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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the Fiscal Year Ended June 30, 1995
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from to
Commission File Number: 0-10726
C-COR Electronics, Inc.
(Exact name of Registrant as specified in its charter)
Pennsylvania 24-0811591
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
60 Decibel Road, State College, Pennsylvania 16801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 814-238-2461
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None Not Applicable
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, $.10 par value
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. Yes (X) No ( )
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and
will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. (X)
As of September 8, 1995, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was $313,815,223.
As of September 8, 1995, the Registrant had 9,530,226 shares of Common Stock
outstanding.
Documents Incorporated by Reference:
1) 1995 Annual Report to Shareholders (Part I, II and IV)
2) Proxy Statement dated September 15, 1995 (Part III)
PART I
Item 1. Business
Introduction
C-COR Electronics, Inc. (the "Corporation") was incorporated in the Commonwealth
of Pennsylvania on June 30, 1953. The Corporation designs and manufactures
high-quality electronic equipment used in a variety of communication networks
worldwide. Principal customers include cable television (CATV) operators,
telephone companies, major broadcast markets and installers of broadband
communication networks for manufacturing plants, offices, campuses,
institutions, airports, and traffic control systems. In support of its products,
the Corporation offers a full line of technical customer services, including
network analysis, design, installation and maintenance assistance, and training.
The Corporation's headquarters is in State College, Pennsylvania, with
production facilities in State College, Reedsville and Tipton, Pennsylvania, and
Fremont, California. The Corporation maintains offices in Fremont; Denver,
Colorado; Chicago, Illinois; Toronto, Canada; Almere, The Netherlands; and Hong
Kong. The Corporation manufactures its analog fiber optic systems in Mexico.
During the past fiscal year, the Corporation was approved for ISO 9001
registration at three of its facilities, State College and Tipton, Pennsylvania,
and Fremont, California. It is expected that the Reedsville, Pennsylvania,
facility will achieve registration by the end of calendar year 1995. ISO 9001 is
the most comprehensive of all ISO 9000 series requirements and includes quality
assurance in design, development, production, installation and servicing. Once
registration is achieved, surveillance is scheduled at six month intervals and a
complete reassessment occurs in three years. Criteria for registration are set
by the International Organization for Standardization, whose function is to
develop global standards in an effort to improve the exchange of goods and
services internationally. This designation builds on the Corporation's
reputation as a high-quality, global provider of transmission electronics.
Products and Services
The Corporation provides three principal product families for use in broadband
voice, video, and data networks: radio frequency (RF) amplifiers, amplitude
modulation (AM) fiber optic equipment, and digital fiber optic systems.
Amplifiers include a series of FlexNet(TM) 750 MHz trunks, terminating
bridgers, and line extenders designed specifically for use in today's widely
accepted hybrid fiber/coax network architectures. Other RF distribution products
available from the Corporation include push-pull, power doubling, and
feedforward technologies; trunk, minitrunk, and split-band amplifiers; main line
passives to 1 GHz, and Cable Network Manager (CNM(TM)), a network management
software system. Additions to the product line in fiscal year 1995 include a
series of 750 MHz amplifiers designed and manufactured to meet the stringent
requirements of coaxial-based telecommunications systems. Also available is a 90
Volt powering option for the Corporation's advanced technology amplifiers.
LinkNet(TM), the Corporation's new generation of AM fiber optic transmission
equipment, was first introduced in fiscal year 1994. Ideally suited for today's
fiber-rich architectures, the LinkNet (TM) family includes a broad range of
both headend and strand-mounted equipment, including state-of-the-art
distributed feedback (DFB) transmitters; strand mount forward path receivers,
and rack mount receivers for return-path applications.
The Corporation's digital fiber optic products include multi and single channel
uncompressed digital video systems, including optical transmitters and
receivers, video and audio codecs, and intermediate frequency (IF) modulators
and quad RF converters. New to this product line in fiscal year 1995 were
C-COR's 3.1 Gb/s multichannel optical terminals. Applications for the digital
fiber optic product family include cable television, distance learning,
intelligent highways, broadcast, and satellite earth station interconnects.
In support of its products, the Corporation offers a complete line of technical
customer services, including pre-sale analysis and consultation, network design,
field engineering, technical documentation, training seminars, and equipment
repair and testing.
Sales and Distribution
The Corporation's principal customers include operators of communication
networks worldwide. Most of the Corporation's sales were of equipment
manufactured or provided by the Corporation, with the remainder being from
services. Sales efforts are conducted from the Corporation's headquarters; from
offices in California, Colorado, Illinois, Canada and Europe; and from 15
regional sales offices located throughout the United States.
For the fiscal year ended June 30, 1995, the Corporation's international sales
represented 39% of net sales, primarily in the Canadian, Asian, European, and
Latin American markets. In the fiscal years ended June 24, 1994, and
June 25, 1993, international sales were 25% and 25%, respectively, of net sales.
(See the discussion of segment information in the Corporation's 1995 Annual
Report to Shareholders, Note O, incorporated herein by reference).
During the past fiscal year, the Corporation's CATV customers who made purchases
have included 24 of the 25 largest system operators* in the United States. The
Corporation's largest customers during the fiscal year ended June 30, 1995, were
Rogers Cablesystems, Inc., accounting for 21% of net sales and Time Warner
Cable, accounting for 19% of net sales. During the fiscal year ended June 24,
1994, the Corporation's largest customers were Time Warner Cable, accounting for
25% of the net sales, and Rogers Cablesystems, Inc., accounting for 17% of the
net sales. During the fiscal year ended June 25, 1993, the Corporation's largest
customer was Time Warner Cable, accounting for 11% of the net sales. No
other customers accounted for 10% or more of net sales in any of the three
fiscal years ended June 30, 1995.
At June 30, 1995, the Corporation's backlog of orders was $54.7 million; at June
24, 1994, it was $38.9 million; and at June 25, 1993, it was $9.2 million.
*The ranking of system operators herein is based upon number of subscribers
served, as published by Cablevision - July 17, 1995, International Thomson
Communications, Inc., Denver, Colorado.
Research and Product Development
The Corporation operates in an industry that is subject to rapid changes in
technology. The Corporation's ability to compete successfully depends in large
part upon its ability to react to such changes. Accordingly, the Corporation is
engaged in ongoing research and development (R&D) activities that are intended
to advance existing product lines, provide custom-designed variations of
existing product lines, and develop or evaluate new products. R&D activities for
RF and AM fiber optic products are conducted at the Corporation's headquarters,
while digital fiber optic product development activities occur at the
Corporation's California location. The Corporation has an interdepartmental
team which assigns product development priorities. The result is a
market-driven set of guidelines for the timely development of new products.
During this past fiscal year, research and product development
expenditures have been primarily directed at continuing the Corporation's
commitment to the new RF and fiber optic technology products that enhance its
image as a technology leader in the industry.
The Corporation currently employs 463 degreed engineers and technicians
worldwide, 73 of whom are dedicated to research and product development. The
remainder are involved in such corporate activities as sales, sales engineering,
product management, manufacturing support and test, and a variety of service
functions.
During the fiscal years ended June 30, 1995, June 24, 1994, and June 25, 1993,
the Corporation spent approximately $6,622,000, $4,337,000 and $3,326,000,
respectively, on R&D, primarily related to RF distribution equipment and fiber
optic systems. None of the research and product development expenditures have
been capitalized.
Competition
The Corporation's products are marketed with emphasis on their premium quality
and are generally priced competitively with other manufacturers' product lines.
Equipment reliability, superior customer service and an enhanced warranty
program are several of the bases for competition. In these respects, the
Corporation considers its competitive position to be favorable. Other bases for
competition include pricing and technological leadership. Although less
expensive products are available, the Corporation believes it is in a good
competitive position with respect to pricing. The Corporation believes that its
strong commitment to efficient network design, a broad offering of technical
customer services, and its focus on R&D enhance its competitive position in the
market.
There are several competing equipment vendors selling network products in the
United States, a few of which have greater sales of similar equipment than the
Corporation. However, the Corporation is regarded as having a broader product
line in the RF distribution amplifier segment of the market.
Currently CATV networks serve more than 60 million subscribers in the United
States. CATV construction has evolved to the point where this network passes
over 92% of the homes in the United States. The CATV industry claims that their
market penetration exceeds 55% and is approaching 60%. Over the next several
years, most industry observers expect this trend to continue. However, there are
alternative methods of distributing entertainment video or information services
to subscribers. All of the vehicles compete, to a limited extent, with
conventional CATV services. The alternative distribution technologies include
Off Air of Broadcast Service, Multipoint Multichannel Distribution Service
(MMDS), Satellite Master Antenna Television (SMATV) and Direct Broadcast
Satellite Service (DBS). As a general rule, these alternative technologies are
limited in terms of their ability to deliver two-way service and local
programming. There is a general consensus in the telecommunications industry
that these alternative technologies will mature to the point that they
serve a relatively narrow segment of the market. A CATV network by
definition has two-way capability and has the ability to deliver vast amounts
of information to subscribers. Evidence suggests the CATV industry is uniquely
positioned to benefit from the evolution that is occurring in the
telecommunications industry. Similarly, due to its reputation and long
standing tradition of serving the CATV industry with excellence, the
Corporation is strategically positioned to grow and expand with the industry.
External Influences/Industry
The primary market factors affecting the CATV industry include access to
financial markets, technology advancements and governmental regulation. During
the Corporation's fiscal year 1991, many lending institutions designated
loans to multiple system operators as "highly leveraged transactions"
(HLT's) and aggressively clamped down on the size and terms of loans to
this specific group. This fiscal conservatism in the capital markets
curtailed a large portion of the industry's capital expenditures.
The entire CATV industry experienced a downturn which caused many equipment
vendors to downsize their operations. During the past three years, most
cable operators have focused on strengthening their balance sheets. At the
same time, lending institutions began to relax many of their more stringent
lending policies. Currently, the CATV industry is experiencing
considerable strategic acquisition and alliance activity. In the area of
technology, advancements in the CATV network are occurring at a rapid rate.
Traditional, one-way broadband amplifier cascades are being replaced with
two-way, hybrid fiber/coax (HFC) architectures which employ fiber optic
electronics to small residential cells (serving areas). CATV operators
have concluded that constructing an HFC network is a sound tactical decision
that could have significant strategic advantages in the future as networks
become more interactive in nature. A number of telephone companies (telcos)
have come to the same conclusion. The Corporation has combined its strength
in conventional RF amplifiers with an increasing presence in the areas of
digital and analog fiber optic equipment and believes that it is strongly
positioned to be an aggressive competitor in the evolving interactive
multimedia network industry.
Historically, the CATV industry has been allowed to operate in a relatively
regulation free environment. The assumption that policy makers had made was that
a "free market" approach would encourage technology advancements and encourage
CATV operators to build a ubiquitous network. However, in 1992, faced with
increased subscriber complaints regarding the pricing structure and level of
service being provided by CATV operators, the Federal Communications Commission
(FCC) concluded that it was now appropriate to regulate the CATV industry. The
Cable Act of 1992 established policies regarding programming, service and CATV
rates. Along with CATV rate freezes, the FCC included an "incentive upgrade
plan" in an attempt to encourage operators to continue their upgrade schedule.
In addition, many operators have adopted a strategy of focusing on the
"non-regulated" side of their business, namely, new programming and voice
service.
Over the last several years, there has been a softening in the position held at
the FCC prohibiting the telcos from entering into the video business. In August
1993, a federal judge presiding over a U.S. District Court ruled in favor of
Bell Atlantic, allowing them to provide video programming to customers inside
their telephone service areas. In a similar ruling in June 1994, a federal judge
in Seattle ruled that US West should have the right to offer video programming
in its 14 state region. Across the U.S. all seven of the Regional Bell Operating
Companies (RBOC) are either planning or currently constructing networks which
will support video experiments.
The sentiment in Washington appears to support a competitive environment for the
delivery of voice, video and data services. In June 1995, the Senate
overwhelmingly passed Telcom Reform Bill S.652. The House passed HR 1555 in
August 1995, by a two-to-one margin. Currently the two are being combined into a
conference report which will be voted upon by the Senate and House. Upon
passage, the legislation will be forwarded to the White House. Key provisions of
both the House and Senate bills which are perceived to have a benefit for the
Corporation are that they: permit telephone companies to sell video services,
and in some cases, to buy out local cable companies; allow cable operators
to charge what they wish for many channels; allow RBOCs to sell long distance
services, under certain conditions; require local phone companies to open
their networks to competitors; and allow RBOCs to manufacture customer
equipment. A competitive environment in the communications industry is
expected to have a positive impact on the Corporation. If its two major
customer groups (CATV operators and telephone companies) are competing to build
networks and offer similar services, the Corporation stands to benefit near
and long term as a key equipment provider for those networks.
Employees
The Corporation had 1,409 employees (as well as an additional 85 temporary
personnel) as of September 1, 1995, of whom approximately 70% are engaged in
manufacturing, inspection, and quality control activities. The remainder are
engaged in executive, administrative, sales, product development, research, and
technical customer services activities. The staff includes 65 engineers with
baccalaureate or more advanced degrees, and an additional 398 persons with at
least two years of technical college or military education equivalent to a
2-year degree. None of the employees are represented by a collective bargaining
representative.
Suppliers
The Corporation monitors supplier delivery performance and quality very closely
and employs a strategy of limiting the total number of suppliers to those who
are quality leaders in their respective specialties and who will work with the
Corporation as partners in the supply function. Typical items purchased are
diecast aluminum housings, RF hybrids, printed circuit boards, and standard
electronic components.
The Corporation's finished goods inventory has traditionally been maintained at
a level adequate to satisfy customer delivery requirements, and monthly
production has been scheduled at a rate that approximates monthly shipping
volume. Late in fiscal year 1995, and continuing through fiscal year 1996, the
Corporation has launched the RapidCycle(R) Program*. The goal of this
corporate-wide effort is to improve delivery intervals, reduce inventory and cut
working capital. The anticipated result is enhanced customer service, increased
market share and additional cash to stimulate growth and company value.
Arrangements for the return of merchandise and payment terms are consistent with
those of the industry.
*RapidCycle(R) is a registered trademark of The George Group.
Item 2. Properties
The Corporation's executive offices, primary research facilities, and principal
manufacturing plant are located in State College, Pennsylvania. Facilities have
expanded at this location to their present size of 133,000 square feet. This
includes a 90,000 square foot, two story addition that was completed in
December 1994. This new facility is occupied by the Corporation's manufacturing
functions as well as its services groups, including the equipment service
center, network design, technical customer services, two environmental chambers
and a fully-equipped training center. The existing 43,000 square foot facility,
which is on one level, is currently being renovated. The renovation, expected to
be fully completed in October 1995, includes expansion of the engineering
lab, and administrative offices. The full project has required significant
capital expenditures, including the purchase of ergonomic work stations,
advanced surface mount technology and test equipment, and an upgrade of the
Corporation's corporate information system. As of September 1, 1995, there were
544 employees based at this location.
The Corporation owns a 40,000 square foot manufacturing facility in Tipton,
Pennsylvania, located approximately 30 miles from the corporate headquarters in
State College. The plant is situated on a 15-acre site in an industrial park. As
of September 1, 1995, there were 515 employees at this location.
During the fiscal year ended June 30, 1995, the Corporation leased and began
occupying a 60,000 square foot manufacturing facility in Reedsville,
Pennsylvania, located approximately 25 miles from the corporate headquarters in
State College, Pennsylvania. A total of 232 employees were at this location as
of September 1, 1995.
The Corporation leases and occupies a 30,000 square foot facility in Fremont,
California. The facility is used primarily for the development and manufacture
of digital fiber optic equipment. A total of 74 employees were at this location
as of September 1, 1995.
During the fiscal year ended June 30, 1995, the Corporation leased and began
occupying a 6,790 square foot sales office in Denver, Colorado. A total of 12
employees were at this location as of September 1, 1995.
During the fiscal year ended June 30, 1995, the Corporation leased and began
occupying a 308 square foot sales office in Chicago, Illinois. A total of 2
employees were at this location as of September 1, 1995.
The Corporation's international office is located in Almere, The Netherlands, in
a leased 14,100 square foot facility. The location houses sales, marketing, and
field engineering personnel. A total of 15 employees were at this location as of
September 1, 1995.
The Corporation's Canadian office, located in Ajax, Ontario, Canada, leases and
occupies a 5,000 square foot facility for its sales, marketing, repair, and
field engineering personnel. A total of 14 employees were at this location as of
September 1, 1995.
The Corporation has established an office in Hong Kong where one employee is
engaged in sales and marketing activities.
Item 3. Legal Proceedings
On or about March 31, 1995, James and Elizabeth McCarthy, who own 150 shares of
the Registrant's Common Stock, filed a complaint in the United States District
Court for the Eastern District of Pennsylvania against the Corporation and its
Chief Executive Officer, Richard E. Perry, alleging that, during the period
January 17, 1995, through March 24, 1995, the defendants knowingly or recklessly
omitted material information about the Registrant in violation of Sections 10
(b) and 20 (a) of the Securities Exchange Act of 1934 and common law. The
complaint seeks permission to proceed as a class action on behalf of certain
persons who purchased shares of the Registrant's Common Stock during the period
January 17, 1995, through March 24, 1995, and who were allegedly damaged. The
complaint seeks compensatory damages in an unspecified amount and costs and
expenses relating to the complaint, including reasonable attorneys' fees.
The Corporation denies plaintiff's allegations and has filed a motion to dismiss
the complaint on the grounds, inter alia, that the statements made in its
January 17, 1995, press release are true. The motion has not yet been decided.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during the fourth
quarter of the fiscal year ended June 30, 1995.
Executive Officers of the Registrant
All executive officers of the Corporation are elected annually at the Annual
Meeting of the Board of Directors (which is normally held on the date of the
Annual Meeting of Shareholders of the Corporation) to serve in their office for
the next succeeding year and until their successors are duly elected and
qualified. The listing immediately following this paragraph gives certain
information about the Corporation's executive officers, including the age,
present position, and business experience during the past five years.
Richard E. Perry, 65, Chairman since June 1986. President(*) from July 1985 to
December 1992; Chief Executive Officer since July 1985.
David J. Eng, 42, Vice President-Sales and Marketing since August 1994.
Director, Regional Telephony Sales, Scientific Atlanta, Inc.
from March 1993 to July 1994; Regional Sales Manager, Scientific Atlanta, Inc.
from April 1985 to February 1993.
Robert E. Hoffman, 51, Vice President-Engineering since June 1994.
Vice President-Engineering, Cincinnati Microwave, Inc. from January 1993 to
June 1994; President/CEO, Comband Technologies, Inc. from July 1986 to
December 1992.
Chris A. Miller, 42, Vice President-Finance, Secretary and Treasurer since July
1995; Controller, Planning Manager and Assistant Secretary from February 1993 to
July 1995. Controller and Assistant Secretary from February 1987 to
February 1993.
Donald F. Miller, 53, Vice President-Operations and Manufacturing since August
1995. Plant Manager since September 1987.
Gerhard B. Nederlof, 47, Vice President-International since January 1992.
Managing Director of DataCable B.V. from November 1981 to January 1992.
(*)The position of President has been vacant since March 31, 1995, when Daniel
W. Finch resigned from his positions as President and Chief Operating Officer.
PART II
Item 5. Market for the Registrant's Common Stock and Related Stockholder
Matters
The information required by this item is incorporated herein by reference to
page 28 of the Registrant's 1995 Annual Report to Shareholders under the caption
"Stock Listing".
Item 6. Selected Financial Data
The information required by this item is incorporated herein by reference to
page 1 of the Registrant's 1995 Annual Report to Shareholders.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The information required by this item is incorporated herein by reference to
pages 14 and 15 of the Registrant's 1995 Annual Report to Shareholders.
Item 8. Financial Statements and Supplementary Data
The information required by this item is incorporated herein by reference to
pages 16 through 26 of the Registrant's 1995 Annual Report to Shareholders.
Item 9. Changes and Disagreements on Accounting and Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
The information with respect to Directors required by this item is incorporated
herein by reference to pages 2 and 3 of the Registrant's Proxy Statement dated
September 15, 1995.
The information with respect to Executive Officers required by this item is set
forth in Part I of this report.
The information with respect to compliance with Section 16 (a) of The Securities
Exchange Act of 1934 is incorporated herein by reference to page 11 of the
Registrant's Proxy Statement dated September 15, 1995.
Item 11. Executive Compensation
The information required by this item is incorporated herein by reference to
pages 6 through 11 of the Registrant's Proxy Statement dated September 15, 1995.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this item is incorporated herein by reference to
pages 3, 5 and 6 of the Registrant's Proxy Statement dated September 15, 1995.
Item 13. Certain Relationships and Related Transactions
The Registrant had no related transactions or relationships requiring disclosure
under Regulation S-K, Item 404, during the fiscal year 1995, nor are any such
transactions or relationships currently under proposal.
PART IV
Item 14. Exhibits, Financial Statements and Reports on Form 8-K
(a) The following documents are filed as part of this report:
(1) As indicated in Item 8 of Part II, the following financial statements
of the Registrant included in the Registrant's 1995 Annual Report to
Shareholders for the year ended June 30, 1995, are incorporated by reference
to pages 16 through 26 of the Registrant's Annual Report to Shareholders.
Consolidated Balance Sheets -- Years ended June 30, 1995, and June 24, 1994.
Consolidated Statements of Income -- Years ended June 30, 1995, June 24, 1994
and June 23, 1993.
Consolidated Statements of Cash Flows -- Years ended June 30, 1995, June 24,
1994 and June 25, 1993.
Consolidated Statements of Shareholders' Equity -- Years ended June 30, 1995,
June 24, 1994 and June 25, 1993.
Notes to Consolidated Financial Statements.
(2) The following financial statement schedule of the Registrant is filed as a
part of this Report:
Schedule II -- Valuation and Qualifying Accounts
Schedules, other than the one listed above, have been omitted because they are
not applicable or the required information is shown in the consolidated
financial statements or notes thereto.
(3) Exhibits
NUMBER DESCRIPTION OF DOCUMENTS
(2) (a) Option Agreement to purchase COMLUX shares plus exhibits dated December
1, 1989 by and among the Registrant, COMLUX, Joseph Hawkins, Thomas Reynolds and
Kenneth Regnier (incorporated by reference to Exhibit (2) (a) to the
Registrant's Form 10-K for the year ended June 30, 1990, Securities and Exchange
Commission File No. 0-10726).
(2) (b) Agreement and Plan of Merger dated July 2, 1990, between the Registrant,
C-COR/COMLUX, Inc. and COMLUX (incorporated by reference to Exhibit (2) (b) to
the Registrant's Form 10-K for the year ended June 30, 1990, Securities and
Exchange Commission File No. 0-10726).
(2) (c) Agreement regarding income taxes dated September 13, 1990, by and among
the Registrant, C-COR/COMLUX, Inc. and the Shareholders of COMLUX (incorporated
by reference to Exhibit (2) (c) to Registrant's Form 10-K for the year ended
June 30, 1990, Securities and Exchange Commission File No. 0-10726).
(2) (d) Agreement for Purchase of Shares by and between C-COR Europe B.V.
("Purchaser") and Nederlof Holding B.V. and Matel B.V.
("Vendors") dated January 17, 1992,(incorporated by reference to
Exhibit (2)(d) to the Registrant's Form 10-K for the year ended June 26, 1992,
Securities and Exchange Commission File No. 0-10726).
(3) (a) Restated Articles of Incorporation of Registrant (incorporated
by reference to Exhibit 3-a.1. to Amendment No. 2 to Form S-1 Registration
Statement, File No. 2-70661).
(3) (b) Amendment to Articles of Incorporation of Registrant filed on September
21, 1995.
(3) (c) Bylaws of Registrant, as amended October 27, 1987, (incorporated by
reference to Exhibit (3) (b) to the Registrant's Form 10-K for the year ended
June 30, 1988, Securities and Exchange Commission File No. 0-10726).
(4) Specimen of Common Stock Certificate (incorporated by reference to
Exhibit 4 to Amendment No. 1 to Form S-1 Registration Statement,
File No. 2-70661).
(10) (a) Forms of Indemnification Agreement between the Registrant and certain
officers and directors (incorporated by reference to Exhibit (10) (h) to the
Registrant's Form 10-K for the year ended June 30, 1988, Securities and Exchange
Commission File No. 0-10726).
(10) (b) 1988 Stock Option Plan (incorporated by reference to Exhibit 28 to
Form S-8 Registration Statement, File No. 33-27440).
(10) (c) Registrant's Retirement Savings and Profit Sharing Plan effective July
1, 1989, (incorporated by reference to Exhibit (10) (s) to the Registrant's Form
10-K for the year ended June 30, 1989, Securities and Exchange Commission File
No. 0-10726).
(10) (d) Deferred Compensation Plan between the Registrant and Richard E. Perry
dated December 6, 1989, (incorporated by reference to Exhibit (10) (y) to the
Registrant's Form 10-K for the year ended June 30, 1990, Securities and
Exchange Commission File No. 0-10726).
(10) (e) 1989 Non-Employee Directors' Non-Qualified Stock Option Plan
(incorporated by reference to Exhibit 28 to Form S-8 Registration Statement,
File No. 33-35208).
(10) (f) Forms of Indemnification Agreement between the Registrant and certain
officers and directors (incorporated by reference to Exhibit (10) (aa) to the
Registrant's Form 10-K for the year ended June 30, 1990, Securites and Exchange
Commission File No. 0-10726).
(10) (g) Indemification Agreement dated January 2, 1991, between the Registrant
and certain directors (incorporated by reference to Exhibit (10)(gg) to the
Registrants' form 10-K for the year ended June 28, 1991, Securities and Exchange
Commission File No. 0-10726).
(10)(h) Employment Agreement dated January 1, 1992, between the
Registrant and Gerhard B. Nederlof (incorporated by reference to Exhibit (10)(v)
to the Registrant's Form 10-K for the year ended June 26, 1992, Securities and
Exchange Commission File No. 0-10726).
(10) (i)Management Agreement dated January 17, 1992, between DataCable B.V.
and Matel Holding B.V. (incorporated by reference to Exhibit (10)(aa) to the
Registrant's Form 10-K for the year ended June 26, 1992, Securities and Exchange
Commission File No. 0-10726).
(10) (j) Supplemental Agreement dated January 28, 1992, to Management Agreement
dated January 17, 1992, between DataCable B.V. and Matel Holding B.V.
(incorporated by reference to Exhibit (10) (bb) to the Registrant's Form 10-K
for the year ended June 26, 1992, Securities and Exchange Commission File No.
0-10726).
(10) (k) Indemnification Agreement dated February 3, 1992, between the
Registrant and Gerhard B. Nederlof (incorporated by reference to Exhibit (10)
(gg) to the Registrant's Form 10-K for the year ended June 26, 1992, Securities
and Exchange Commission File No. 0-10726).
(10) (l) 1992 Employee Stock Purchase Plan (incorporated by reference to
Exhibit 4.2 to Form S-8 Registration Statement, File No. 33-66590).
(10) (m) Supplemental Retirement Plan Participation Agreement dated April 20,
1993, between the Registrant and Gerhard B. Nederlof (incorporated by reference
to Exhibit (10) (bb) to the Registrant's Form 10-K for the year ended June 25,
1993, Securities and Exchange Commission File No. 0-10726).
(10) (n) Change of Control Agreement dated May 21, 1993, between the Registrant
and Gerhard B. Nederlof (incorporated by reference to Exhibit (10) (gg) to the
Registrant's Form 10-K for the year ended June 25, 1993, Securities and Exchange
Commission File No. 0-10726).
(10)(o) Fiscal Year 1994 Profit Incentive Plan (incorporated by reference to
Exhibit (10) (ll) to the Registrant's Form 10-K for the year ended June 25,
1993, Securities and Exchange Commission File No. 0-10726).
(10) (p) Amended and Restated Employment Agreement dated
April 19, 1994, between the Registrant and Richard E. Perry (incorporated by
reference to Exhibit (10) (cc) to the Registrant's Form 10-K for the year
ended June 24, 1994, Securities and Exchange Commission File No. 0-10726).
(10) (q) Agreement dated June 9, 1994, between the Registrant and Ralph J.
Albarano and Sons, Inc. for the construction of a "new manufacturing and
office building" (incorporated by reference to Exhibit (10)(dd) to the
Registrant's Form 10-K for the year ended June 24, 1994, Securities and Exchange
Commission File No. 0-10726).
(10) (r) Change of Control Agreement dated June 27, 1994, between the Registrant
and Robert E. Hoffman (incorporated by reference Exhibit (10) (ee) to the
Registrant's Form 10-K for the year ended June 24, 1994, Securities and Exchange
Commission File No. 0-10726).
(10) (s) Form of Indemnification Agreement dated June 27, 1994, between the
Registrant and Robert E. Hoffman (incorporated by reference to Exhibit (10)
(gg) to the Registrant's Form 10-K for the year ended June 24, 1994, Securities
and Exchange Commission File No. 0-10726).
(10) (t) Supplemental Retirement Plan Participation Agreement dated June 27,
1994, between the Registrant and Robert E. Hoffman (incorporated by reference to
Exhibit (10) (ii) to the Registrant's Form 10-K for the year ended June 24,
1994, Securities and Exchange Commission File No. 0-10726).
(10) (u) Note and Security Agreement dated August 31, 1994, between the
Registrant and Mellon Bank, N.A. (incorporated by reference to Exhibit (10) (kk)
to the Registrant's Form 10-K for the year ended June 24, 1994, Securities and
Exchange Commission File No.0-10726).
(10) (v) Supplement to Note and Security Agreement dated August 31, 1994,
between the Registrant and Mellon Bank, N.A. (incorporated by reference to
Exhibit (10) (ii) to the Registrant's Form 10-K for the year ended June 24,
1994, Securities and Exchange Commission File No. 0-10726).
(10) (w) Revolving Line of Credit Agreement dated August 31, 1994, between the
Registrant and Mellon Bank, N.A. (incorporated by reference to Exhibit (10) (mm)
to the Registrant's Form 10-K for the year ended June 24, 1994, Securities and
Exchange Commission File No. 0-10726).
(10) (x) Supplement to Revolving Line of Credit Agreement dated August 31, 1994,
between the Registrant and Mellon Bank, N.A. (incorporated by reference to
Exhibit (10) (nn) to the Registrant's Form 10-K for the year ended June 24,
1994, Securities and Exchange Commission File No. 0-10726).
(10) (y) Change of Control Agreement dated August 22, 1994, between the
Registrant and David J. Eng (incorporated by reference to Exhibit (10) (oo) to
the Registrant's Form 10-K for the year ended June 24, 1994, Securities and
Exchange Commission File No. 0-10726).
(10) (z) Form of Indemnification Agreement dated August 22, 1994, between the
Registrant and David J. Eng (incorporated by reference to Exhibit (10) (pp) to
the Registrant's Form 10-K for the year ended June 24, 1994, Securities and
Exchange Commission File No. 0-10726).
(10) (aa) Supplemental Retirement Plan Participation Agreement dated August 22,
1994, between the Registrant and David J. Eng (incorporated by reference to
Exhibit (10) (qq) to the Registrant's Form 10-K for the year ended June 24,
1994, Securities and Exchange Commission File No. 0-10726).
(10) (bb) Fiscal Year 1995 Profit Incentive Plan (incorporated by reference to
Exhibit (10) (rr) to the Registrant's Form 10-K for the year ended June 24,
1994, Securities and Exchange Commission File No. 0-10726).
(10) (cc) Note and Security Agreement dated June 21, 1995, between the
Registrant and Mellon Bank, N.A.
(10) (dd) Supplement to Note and Security Agreement dated June 21, 1995, between
the Registrant and Mellon Bank, N.A.
(10) (ee) Revolving Line of Credit Agreement dated June 21, 1995, between the
Registrant and Mellon Bank, N.A.
(10) (ff) Supplement to Revolving Line of Credit Agreement dated June 21, 1995,
between the Registrant and Mellon Bank, N.A.
(10) (gg) Change of Control Agreement dated May 23, 1995, between the
Registrant and Joseph E. Zavacky.
(10) (hh) Form of Indemnification Agreement dated May 23, 1995, between the
Registrant and Joseph E. Zavacky.
(10) (ii) Supplemental Retirement Plan Participation Agreement dated May 22,
1995, between the Registrant and Chris A. Miller.
(10) (jj) Change of Control Agreement dated May 22, 1995, between the
Registrant and Chris A. Miller.
(10) (kk) Form of Indemnification Agreement dated May 22, 1995, between the
Registrant and Chris A. Miller.
(10) (ll) Supplemental Retirement Plan Participation Agreement dated August24,
1995, between the Registrant and Donald F. Miller.
(10) (mm) Change of Control Agreement dated August 24, 1995, between the
Registrant and Donald F. Miller.
(10) (nn) Form of Indemnification Agreement dated August 24, 1995, between the
Registrant and Donald F. Miller.
(10) (oo) Lease Agreement dated November 10, 1994, between the Registrant and
Mifflin County Industrial Development Corporation for a manufacturing building.
(10) (pp) Fiscal Year 1996 Profit Incentive Plan.
(11) Statement re Computation of Earnings Per Share.
(13) Annual Report to Shareholders for the year ended June 30, 1995.
(21) Subsidiaries of the Registrant.
(23) Consent of Independent Auditors
(27) Financial Data Schedule.
(b) Reports on Form 8-K filed in the fourth quarter of the fiscal year 1995:
Form 8-K dated March 31, 1995, to report under Item 5 that a complaint was filed
in the United States District Court for the Eastern District of
Pennsylvania against the Corporation and one of its executive officers alleging
that, during the period January 17, 1995, through March 24, 1995, the defendants
knowingly or recklessly omitted material information about the Registrant in
violation of Sections 10 (b) and 20 (a) of the Securities Exchange Act of 1934
and common law.
Form 8-K date May 10, 1995, to report under Item 5 that Daniel W. Finch had
resigned as President and Chief Operating Officer of the Registrant.
(c) Exhibits: See (a)(3) above.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
C-COR ELECTRONICS, INC.
(Registrant)
September 20, 1995
/s/Richard E. Perry
Chairman and Chief Executive Officer
(principal executive officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated on the 20th day of September 1995.
/s/Richard E. Perry, Director, Chairman
/s/Frank Rusinko, Jr., Director
/s/Donald M. Cook, Jr., Director
/s/James J. Tietjen, Director
/s/I.N. Rendall Harper, Jr., Director
/s/Philip L. Walker, Jr., Director
Anne P. Jones, Director
/s/Chris A. Miller, Vice President-Finance,
Secretary and Treasurer (principal
financial officer)
/s/John J. Omlor, Director
Independent Auditors' Report
The Board of Directors
C-COR Electronics, Inc. and Subsidiaries:
Under date of August 4, 1995, we reported on the consolidated balance sheets of
C-COR Electronics, Inc. and Subsidiaries as of June 30, 1995 and June 24, 1994
and the related statements of income, shareholders' equity, and cash flows for
each of the years in the three-year period ended June 30, 1995 as contained in
the 1995 Annual Report to Shareholders. These consolidated financial statements
and our report thereon are incorporated by reference in the Annual Report on
Form 10-K for the three-year period ended June 30, 1995. In connection with our
audits of the aforementioned consolidated financial statements, we also have
audited the related financial statement schedule for the three-year period ended
June 30, 1995 as listed at Item 14(a)(2). This financial statement schedule is
the responsibility of the Company's management. Our responsibility is to express
an opinion on this financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.
KPMG Peat Marwick LLP
State College, Pennsylvania
September 25, 1995
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNTS
COL. A COL. B COL. C COL. D COL. E
ADDITIONS
DESCRIPTION Balance Charged Charged to Balance
at Beginning to Costs Other Accounts- Deductions- at End
of Period and Expenses Describe Describe of Period
Year ended June 30, 1995
Deduction from Asset Accounts:
Allowance for Doubtful Accounts $ 348,000 $ 313,000 $0 $ 4,000(1) $ 657,000
Reserve for Inventory
Obsolescence 648,000 1,277,000 0 476,000(2) 1,449,000
$ 996,000 $1,590,000 $0 $ 480,000 $2,106,000
Product Warranty Reserve $ 602,000 $2,358,000 $0 $1,206,000(3) $1,754,000
Year ended June 24, 1994
Deduction from Asset Accounts:
Allowance for Doubtful Accounts $ 433,000 $ 75,000 $0 $ 160,000(1) $ 348,000
Reserve for Inventory
Obsolescence 552,000 1,422,000 0 1,326,000(2) 648,000
$ 985,000 $1,497,000 $0 $1,486,000 $ 996,000
Product Warranty Reserve $ 237,000 $ 699,000 $0 $ 334,000(3) $ 602,000
Year ended June 25, 1993
Deduction from Asset Accounts:
Allowance for Doubtful Accounts $ 502,000 $ 83,000 $0 $ 152,000(1) $ 433,000
Reserve for Inventory
Obsolescence 864,000 792,000 0 1,104,000(2) 552,000
$1,366,000 $ 875,000 $0 $1,256,000 $ 985,000
Product Warranty Reserve $ 0 $ 561,000 $0 $ 324,000(3) $ 237,000
(1) Uncollectible accounts written off, net of recoveries.
(2) Obsolete inventory disposals.
(3) Warranty claims honored during year.