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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 28, 1996
( ) 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 of (I.R.S. Employer
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 6, 1996, the aggregate market value of the voting stock held by
non-affiliates of the Registrant was $147,567,781.
As of September 6, 1996, the Registrant had 9,609,496 shares of Common Stock
outstanding.
Documents Incorporated by Reference:
1) 1996 Annual Report to Shareholders (Parts I, II and IV)
2) Proxy Statement dated September 13, 1996 (Part III)
PART I
Item 1. Business
Some of the information presented in this report constitutes forward looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Although the Corporation believes that its expectations are based on
reasonable assumptions within the bounds of its knowledge of its business and
operations, there can be no assurance that actual results will not differ
materially from its expectations. Factors which could cause actual results to
differ from expectations include the timing of orders received from customers,
the gain or loss of significant customers, changes in the mix of products sold,
changes in the cost and availability of parts and supplies, regulatory changes
affecting the telecommunications industry, in general, and the Corporation's
operations, in particular, competition and changes in domestic and international
demand for the Corporation's products and other factors which may impact
operations and manufacturing.
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 (telcos), major broadcast companies and installers of
broadband communication networks for manufacturing plants, offices, campuses,
institutions, airports, and traffic control systems. The Corporation's
headquarters are in State College, Pennsylvania, and its manufacturing
facilities are in State College, Reedsville and Tipton, Pennsylvania, and
Fremont, California. The Corporation also maintains administrative offices in
Fremont, California; Denver, Colorado; Toronto, Canada; Almere, The Netherlands;
and Hong Kong.
The Corporation has been approved for ISO 9001 registration at all four of its
manufacturing facilities. ISO 9001 is the most comprehensive of all ISO 9000
series requirements and includes quality assurance in design, development,
production, installation and servicing. 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(R) 862 MHz and 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 system.
Additions to the product line in fiscal year 1996 included a series of 862 MHz
amplifiers which offer advanced powering capabilities for today's complex
communications networks. Also new was the I-Flex(TM) global product family,
specially designed for fiber intensive architectures that require cabinet and
pedestal mount housings. Featuring 862 MHz bandwidth capability, the I-Flex(TM)
product line consists of amplifiers and fiber optic nodes.
The Corporation's AM fiber optic series includes the new FlexNode(TM), designed
to provide ease of migration to fiber service area subdivision and to support
flexible reverse path networking capability. Other products in this series
include a range of headend and strand-mounted equipment, including rack mount
forward path receivers and reverse path transmitters.
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. Digital fiber optic products include the 3.1 Gb/s
multichannel optical terminals and a series of single channel products. Under
development is the System 4000, a modular, shelf-based design, built on the
Corporation's traditional 194 Mb transmission rate. Its flexible configuration
accommodates a wide variety of applications, such as consolidation of CATV
headends, studio to satellite links, and interconnection of schools for distance
learning.
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 comprised 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, Canada and Europe; and from 13 regional sales
offices located throughout the United States.
For the fiscal year ended June 28, 1996, 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 30, 1995, and June 24,
1994, international sales were 39% and 25%, respectively, of net sales. (See the
discussion of segment information in the Corporation's 1996 Annual Report to
Shareholders, Note P, incorporated herein by reference.)
During the past fiscal year, the Corporation's CATV customers have included
almost all of the largest system operators in the United States. The
Corporation's largest customers during the fiscal year ended June 28, 1996 were
Rogers Cablesystems, Inc. and Time Warner Cable, each accounting for 18% of net
sales. During the fiscal year ended June 30, 1995, the Corporation's largest
customers were Rogers Cablesystems, Inc., accounting for 21% of the 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 net sales. No other customer accounted for 10% or more of net sales
during fiscal years 1994, 1995, and 1996, respectively.
At June 28, 1996, the Corporation's backlog of orders was $27.1 million; at June
30, 1995, it was $54.7 million; and at June 24, 1994, it was $38.9 million.
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 activities that are intended to
advance existing product lines, provide custom-designed variations of existing
product lines, and develop or evaluate new products. Research and development
activities for RF and AM fiber optic products are conducted at the Corporation's
headquarters, while digital fiber optic product development activities are
conducted at the Corporation's Fremont, California facility. 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 fiber optic technology and new RF products.
The Corporation is currently implementing product development process changes in
order to improve cycle time to design, develop and deliver new products; reduce
manufacturing costs; and improve design quality.
During the fiscal years ended June 28, 1996, June 30, 1995, and June 24, 1994,
the Corporation spent approximately $9,401,000, $6,622,000, and $4,337,000,
respectively, on research and development, primarily related to RF distribution
equipment and fiber optic systems. None of the research and product development
expenditures has 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 key criteria 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 research and development 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 believes it offers 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 Broadcast Service, Multipoint Multichannel Distribution Service (MMDS),
Local Multichannel Distribution Service (LMDS), Satellite Master Antenna
Television (SMATV), and Direct Broadcast Satellite Service (DBS). Generally,
these alternative technologies are limited in terms of their ability to
deliver two-way service and local programming. Based upon these limitations, it
is the Corporation's belief that such technologies will mature to the point that
they serve a relatively narrow segment of the market. On the other hand, a CATV
network has two-way capability and has the ability to deliver vast amounts of
information to subscribers. As a result, the Corporation believes that 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 servicing the CATV industry with excellence, the
Corporation believes that it is strategically positioned to grow and expand with
the industry.
External Influences/Industry
The primary market factors affecting the domestic communications industry
include access to financial markets, technology advancements and governmental
regulations. During recent years, the global communications industry grew
rapidly along with the demand for more video, voice, and data services. At the
same time, the regulatory environment in the United States was changing
(reference discussion later in this section), resulting in higher demand for
products offered by the Corporation to construct the networks that would carry
the advanced services.
In recent years, there has been a significant amount of merger and acquisition
activity in the domestic communications industry. Cable companies have bought
other cable companies in order to achieve efficiency through clustering of
properties. Telcos have bought telcos. Telcos have even bought cable companies.
The Corporation believes this consolidation has led to delays in ordering of
products and services, as network planners assess their new situation.
In the area of technology, advancements in the global communications industry
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). The
Corporation believes that HFC networks could have significant strategic
advantages in the future as networks become more interactive in nature.
Several Regional Bell Operating Companies (RBOCs) are considering HFC network
architectures, while others continue to explore their options between HFC and
other approaches and technologies, such as DBS (direct broadcast satellite) and
ADSL (asymmetrical digital subscriber line). 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 interactive multimedia network
industry.
Key provisions of the Telecommunications Act of 1996 are designed to enhance
competition in the industry in 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. The Corporation believes that an enhanced competitive environment in
the communications industry may 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 believes
it stands to benefit as a key equipment provider for those networks.
While the Telecommunications Act of 1996 was viewed by many in the domestic
communications industry as the necessary catalyst to opening up a robust network
building cycle in the United States, the Corporation has not yet experienced a
significant increase in orders to evidence such cycle. Similarly, in the past
twelve months, some of the Corporation's international customers have
experienced some delays in network construction due to revision of aggressive
construction schedules and resolution of certain regulatory issues. As a result,
the Corporation has experienced slower growth than was originally anticipated,
with resulting pricing pressures from overcapacity.
Employees
The Corporation had approximately 1,260 employees as of September 16, 1996, of
whom approximately 70% were engaged in manufacturing, inspection, and quality
control activities. The remainder were engaged in executive, administrative,
sales, product development, research, and technical customer services
activities. The technical 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 two-year degree. None of
the employees is represented by a collective bargaining representative.
Suppliers
The Corporation closely monitors supplier delivery performance and quality 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, fiber optic
laser transmitter assemblies, and standard electronic components. Although a
few of the components used by the Corporation are single sourced, the
Corporation has experienced no significant difficulties to date in obtaining
adequate quantities of their raw materials and component parts.
In fiscal year 1996, the Corporation implemented process changes focused on
order fulfillment. The goal of this corporate-wide effort has been to reduce
cycle time throughout the manufacturing process, reduce inventory, improve
productivity, and enhance product quality. Having achieved the key goals of this
program, the Corporation has moved to implementing similiar techniques to
improve its product development processes. (Reference Research Product
Development in this document.)
Key to the success of inventory reduction is the implementation of in-house
vendor supply relationships. Through this method, the Corporation can gain
access to key parts needed in the manufacturing process on a "just-in-time"
basis. The Corporation has implemented a number of in-house vendor supply
relationships to date.
Item 2. Properties
The Corporation operates the following principal facilities:
Approximate (O) Owned
Location Principal Use Square Feet (L) Leased
State College, Pennsylvania Administrative Offices
and Manufacturing 133,000 O
Tipton, Pennsylvania Manufacturing 40,000 O
Reedsville, Pennsylvania Manufacturing 60,000 L
Fremont, California Administrative Offices
and Manufacturing 30,000 L
Denver, Colorado Administrative Offices 9,817 L
Almere, The Netherlands Administrative Offices 14,100 L
Ajax, Ontario, Canada Administrative Offices 5,000 L
The Corporation believes that its current facilities are well maintained and in
good operating condition, and that such facilities are sufficient for its
present operations.
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
then 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. On May
26, 1995, the Corporation filed a motion to dismiss the complaint which was
denied in part and granted in part on December 28, 1995. Plaintiffs have not yet
filed a motion for class certification. Discovery has commenced, but a trial
date has not yet been set.
Item 4. Submission of Matters to a Vote of Securities Holders
There were no matters submitted to a vote of security holders during the fourth
quarter of the fiscal year ended June 28, 1996.
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.
Name Age Position / Experience
Richard E. Perry 66 Chairman since June 1986; Chief Executive Officer from July 1985 to August 1996; President from
July 1985 to December 1989.
Scott C. Chandler 35 President and Chief Executive Officer since August 1996. Vice President-General Manager,
U S WEST Cable & Multimedia, Regional Bell Operating Company (RBOC), from September 1995 to August
1996; Vice President-General Manager, !NTERPRISE America, a subsidiary of U S WEST Communications
(RBOC), from January 1994 to August 1995; Director-Vendor Relations/Channel Support, !NTERPRISE
Networking Services, a subsidiary of U S WEST Communications (RBOC), from January 1992 to December
1993; Director, Market Strategy Development, U S WEST, Inc., (RBOC), from June 1990 to December
1991.
Edwin S. Childs 57 Vice President-Human Resources since August 1996; Director, Human Resources from September 1986 to
July 1996.
David J. Eng 43 Vice President-Sales, North, Central and South America since August 1996; Vice President-Sales &
Marketing from August 1994 to August 1996. 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.
Lawrence R. Fisher, Jr. 46 Vice President-Engineering since August 1996; Director, RF Engineering Product Development from
June 1995 to July 1996; Manager, RF Engineering from June 1994 to May 1995. Director of
Engineering, Calan, Inc. from January 1993 to May 1994. Vice President, Bulick & Fisher Sales
Associates from March 1990 to December 1992.
Chris A. Miller 43 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 54 Vice President-Operations & Manufacturing since August 1995;
Plant Manager from September 1987 to August 1995.
Gerhard B. Nederlof 48 Vice President-Sales, Europe and Pacific Rim since August 1996; Vice President-International from
January 1992 to August 1996. Managing Director of DataCable B.V. from November 1981 to January
1992.
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 1996 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
pages 2 of the Registrant's 1996 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 12 through 14 of the Registrant's 1996 Annual Report to Shareholders.
Item 8. Financial Statements and Supplementary Data
The information required by this item is incorporated herein by reference to
pages 15 through 26 of the Registrant's 1996 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 13, 1996.
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 17 of the
Registrant's Proxy Statement dated September 13, 1996.
Item 11. Executive Compensation
The information required by this item is incorporated herein by reference
to pages 6 through 10 of the Registrant's Proxy Statement dated September 13,
1996.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this item is incorporated herein by reference to
pages 4 and 6 of the Registrant's Proxy Statement dated September 13, 1996.
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 1996, 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 1996
Annual Report to Shareholders for the year ended June 28, 1996,
are incorporated by reference to pages 15 through 26 of the
Registrant's Annual Report to Shareholders.
Consolidated Balance Sheets -- Years Ended June 28, 1996, and
June 30, 1995.
Consolidated Statements of Income -- Years ended June 28, 1996,
June 30, 1995, and June 24, 1994.
Consolidated Statements of Cash Flows -- Years ended June 28,
1996, June 30, 1995, and June 24, 1994
Consolidated Statements of Shareholders' Equity -- Years ended
June 28, 1996, June 30, 1995, June 24, 1994.
Notes to Consolidated Financial Statements
Report of KPMG Peat Marwick LLP
(2) The following financial statement schedule of the Registrant is
filed as a part of this report:
Schedule II -- Valuation and Qualifying Accounts
Report of KPMG Peat Marwick LLP
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
(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 September 21, 1995 (incorporated by
reference to Exhibit (3) (b) of Registrant's Form 10-K for
the year ended June 30, 1995, Securities and Exchange
Commission File No. 0-10726).
(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 of Form S-1
Registration Statement, File No. 2-70661).
(10) (a) 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) (b) 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) (c) 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) (d) 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) (e) 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) (f) 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) (g) 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) (h) 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) (i) 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) (j) Note and Security Agreement dated June 21, 1995, between the
Registrant and Mellon Bank, N.A. (incorporated by reference
to Exhibit (10) (cc) to the Registrant's Form 10-K for the
year ended June 30, 1995, Securities and Exchange Commission
File No. 0-10726).
(10) (k) Supplement to Note and Security Agreement dated June 21,
1995, between the Registrant and Mellon Bank, N.A.
(incorporated by reference to Exhibit (10) (dd) to the
Registrant's Form 10-K for the year ended June 30, 1995,
Securities and Exchange Commission File No. 0-10726).
(10) (l) Revolving Line of Credit Agreement dated June 21, 1995,
between the Registrant and Mellon Bank, N.A. (incorporated
by reference to Exhibit (10) (ee) to the Registrant's Form
10-K for the year ended June 30, 1995, Securities and
Exchange Commission File No. 0-10726).
(10) (m) Supplement to Revolving Line of Credit Agreement dated June
21, 1995, between the Registrant and Mellon Bank, N.A.
(incorporated by reference to Exhibit (10) (ff) to the
Registrant's Form 10-K for the year ended June 30, 1995,
Securities and Exchange Commission File No. 0-10726).
(10) (n) Change of Control Agreement dated May 23, 1995, between the
Registrant and Joseph E. Zavacky (incorporated by reference
to Exhibit (10) (gg) to the Registrant's Form 10-K for the
year ended June 30, 1995, Securities and Exchange Commission
File No. 0-10726).
(10) (o) Form of Indemnification Agreement dated May 23, 1995,
between the Registrant and Joseph E. Zavacky (incorporated
by reference to Exhibit (10) (hh) to the Registrant's Form
10-K for the year ended June 30, 1995, Securities and
Exchange Commission File No. 0-10726).
(10) (p) Supplemental Retirement Plan Participation Agreement dated
May 22, 1995, between the Registrant and Chris A. Miller
(incorporated by reference to Exhibit (10) (ii) to the
Registrant's Form 10-K for the year ended June 30, 1995,
Securities and Exchange Commission File No. 0-10726).
(10) (q) Change of Control Agreement dated May 22, 1995, between the
Registrant and Chris A. Miller (incorporated by reference to
Exhibit (10) (jj) to the Registrant's Form 10-K for the year
ended June 30, 1995, Securities and Exchange Commission File
No. 0-10726).
(10) (r) Form of Indemnification Agreement dated May 22, 1995,
between the Registrant and Chris A. Miller (incorporated by
reference to Exhibit (10) (kk) to the Registrant's Form 10-K
for the year ended June 30, 1995, Securities and Exchange
Commission File No. 0-10726).
(10) (s) Supplemental Retirement Plan Participation Agreement dated
August 24, 1995, between the Registrant and Donald F. Miller
(incorporated by reference to Exhibit (10) (ll) to the
Registrant's Form 10-K for the year ended June 30, 1995,
Securities and Exchange Commission File No. 0-10726).
(10) (t) Change of Control Agreement dated August 24, 1995, between
the Registrant and Donald F. Miller (incorporated by
reference to Exhibit (10) (mm) to the Registrant's Form 10-K
for the year ended June 30, 1995, Securities and Exchange
Commission File No. 0-10726).
(10) (u) Form of Indemnification Agreement dated August 24, 1995,
between the Registrant and Donald F. Miller (incorporated by
reference to Exhibit (10) (nn) to the Registrant's Form 10-K
for the year ended June 30, 1995, Securities and Exchange
Commission File No. 0-10726).
(10) (v) Lease Agreement dated November 10, 1994, between the
Registrant and Mifflin County Industrial Development
Corporation for a manufacturing building (incorporated by
reference to Exhibit (10) (oo) to the Registrant's Form 10-K
for the year ended June 30, 1995, Securities and Exchange
Commission File No. 0-10726).
(10) (w) Registrant's Retirement Savings and Profit as Amended
July 1, 1989, and including amendments through April 19,
1994. (incorporated by reference to Exhibit 99.B14 to Form
S-8 Registration Statement, File No. 333-02505).
(10) (x) Supplemental Retirement Plan Participation Agreement dated
August 13, 1996, between the Registrant and Edwin S. Childs.
(10) (y) Change of Control Agreement dated August 13, 1996, between
the Registrant and Edwin S. Childs.
(10) (z) Form of Indemnification Agreement dated August 13, 1996,
between the Registrant and Edwin S. Childs.
(10) (aa) Supplement Retirement Plan Participation Agreement dated
August 13, 1996, between the Registrant and Lawrence R.
Fisher, Jr.
(10) (bb) Change of Control Agreement dated August 13, 1996, between
the Registrant and Lawrence R. Fisher, Jr.
(10) (cc) Form of Indemnification Agreement dated August 13, 1996,
between the Registrant and Lawrence R. Fisher, Jr.
(10) (dd) Amended and Restated Employment Agreement dated October 16,
1995, between the Registrant and Richard E. Perry.
(10) (ee) Employment Agreement dated July 2, 1996, between the
Registrant and Scott C. Chandler.
(10) (ff) Registrant's Supplemental Executive Retirement Plan
effective May 1, 1996.
(10) (gg) Note and Security Agreement effective November 2, 1995,
between the Registrant and Mellon Bank, N.A.
(10) (hh) Supplement to Note and Security Agreement effective November
2, 1995, between the Registrant and Mellon Bank, N.A.
(10) (ii) Revolving Line of Credit Agreement effective November 2,
1995, between the Registrant and Mellon Bank, N.A.
(10) (jj) Supplement to Revolving Line of Credit Agreement effective
November 2, 1995, between the Registrant and Mellon Bank,
N.A.
(10)(kk)(i) 1988 Stock Option Plan.
(10)(kk)(ii) Amendment to 1988 Stock Option Plan.
(10)(ll)(i) 1992 Stock Purchase Plan.
(10)(ll)(ii) Amendment to 1992 Stock Purchase Plan.
(10) (mm) Fiscal Year 1997 Profit Incentive Plan.
(11) Statement re Computation of Earnings Per Share.
(13) Annual Report to Shareholders for the year ended June 28,
1996.
(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 1996:
None.
(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 25, 1996
/s/ Scott C. Chandler, President 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 25th day of September 1996.
/s/ Richard E. Perry, Director, Chairman
/s/ Donald M. Cook, Jr., Director
/s/ I.N. Rendall Harper, Jr., Director
/s/ Anne P. Jones, Director
/s/ John J. Omlor, Director
/s/ Frank Rusinko, Jr., Director
/s/ James J. Tietjen, Director
/s/ Philip L. Walker, Jr., Director
/s/ Chris A. Miller, Vice President-Finance,
Secretary and Treasurer (principal
financial officer)
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 28, 1996
Reserves deducted from assets to
which they apply:
Allowance for Doubtful Accounts $ 657,000 $ 0 $0 $ 302,000(1) $ 355,000
Reserve for Inventory
Obsolescence 1,449,000 1,092,000 0 1,124,000(2) 1,417,000
- - -----------------------------------------------------------------------------------------------------------------------------
$2,106,000 $1,092,000 $0 $1,426,000 $1,772,000
- - -----------------------------------------------------------------------------------------------------------------------------
Reserves not deducted from assets:
Product Warranty Reserve $1,754,000 $2,007,000 $0 $1,989,000(3) $1,772,000
- - -----------------------------------------------------------------------------------------------------------------------------
Year ended June 30, 1995
Reserves deducted from assets to
which they apply:
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
- - -----------------------------------------------------------------------------------------------------------------------------
Reserves not deducted from assets:
Product Warranty Reserve $ 602,000 $2,358,000 $0 $1,206,000(3) $1,754,000
- - -----------------------------------------------------------------------------------------------------------------------------
Year ended June 24, 1994
Reserves deducted from assets to
which they apply:
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
- - -----------------------------------------------------------------------------------------------------------------------------
Reserves not deducted from assets:
Product Warranty Reserve $ 237,000 $ 699,000 $0 $ 334,000(3) $ 602,000
- - -----------------------------------------------------------------------------------------------------------------------------
(1) Uncollectible accounts written off, net of recoveries, and adjustments.
(2) Obsolete inventory disposals.
(3) Warranty claims honored during year.