth in the applicable prospectus supplement relating
thereto. Such terms will include the name of the issuer of such other
securities or rights and the number or principal amount of the securities or
rights into which the preferred stock is convertible or exchangeable, the
conversion or exchange price or rate (or manner of calculation thereof), the
conversion or exchange date(s) or period(s), provisions as to whether the
conversion or exchange will be at the option of the holders of such series of
preferred stock or at our option and the events requiring an adjustment of the
conversion or exchange price or rate.
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Anti-Takeover
We have the following provisions in our articles of incorporation or bylaws
which could be viewed as having anti-takeover effects: (a) a provision
requiring advance notice for shareholder nominations of directors, (b) a
staggered Board of Directors, (c) "blank check" preferred stock, (d) removal of
directors only for cause, (e) no shareholder action by partial written consent
and (f) a supermajority (66 2/3%) vote required to approve certain transactions
between us and an"interested shareholder." In addition, on August 17, 1999, our
Board of Directors adopted a shareholder rights plan which provided a dividend
distribution of one preferred share purchase right for each outstanding share
of our common stock payable September 9, 1999 to shareholders of record on
August 30, 1999. Each purchase right entitles shareholders to buy one
one-hundredth of a share of newly created Series A Junior Participating
Preferred Stock at an exercise price of $150.00. The description and terms of
the rights are set forth in a Rights Agreement dated as of August 17, 1999 as
the same may be amended from time to time, between us and American Stock
Transfer and Trust Co., as rights agent. Generally, the rights will be
exercisable if a person or group hereafter acquires or commences a tender offer
or exchange offer for 20% or more of our common stock and shares of preferred
stock purchasable upon exercise of the rights will be entitled to a
preferential quarterly dividend, voting rights and a stipulated return in the
event of any merger or similar transaction. If we are acquired after a person
or group becomes an "Acquiring Person" (as defined in the rights plan), each
right will entitle its holder to purchase, at the right's exercise price, a
number of shares of common stock of the acquiring person or group having a
market value at that time of twice the right's exercise price. The rights are
designed to assure that all of our shareholders receive fair and equal
treatment in the event of any proposed takeover.
The Pennsylvania Business Corporation Law contains certain provisions
applicable to us that restrict the ability of a person or entity to acquire
control of a Pennsylvania corporation through a business combination, such as a
merger, consolidation or share exchange, or through the acquisition of shares
constituting at least 20% of the votes that can be cast in the election of
directors of the, corporation. In general, these provisions operate, under
certain circumstances, to (i) disenfranchise certain shares owned by a person
or group that acquires voting power over 20%, 33 1/2% or 50% or more of the
voting shares of the corporation that are designated as control shares, unless
the voting rights of such shares are restored by shareholder vote, (ii) permit
a corporation to redeem control shares at their then fair market value (iii)
require a person or group that acquires or announces an intention to acquire
20% or more of the voting power of the corporation's securities during certain
specified time periods to give notice to each shareholder and the court and
(iv) give shareholders of the corporation the right to receive the fair value
of their shares in cash from a person or group that has acquired 20% of the
voting power of the corporation.
Transfer Agent and Registrar
The Transfer Agent and Registrar for our common stock is American Stock
Transfer & Trust Company.
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DESCRIPTION OF DEBT SECURITIES
We may offer any combination of senior debt securities or subordinated debt
securities. The debt securities may be secured or unsecured obligations. We may
issue any of the senior debt securities and the subordinated debt securities
under separate indentures between us, as issuer, and the trustee or trustees
identified in a prospectus supplement.
The prospectus supplement will describe the particular terms of any debt
securities we may offer and may differ from the terms summarized below. The
following summaries of the debt securities are not complete. We urge you to
read the indentures to be filed as exhibits to the registration statement,
which includes this prospectus and any prospectus supplements, in the event
that we offer debt securities. We also urge you to read the description of the
debt securities included in the applicable prospectus supplement.
We conduct some of our operations through our subsidiaries. Our rights and
the rights of our creditors, including holders of debt securities, to the
assets of any of our subsidiaries upon that subsidiary's liquidation or
reorganization or otherwise would be subject to the prior claims of that
subsidiary's creditors, except to the extent that we may be a creditor with
recognized claims against the subsidiary. Our subsidiaries' creditors would
include trade creditors, debt holders, secured creditors and taxing
authorities. Except as we may provide in a prospectus supplement, neither the
debt securities that we may issue nor the indentures will restrict us or any of
our subsidiaries from incurring indebtedness.
General
We may issue debt securities in one or more series. The debt securities will
have terms that are consistent with the indentures. Unless the prospectus
supplement indicates otherwise, senior debt securities will be unsecured and
unsubordinated obligations and will rank equal with all our other unsecured and
unsubordinated debt. Subordinated debt securities will be paid only if all
payments due under our senior indebtedness, including any outstanding senior
debt securities, have been made.
The indentures might not limit the amount of other debt that we may incur or
whether that debt is senior to the debt securities that we may offer under a
prospectus supplement, and might not contain financial or similar restrictive
covenants. The indentures might not contain any provision to protect holders of
debt securities against a sudden or dramatic decline in our ability to pay our
debt.
The prospectus supplement will describe the debt securities and the price or
prices at which we will offer the debt securities. The description will include:
. the title and form of the debt securities;
. any limit on the aggregate principal amount of the debt securities or the
series of which they are a part;
. the person to whom any interest on a debt security of the series will be
paid;
. the date or dates on which we must repay the principal;
. the rate or rates at which the debt securities will bear interest, if any,
the date or dates from which interest will accrue, and the dates on which
we must pay interest;
. if applicable, the duration and terms of the right to extend interest
payment periods;
. the place or places where we must pay the principal and any premium or
interest on the debt securities;
. the terms and conditions on which we may redeem any debt security, if at
all;
. any obligation to redeem or purchase any debt securities, and the terms
and conditions on which we must do so;
17
. the denominations in which we may issue the debt securities;
. the manner in which we will determine the amount of principal or any
premium or interest on the debt securities;
. the currency in which we will pay the principal or any premium or interest
on the debt securities;
. the principal amount of the debt securities that we will pay upon
declaration of acceleration of their maturity;
. the amount that will be deemed to be the principal amount for any purpose,
including the principal amount that will be due and payable upon any
maturity or that will be deemed to be outstanding as of any date;
. if applicable, that the debt securities are defeasible and the terms of
such defeasance;
. if applicable, the terms of any right to convert debt securities into, or
exchange debt securities for, shares of common stock or other securities
or property;
. whether we will issue the debt securities in the form of one or more
global securities and, if so, the respective depositories for the global
securities and the terms of the global securities;
. if applicable, the subordination provisions that will apply to any
subordinated debt securities;
. if applicable, the provisions relating to any security provided for the
debt securities;
. any addition to or change in the events of default applicable to the debt
securities and any change in the right of the trustee or the holders to
declare the principal amount of any of the debt securities due and
payable; and
. the covenants applicable to the debt.
We may sell the debt securities at a substantial discount below their stated
principal amount. We will describe United States Federal income tax
considerations, if any, applicable to debt securities sold at an original issue
discount in the prospectus supplement. An "original issue discount security" is
any debt security sold for less than its face value, and which provides that
the holder cannot receive the full face value if maturity is accelerated. The
prospectus supplement relating to any original issue discount securities will
describe the particular provisions relating to acceleration of the maturity
upon the occurrence of any event of default. In addition, we will describe
United States Federal income tax or other considerations applicable to any debt
securities that are denominated in a currency or unit other than United States
dollars in the prospectus supplement.
Conversion and Exchange Rights
The prospectus supplement will describe, if applicable, the terms on which
the debt securities may be converted into or exchanged for common stock or
other securities or property. The conversion or exchange may be mandatory or
may be at your option. The prospectus supplement will describe how the number
of shares of common stock or other securities or property to be received upon
conversion or exchange would be calculated.
Subordination of Subordinated Debt Securities
Unless the prospectus supplement indicates otherwise, the following
provisions will apply to the subordinated debt securities. The indebtedness
underlying the subordinated debt securities will be payable only if all
payments due under our senior indebtedness, including any outstanding senior
debt securities, have been made. If we distribute our assets to creditors upon
any dissolution, winding-up, liquidation or reorganization or in bankruptcy,
insolvency, receivership, or similar proceedings, we must first pay all amounts
due or to become due on all senior indebtedness before we pay the principal of,
or any premium or interest on, the subordinated debt
18
securities. If we experience a bankruptcy, dissolution or reorganization,
holders of senior indebtedness may recover more, ratably, and holders of
subordinated debt or subordinated debt securities may recover less, ratably,
than our other creditors.
The prospectus supplement will indicate the indebtedness ranking senior to
the debt securities being offered and briefly describe any limitation on the
issuance of such additional senior indebtedness or indicate that there is no
such limitation.
Form, Exchange, and Transfer
We will issue debt securities only in fully registered form and, unless the
prospectus supplement indicates otherwise, only in denominations of $1,000 and
integral multiples thereof. The holder of a debt security may elect, subject to
the terms of the indentures and the limitations applicable to global
securities, to exchange them for other debt securities of the same series of
any authorized denomination and of similar terms and aggregate principal amount.
Holders of debt securities may present them for exchange as provided above
or for registration of transfer, duly endorsed or with the form of transfer
duly executed, at the office of the transfer agent we designate for that
purpose. We will not impose a service charge for any registration of transfer
or exchange of debt securities, but we may require a payment sufficient to
cover any tax or other governmental charge payable in connection with the
transfer or exchange. We will name the transfer agent in the prospectus
supplement. We may designate additional transfer agents or rescind the
designation of any transfer agent or approve a change in the office through
which any transfer agent acts, but we must maintain a transfer agent in each
place in which we will pay on debt securities.
If we redeem the debt securities, we will not be required to issue, register
the transfer of or exchange any debt security during a specified period prior
to mailing a notice of redemption. We are not required to register the transfer
of or exchange any debt securities selected for redemption, except the
unredeemed portion of the debt security being redeemed.
Global Securities
The debt securities may be represented, in whole or in part, by one or more
global securities that will have an aggregate principal amount equal to that of
all debt securities of that series. Each global security will be registered in
the name of a depositary identified in the prospectus supplement. We will
deposit the global security with the depositary or a custodian, and the global
security will bear a legend regarding the restrictions on exchanges and
registration of transfer.
No global security may be exchanged in whole or in part for debt securities
registered, and no transfer of a global security in whole in part may be
registered in the name of any person other than the depositary or any nominee
or successor of the depositary unless:
. the depositary is unwilling or unable to continue as depositary; or
. the depositary is no longer in good standing under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") or other applicable statute
or regulation.
The depositary will determine how all securities issued in exchange for a
global security will be registered.
As long as the depositary or its nominee is the registered holder of a
global security, we will consider the depositary or the nominee to be the sole
owner and holder of the global security and the underlying debt securities.
Except as stated above, owners of beneficial interests in a global security
will not be entitled to have the global security or any debt security
registered in their names, will not receive physical delivery of certificated
19
debt securities and will not be considered to be the owners or holders of the
global security or underlying debt securities. We will make all payments of
principal, premium and interest on a global security to the depositary or its
nominee. The laws of some jurisdictions require that some purchasers of
securities take physical delivery of securities in definitive form. These laws
may prevent you from transferring your beneficial interests in a global
security.
Only institutions that have accounts with the depositary or its nominee and
persons that hold beneficial interests through the depositary or its nominee
may own beneficial interests in a global security. The depositary will credit,
on its book-entry registration and transfer system, the respective principal
amount of debt securities represented by the global security to the accounts of
its participants. Ownership of beneficial interests in a global security will
be shown only on, and the transfer of those ownership interests will be
effected only through, records maintained by the depositary or any such
participant.
The policies and procedures of the depositary may govern payment, transfers,
exchanges and other matters relating to beneficial interest in a global
security. We and the trustee will assume no responsibility or liability for any
aspect of the depositary's or any participant's records relating to, or for
payments made on account of, beneficial interests in a global security.
Payment and Paying Agent
Unless the prospectus supplement indicates otherwise, we will pay principal
and any premium or interest on a debt security to the person in whose name the
debt security is registered at the close of business on the regular record date
for the interest.
Unless the prospectus supplement indicates otherwise, we will pay principal
and any premium or interest on the debt securities at the office of our
designated paying agent. Unless the prospectus supplement indicates otherwise,
the corporate trust office of the trustee will be the paying agent for the debt
securities.
Any other paying agents we designate for the debt securities of a particular
series will be named in the prospectus supplement. We may designate additional
paying agents, rescind the designation of any paying agent or approve a change
in the office through which any paying agent acts, but we must maintain a
paying agent in each place of payment for the debt securities.
The paying agent will return to us all money we pay to it for the payment of
the principal, premium or interest on any debt security that remains unclaimed
for a specified period. Thereafter, the holder may look only to us for payment,
as an unsecured general creditor.
Consolidation, Merger, or Sale of Assets
The terms of the indentures may provide that, so long as any securities
remain outstanding, we may not consolidate or enter into a share exchange with
or merge into any other person, in a transaction in which we are not the
surviving corporation, or sell, convey, transfer, or lease our properties and
assets substantially as an entirety to any person, unless:
. the successor assumes our obligations under the debt securities and the
indentures; and
. we meet the other conditions described in the indentures.
Events of Default
Each of the following may constitute an event of default under each
indenture:
. failure to pay the principal of or any premium on any debt security when
due;
. failure to pay any interest on any debt security when due, for more than a
specified number of days past the due date;
20
. failure to deposit any sinking fund payment when due;
. failure to perform any covenant or agreement in the indenture, which
failure continued for a specified number of days after written notice has
been given by the trustee or the requisite holders of the debt securities
of that series;
. specified events of bankruptcy, insolvency or reorganization; and
. any other event of default specified in the prospectus supplement.
If an event of default occurs and continues, both the trustee and holders of
a specified percentage in aggregate principal amount of the outstanding
securities of that series may declare the principal amount of the debt
securities of that series to be immediately due and payable. The holder of a
majority in aggregate principal amount of the outstanding securities of that
series may, under specified circumstances, rescind and annul the acceleration
if all events of default, other than the nonpayment of accelerated principal,
have been cured or waived.
Except for specified duties in case of an event of default, the trustee will
not be obligated to exercise any of its rights or powers at the request or
direction of any of the holders, unless the holders have offered the trustee
reasonable indemnity. If they provide this indemnification, the holders of a
majority in aggregate principal amount of the outstanding securities of any
series may direct the time, method and place of conducting any proceeding for
any remedy available to the trustee or exercising any trust or power conferred
on the trustee with respect to the debt securities of that series.
Except for notice in the case of a default in the payment of principal or
interest, the trustee may withhold notice of default so long as a good faith
determination has been made that the withholding of such notice is in the
interests of the holders.
No holder of a debt security of any series may institute any proceeding with
respect to the indenture, or for the appointment of a receiver or a trustee, or
for any other remedy, unless:
. the holder has previously given the trustee written notice of a continuing
event of default;
. the holders of a specified percentage in aggregate principal amount of the
outstanding securities of that series have made a written request upon the
trustee, and have offered reasonable indemnity to the trustee, to
institute the proceeding;
. the trustee has failed to institute the proceeding for a specified period
of time after its receipt of the notification;
. the trustee has not received a direction inconsistent with the request
within a specified number of days.
Each holder has an absolute right to bring actions for payment of overdue
principal, premium, if any, or interest.
Modification and Waiver
We and the trustee may change an indenture without the consent of any
holders with respect to certain matters, including to fix any ambiguity,
defect, or inconsistency in the indenture and to change anything that does not
materially adversely affect the interests of any holder of debt securities of
any series.
In addition, under the indentures, the rights of holders of a series of debt
securities may be changed by us and the trustee under certain conditions. These
conditions may include the written consent of the holders of not less than a
majority in aggregate principal amount of the outstanding debt securities of
each class that is affected or the adoption of a resolution, at a meeting of
holders of debt securities at which a quorum is present by the holders of at
least two-thirds in aggregate principal amount of the outstanding debt
securities of each class that is
21
affected represented at such meeting. The indentures also may require that we
and the trustee obtain the consent of the holder of any outstanding debt
securities affected to the extent that we:
. extend the fixed maturity of any series of notes issued;
. reduce the principal amount, reduce the rate of or extend the time of
payment of interest, or any premium payable upon the redemption, of any
debt securities; or
. reduce the percentage of debt securities the holders of which are required
to consent to any amendment.
Except in some limited circumstances, we may set any day as a record date
for the purpose of determining the holders of outstanding debt securities of
any series entitled to give or take any direction, notice, consent, waiver or
other action under the indentures, or be present at a meeting of holders of
debt securities. In some limited circumstances, the trustee may set a record
date. To be effective, the action must be taken by holders of the requisite
principal amount of such debt securities within a specified period following
the record date.
Defeasance
To the extent stated in the prospectus supplement, we may elect to apply the
provisions in the indentures relating to defeasance and discharge of
indebtedness, or to defeasance of some restrictive covenants, to the debt
securities of any series. The indentures may provide that, upon satisfaction of
the requirements described below, we may terminate all of our obligations under
the debt securities of any series and the applicable indenture, which is known
as legal defeasance, other than our obligation:
. to maintain a registrar and paying agents and hold moneys for payment in
trust;
. to register the transfer or exchange or the debt securities; and
. to replace mutilated, destroyed, lost or stolen debt securities.
In addition, we may terminate our obligation to comply with any restrictive
covenants under the debt securities of any series or the applicable indenture,
which is known as covenant defeasance.
We may exercise our legal defeasance option even if we have previously
exercised our covenant defeasance option. If we exercise either defeasance
option, payment of the debt securities may not be accelerated because of the
occurrence of events of default.
To exercise either defeasance option as to debt securities of any series, we
would be required to satisfy customary conditions described in the applicable
indenture, which may include the establishment of a trust with the trustee in
which we would irrevocably deposit money and/or obligations that will provide
money in an amount sufficient to pay the principal of, premium, if any, and
each installment of interest on the debt securities, the delivery of an opinion
of counsel to the trustee, and the failure of an event of default to have
occurred or be continuing.
Notices
We will mail notices to holders of debt securities as indicated in the
prospectus supplement.
Title
We will treat the person in whose name a debt security is registered as the
absolute owner, whether or not such debt security may be overdue, for the
purpose of making payment and for all other purposes.
22
DESCRIPTION OF WARRANTS
We may issue warrants to purchase debt securities, preferred stock or common
stock (collectively, the "Underlying Warrant Securities"), and such warrants
may be issued independently or together with any such Underlying Warrant
Securities and may be attached to or separate from such Underlying Warrant
Securities. Each series of warrants will be issued under a separate warrant
agreement (each a "Warrant Agreement") to be entered into between us and a
warrant agent. The warrant agent will act solely as our agent in connection
with the warrants of such series and will not assume any obligation or
relationship of agency for or with holders or beneficial owners of warrants.
The applicable prospectus supplement will describe the specific terms of any
warrants offered thereby, including: (i) the title of such warrants; (ii) the
aggregate number of such warrants; (iii) the price or prices at which such
warrants will be issued; (iv) the currency or currencies, including composite
currencies, in which the exercise price of such warrants may be payable; (v)
the designation and terms of the Underlying Warrant Securities purchasable upon
exercise of such warrants; (vi) the price at which the Underlying Warrant
Securities purchasable upon exercise of such warrants may be purchased; (vii)
the date on which the right to exercise such warrants will commence and the
date on which such right shall expire; (viii) whether such warrants will be
issued in registered form or bearer form; (ix) if applicable, the minimum or
maximum amount of such warrants which may be exercised at any one time; (x) if
applicable, the designation and terms of the Underlying Warrant Securities with
which such warrants are issued and the number of such warrants issued with each
such Underlying Warrant Security; (xi) if applicable, the date on and after
which such warrants and the related Underlying Warrant Securities will be
separately transferable; (xii) information with respect to book-entry
procedures, if any; (xiii) if applicable, a discussion of certain United States
Federal income tax considerations; and (xiv) any other terms of such warrants,
including terms, procedures and limitations relating to the exchange and
exercise of such warrants.
PLAN OF DISTRIBUTION
We may sell the securities being offered hereby in one or more of the
following ways from time to time:
. through agents to the public or to investors;
. to underwriters for resale to the public or to investors;
. directly to investors;
. through a combination of any such methods of sale; or
. any other method permitted by law.
We will set forth in a prospectus supplement the terms of the offering of
securities, including:
. the name or names of any agents or underwriters;
. the purchase price of the securities being offered and the proceeds that
we will receive from the sale;
. any over-allotment options under which underwriters may purchase
additional securities from us;
. any agency fees or underwriting discounts and other items constituting
agents' or underwriters' compensation;
. any discounts or concessions allowed or reallowed or paid to dealers; and
. any securities exchanges on which the securities being offered may be
listed.
23
Agents
We may designate agents who agree to use their reasonable or best efforts to
solicit purchases for the period of their appointment or to sell securities on
a continuing basis.
Underwriters
If we use underwriters for a sale of securities, the underwriters will
acquire the securities for their own account. The underwriters may resell the
securities in one or more transactions, including negotiated transactions, at a
fixed public offering price or at varying prices determined at the time of
sale. The obligations of the underwriters to purchase the securities will be
subject to the conditions set forth in the applicable underwriting agreement.
The underwriters may change from time to time any discounts or concessions the
underwriters allow or reallow or pay to dealers. We may use underwriters with
whom we have a material relationship. We will describe in the prospectus
supplement naming the underwriter the nature of any such relationship.
Direct Sales
We may also sell securities directly to one or more purchasers without using
underwriters or agents. Underwriters, dealers, and agents that participate in
the distribution of the securities may be underwriters as defined in the
Securities Act and any discounts or commissions they receive from us and any
profit on their resale of the securities may be treated as underwriting
discounts and commissions under the Securities Act. We will identify in the
applicable prospectus supplement any underwriters, dealers, or agents and will
describe their compensation. We may have agreements with the underwriters,
dealers, and agents to indemnify them against specified civil liabilities,
including liabilities under the Securities Act. Underwriters, dealers, and
agents may engage in transactions with or perform services for us or our
subsidiaries in the ordinary course of their businesses.
Trading Markets and Listing of Securities
Unless otherwise specified in the applicable prospectus supplement, each
class or series of securities will be a new issue with no established trading
market, other than our common stock, which is listed on the Nasdaq National
Market. We may elect to list any other class or series of securities on any
exchange, but we are not obligated to do so. It is possible that one or more
underwriters may make a market in a class or series of securities, but the
underwriters will not be obligated to do so and may discontinue any market
making at any time without notice. We cannot give any assurance as to the
liquidity of the trading market for any of the securities.
Stabilization Activities
Any underwriter may engage in over-allotment, stabilizing transactions,
short covering transactions and penalty bids in accordance with Regulation M
under the Exchange Act. Over-allotment involves sales in excess of the offering
size, which create a short position. Stabilizing transactions permit bids to
purchase the underlying security so long as the stabilizing bids do not exceed
a specified maximum. Short covering transactions involve purchases of the
securities in the open market after the distribution is completed to cover
short positions. Penalty bids permit the underwriters to reclaim a selling
concession from a dealer when the securities originally sold by the dealer are
purchased in a covering transaction to cover short positions. Those activities
may cause the price of the securities to be higher than it would otherwise be.
If commenced, the underwriters may discontinue any of the activities at any
time.
Passive Market Making
Any underwriters who are qualified market makers on the Nasdaq National
Market may engage in passive market making transactions in common stock on the
Nasdaq National Market in accordance with Rule 103 of Regulation M, during the
business day prior to the pricing of the offering, before the commencement of
offer or
24
sales of the common stock. Passive market makers must comply with applicable
volume and price limitations and must be identified as passive market makers.
In general, a passive market maker must display its bid at a price not in
excess of the highest independent bid for such security; if all independent
bids are lowered below the passive market marker's bid, however, the passive
market maker's bid must then be lowered when certain purchase limits are
exceeded.
LEGAL MATTERS
Ballard Spahr Andrews & Ingersoll, LLP, Philadelphia, Pennsylvania, will
provide an opinion as to legal matters in connection with the securities that
we may offer.
INDEPENDENT PUBLIC ACCOUNTANTS
The consolidated financial statements and schedule of C-COR.net as of June
29, 2001 and June 30, 2000 and for each of the years in the three-year period
ended June 29, 2001, have been incorporated by reference herein and in the
registration statement in reliance upon the reports of KPMG LLP, independent
accountants, incorporated by reference herein, and upon the authority of such
firm as experts in accounting and auditing.
The financial statements of the Broadband Communications Division of ADC
Telecommunications, Inc. as of October 31, 2000 incorporated by reference in
this prospectus and elsewhere in the registration statement have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are included herein in reliance upon the
authority of said firm as experts (or, as experts in accounting and auditing)
in giving said reports.
With respect to the unaudited interim financial information for the period
ended September 28, 2001, incorporated by reference herein, KPMG LLP reported
that they applied limited procedures in accordance with professional standards
for a review of such information. However, their separate report included in
C-COR.net's quarterly report on Form 10-Q for the quarter ended September 28,
2001, and incorporated by reference herein, states that they did not audit and
they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their report on such information should
be restricted in light of the limited nature of the review procedures applied.
The accountants are not subject to the liability provisions of Section 11 of
the Securities Act of 1933 (the "Securities Act") for their report on the
unaudited interim financial information because that report is not a "report"
or a "part" of the registration statement prepared or certified by the
accountants within the meaning of Sections 7 and 11 of the Securities Act.
WHERE YOU CAN FIND MORE INFORMATION
We are a reporting company and file annual, quarterly and current reports,
proxy statements, and other information with the SEC. You may read and copy
these reports, proxy statements, and other information at the SEC's public
reference room located at 450 Fifth Street, N.W., Washington, DC 20549. You can
request copies of these documents by writing to the SEC and paying a fee for
the copying cost. Please call the SEC at 1-800-SEC-0330 for more information
about the operation of the public reference room. Our SEC filings are also
available at the SEC's web site at "http://www.sec.gov." In addition, you can
read and copy our SEC filings at the office of the National Association of
Securities Dealers, Inc. at 1735 K Street, Washington, DC 20006.
The SEC allows us to "incorporate by reference" information that we file
with them, which means that we can disclose important information to you by
referring you to those other documents. The information incorporated by
reference is an important part of this prospectus, and information that we file
later with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed
25
below and any future filings we will make with the SEC under Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering:
(1) our Annual Report on Form 10-K for the fiscal year ended June 29, 2001;
(2) our Quarterly Report on Form 10-Q for the period ended September 28,
2001;
(3) our Current Reports on Form 8-K dated July 3, 2001, July 9, 2001, August
4, 2001 and November 2, 2001, our Form 8-K/A, Amendment No. 1 filed July
10, 2001 amending our Current Report on Form 8-K filed April 27, 2001
and our Form 8-K/A, Amendment No. 1 filed October 19, 2001 amending our
Current Report on Form 8-K dated August 4, 2001;
(4) the description of our common stock contained in our Registration
Statement on Form 8-A filed with the SEC on October 27, 1982 (as amended
by Form 8-A/A filed with the SEC on July 3, 1990); and
(5) the description of our Series A Junior Participating Preferred Stock
Purchase Rights contained in our Registration Statement on Form 8-A
filed with the SEC under the Exchange Act on August 30, 1999.
Upon written or oral request, we will provide without charge to each person,
including any beneficial owner, to whom this prospectus is delivered a copy of
any or all of such documents which are incorporated herein by reference (other
than exhibits to such documents unless such exhibits are specifically
incorporated by reference into the documents that this prospectus
incorporates). Written or oral requests for copies should be directed to
William T. Hanelly, Chief Financial Officer, Secretary and Treasurer, 60
Decibel Road, State College, PA 16801 or (814) 238-2461.
26
$150,000,000
C-COR.net Corp.
Common Stock, $0.05 par value
Preferred Stock, no par value
Debt Securities
Warrants
-----------------
PROSPECTUS
, 2002
-----------------
You should rely only on the information contained in this prospectus or
incorporated by reference into this prospectus. We have not authorized any
dealer, salesperson or other person to give any information or to make any
representations not contained in this prospectus or any prospectus supplement.
You must not reply on any unauthorized information. This prospectus is not an
offer of these securities in any state where any offer is not permitted. The
information in this prospectus is correct only as of the date of this
prospectus, regardless of the time of the delivery of this prospectus or any
sale of these securities. You should not assume that this prospectus is
accurate as of any other date.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the fees and expenses in connection with the
issuance and distribution of the securities being registered. Except for the
SEC registration fee, all amounts are estimates.
Securities and Exchange Commission Registration Fee $ 35,850
Nasdaq National Market Fees........................ 22,500
Printing expenses.................................. 140,000
Fees of Registrar and Transfer Agent............... 5,000
Legal Fees and Expenses............................ 100,000
Accounting Fees and Expenses....................... 150,000
Miscellaneous...................................... 21,650
--------
Total........................................... $475,000
========
Item 15. Indemnification of Directors and Officers.
Sections 1741 through 1750 of the Pennsylvania Business Corporation Law of
1988, as amended, permits, and in some cases requires, the indemnification of
officers, directors and employees of the Registrant. Article VII, Section 7-1
of the Registrant's bylaws provides that the Registrant shall indemnify any
director or officer of the Registrant against expenses (including legal fees),
judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him or her, to the fullest extent now or hereafter permitted by law
in connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, brought
or threatened to be brought against him or her, including actions or suits by
or in the right of the Registrant, by reason of the fact that he or she is or
was a director or officer of the Registrant, its parent or any of its
subsidiaries, or acted as a director or officer or in any other capacity on
behalf of the Registrant, its parent or any of its subsidiaries or is or was
serving at the request of the Registrant as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise.
The Board of Directors by resolution may similarly indemnify any person
other than a director or officer of the Registrant to the fullest extent now or
hereafter permitted by law for liabilities incurred by him or her in connection
with services rendered by him or her for or at the request of the Registrant,
its parent or any of its subsidiaries.
Item 16. Exhibits.
Exhibit
Number Description
- ------ -----------
1.1* Form of Underwriting Agreement
4.1(a) Amended and Restated Articles of Incorporation of the Registrant (Filed as Exhibit 3(a) to Quarterly
Report on Form 10-Q for the period ended December 24, 1999, File No. 000-10726 and
incorporated herein by reference.)
4.1(b) Articles of Amendment of Amended and Restated Articles of Incorporation of the Registrant (Filed
as Exhibit 3(b) to Quarterly Report on Form 10-Q for the period ended December 24, 1999, File
No. 000-10726 and incorporated herein by reference.)
4.1(c) Articles of Amendment of Amended and Restated Articles of Incorporation of the Registrant (Filed
as Exhibit 3(c) to Quarterly Report on Form 10-Q for the quarterly period ended December 24,
1999, File No. 000-10726 and incorporated herein by reference.)
II-1
Exhibit
Number Description
- ------ -----------
4.1(d) Articles of Amendment of Amended and Restated Articles of Incorporation of the Registrant (Filed
as Exhibit 3(d) to Quarterly Report on Form 10-Q for the period ended December 24, 1999, File
No. 000-10726 and incorporated herein by reference.)
4.1(e) Statement with Respect to Shares of Series A Junior Participating Preferred Stock of the Registrant
(Filed as Exhibit 3(e) to Quarterly Report on Form 10-Q for the period ended December 24, 1999,
File No. 000-10726 and incorporated herein by reference.)
4.1(f) Articles of Amendment to Amended and Restated Articles of Incorporation of the Registrant (Filed
as Exhibit 3(f) to Quarterly Report on Form 10-Q for the period ended December 24, 1999, File
No. 000-10726 and incorporated herein by reference.)
4.1(g) Articles of Amendment to Amended and Restated Articles of Incorporation of the Registrant (Filed
as Exhibit 3(g) to Quarterly Report on Form 10-Q for the period ended December 24, 1999, File
No. 000-10726, and incorporated herein by reference.)
4.2 Amended and Restated Bylaws, as amended, of the Registrant (Filed as Exhibit 3.1 to Quarterly
Report on Form 10-Q for the period ended September 29, 2000, File No. 000-10726, and
incorporated herein by reference.)
4.3** Form of Indenture
4.4* Form of Senior Debt Security
4.5* Form of Subordinated Debt Security
4.6 Form of C-COR.net Common Stock Certificate (Filed as Exhibit 4.1 to Registration Statement on
Form S-8 filed on November 13, 2000, File No. 333-49826, and incorporated herein by
reference.)
4.7* Form of C-COR.net Preferred Stock Certificate
4.8* Form of Warrant Agreement
5.1** Opinion of Ballard Spahr Andrews & Ingersoll, LLP
12.1** Statement re Computation of Ratios to Fixed Charges
15.1** Letter from KPMG LLP re Unaudited Interim Financial Information
23.1** Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5.1)
23.2** Consent of KPMG LLP
23.3** Consent of Arthur Andersen LLP
24.1*** Power of Attorney (included on signature page)
25.1* Statement of Eligibility of the Trustee under the Trust Indenture Act of 1939
- --------
* To be filed by amendment or as an exhibit to a report filed pursuant to
Sections 13(a), 13(c) or (d) of the Exchange Act.
** Filed herewith.
*** Previously filed.
Item 17. Undertakings
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made of
the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");
II-2
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that
are incorporated by reference in this Registration Statement.
(2) That, for purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered hereby which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, trustees and controlling persons of
the Registrant pursuant to the provisions described under Item 15 above or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer, trustee
or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
The undersigned Registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Trust
Indenture Act.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant, C-COR.net Corp., certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form S-3 and has duly
caused this Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of State
College, Commonwealth of Pennsylvania, on January 25, 2002.
C-COR.net CORP.
/S/ DAVID A. WOODLE
By: _______________________________
David A. Woodle
President, Chief Executive
Officer and Chairman
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
Signature Capacity Date
--------- -------- ----
/S/ DAVID A. WOODLE President, Chief Executive Officer January 25, 2002
- ------------------------- and Chairman
David A. Woodle (Principal Executive Officer)
/S/ WILLIAM T. HANELLY Chief Financial Officer, Secretary January 25, 2002
- ------------------------- and Treasurer
William T. Hanelly (Principal Financial Officer)
/S/ JOSEPH E. ZAVACKY Controller January 25, 2002
- ------------------------- (Principal Accounting Officer)
Joseph E. Zavacky
* Director January 25, 2002
- -------------------------
Donald M. Cook, Jr.
* Director January 25, 2002
- -------------------------
Michael J. Farrell
- ------------------------- Director
I. N. Rendall Harper, Jr.
II-4
Signature Capacity Date
--------- -------- ----
* Director January 25, 2002
- ------------------
John J. Omlor
- ------------------ Director
Rodney M. Royse
* Director January 25, 2002
- ------------------
Frank Rusinko, Jr.
* Director January 25, 2002
- ------------------
James J. Tietjen
*By: /s/ WILLIAM T. HANELLY
----------------------
William T. Hanelly
Attorney-in-fact
II-5
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
1.1* Form of Underwriting Agreement
4.1(a) Amended and Restated Articles of Incorporation of the Registrant (Filed as Exhibit 3(a) to Quarterly
Report on Form 10-Q for the period ended December 24, 1999, File No. 000-10726 and
incorporated herein by reference.)
4.1(b) Articles of Amendment of Amended and Restated Articles of Incorporation of the Registrant (Filed
as Exhibit 3(b) to Quarterly Report on Form 10-Q for the period ended December 24, 1999, File
No. 000-10726 and incorporated herein by reference.)
4.1(c) Articles of Amendment of Amended and Restated Articles of Incorporation of the Registrant (Filed
as Exhibit 3(c) to Quarterly Report on Form 10-Q for the period ended December 24, 1999, File
No. 000-10726 and incorporated herein by reference.)
4.1(d) Articles of Amendment of Amended and Restated Articles of Incorporation of the Registrant (Filed
as Exhibit 3(d) to Quarterly Report on Form 10-Q for the period ended December 24, 1999, File
No. 000-10726 and incorporated herein by reference.)
4.1(e) Statement with Respect to Shares of Series A Junior Participating Preferred Stock of the Registrant
(Filed as Exhibit 3(e) to Quarterly Report on Form 10-Q for the period ended December 24, 1999,
File No. 000-10726 and incorporated herein by reference.)
4.1(f) Articles of Amendment to Amended and Restated Articles of Incorporation of the Registrant (Filed
as Exhibit 3(f) to Quarterly Report on Form 10-Q for the period ended December 24, 1999, File
No. 000-10726 and incorporated herein by reference.)
4.1(g) Articles of Amendment to Amended and Restated Articles of Incorporation of the Registrant (Filed
as Exhibit 3(g) to Quarterly Report on Form 10-Q for the period ended December 24, 1999, File
No. 000-10726, and incorporated herein by reference.)
4.2 Amended and Restated Bylaws, as amended, of the Registrant (Filed as Exhibit 3.1 to Quarterly
Report on Form 10-Q for the period ended September 29, 2000, File No. 000-10726, and
incorporated herein by reference.)
4.3** Form of Indenture
4.4* Form of Senior Debt Security
4.5* Form of Subordinated Debt Security
4.6 Form of C-COR.net Common Stock Certificate (Filed as Exhibit 4.1 to Registration Statement on
Form S-8 filed on November 13, 2000, File No. 333-49826, and incorporated herein by reference.)
4.7* Form of C-COR.net Preferred Stock Certificate
4.8* Form of Warrant Agreement
5.1** Opinion of Ballard Spahr Andrews & Ingersoll, LLP
12.1** Statement re Computation of Ratios to Fixed Charges
15.1** Letter from KPMG LLP re Unaudited Interim Financial Information
23.1** Consent of Ballard Spahr Andrews & Ingersoll, LLP (included in Exhibit 5.1)
23.2** Consent of KPMG LLP
23.3** Consent of Arthur Andersen LLP
II-6
Exhibit
Number Description
- ------ -----------
24.1*** Power of Attorney (included on signature page)
25.1* Statement of Eligibility of the Trustee under the Trust Indenture Act of 1939
- --------
* To be filed by amendment or as an exhibit to a report filed pursuant to
Sections 13(a), 13(c) or 15(d) of the Exchange Act.
** Filed herewith.
*** Previously filed.
II-7