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                                                                   Exhibit 3 (e)
                                                                   -------------

                        STATEMENT WITH RESPECT TO SHARES

                                       of

                  SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

                                       of

                                 C-COR.net Corp.


     RESOLVED,  that pursuant to the authority  vested in the Board of Directors
of this  Corporation  in  accordance  with the  provisions  of the  Articles  of
Incorporation,  a series of  Preferred  Stock,  no par value per  share,  of the
Corporation  be and hereby is created,  and that the  designation  and number of
shares  thereof  and the  voting and other  powers,  preferences  and  relative,
participating,  optional  or other  rights of the shares of such  series and the
qualifications, limitations and restrictions thereof are as follows:

                  Series A Junior Participating Preferred Stock

     1. Designation and Amount.  There shall be a series of Preferred Stock that
shall be designated as "Series A Junior Participating  Preferred Stock," and the
number of shares  constituting  such  series  shall be  200,000.  Such number of
shares may be increased or decreased by  resolution  of the Board of  Directors;
provided,  however, that no decrease shall reduce the number of shares of Series
A Junior  Participating  Preferred  Stock to less than the number of shares then
issued and  outstanding  plus the number of shares  issuable  upon  exercise  of
outstanding  rights,  options or  warrants  or upon  conversion  of  outstanding
securities issued by the Corporation.

     2. Dividends and Distribution.

     (A) Subject to the prior and  superior  rights of the holders of any shares
of any class or series of stock of the Corporation ranking prior and superior to
the shares of Series A Junior  Participating  Preferred  Stock  with  respect to
dividends,  the  holders  of shares of Series A Junior  Participating  Preferred
Stock, in preference to the holders of shares of any class or series of stock of
the Corporation  ranking junior to the Series A Junior  Participating  Preferred
Stock in respect thereof, shall be entitled to receive, when, as and if declared
by the  Board of  Directors  out of funds  legally  available  for the  purpose,
quarterly dividends payable in cash on the 15th day of February, May, August and
November,  in each year (each such date being referred to herein as a "Quarterly
Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date
after the first  issuance  of a share or  fraction of a share of Series A Junior
Participating  Preferred  Stock,  in an amount per share (rounded to the nearest
cent) equal to the greater of (a) $1.00 or (b) the Adjustment Number (as defined
below)  times the  aggregate  per share  amount of all cash  dividends,  and the
Adjustment  Number times the aggregate per share amount (payable in kind) of all
non-cash  dividends  or other  distributions  other than a  dividend  payable in
shares of Common  Stock or a  subdivision  of the  outstanding  shares of Common
Stock (by  reclassification  or  otherwise),  declared on the Common Stock,  par
value  $.10 per  share,  of the  Corporation  (the  "Common  Stock")  since  the
immediately  preceding  Quarterly Dividend Payment Date, or, with respect to the
first Quarterly  Dividend Payment Date, since the first issuance of any share or
fraction  of a share of  Series  A Junior  Participating  Preferred  Stock.  The
"Adjustment  Number" shall initially be 100. In the event the Corporation  shall
at any time after  August 17, 1999 (the "Rights  Declaration  Date") (i) declare
and pay any dividend on Common  Stock  payable in shares of Common  Stock,  (ii)
subdivide the outstanding  Common Stock or (iii) combine the outstanding  Common
Stock  into a smaller  number of shares,  then in each such case the  Adjustment
Number  in  effect  immediately  prior  to  such  event  shall  be  adjusted  by
multiplying  such Adjustment  Number by a fraction the numerator of which is the
number of shares of Common Stock  outstanding  immediately  after such event and
the  denominator  of which is the  number of shares  of Common  Stock  that were
outstanding immediately prior to such event.

     (B) The Corporation  shall declare a dividend or distribution on the Series
A Junior  Participating  Preferred  Stock as  provided  in  paragraph  (A) above
immediately  after it declares a dividend or  distribution  on the Common  Stock
(other than a dividend payable in shares of Common Stock).

     (C) Dividends shall begin to accrue and be cumulative on outstanding shares
of Series A Junior  Participating  Preferred  Stock from the Quarterly  Dividend
Payment Date next  preceding the date of issue of such shares of Series A Junior
Participating  Preferred Stock, unless the date of issue of such shares is prior
to the record date for the first Quarterly  Dividend Payment Date, in which case
dividends  on such  shares  shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a
date after the record date for the  determination of holders of shares of Series
A Junior Participating  Preferred Stock entitled to receive a quarterly dividend
and before such Quarterly  Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative  from such Quarterly  Dividend
Payment Date.  Accrued but unpaid  dividends shall not bear interest.  Dividends
paid on the shares of Series A Junior Participating Preferred Stock in an amount
less than the total amount of such  dividends at the time accrued and payable on
such shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may fix a record date for
the  determination  of  holders  of  shares  of  Series A  Junior  Participating
Preferred  Stock  entitled  to receive  payment of a  dividend  or  distribution
declared  thereon,  which record date shall be no more than 60 days prior to the
date fixed for the payment thereof.

     3. Voting  Rights.  The holders of shares of Series A Junior  Participating
Preferred Stock shall have the following voting rights:

     (A) Each  share of  Series A Junior  Participating  Preferred  Stock  shall
entitle the holder thereof to a number of votes equal to the  Adjustment  Number
on all matters submitted to a vote of the shareholders of the Corporation.

     (B) Except as required by law and by Section 10 hereof, holders of Series A
Junior  Participating  Preferred  Stock shall have no special  voting rights and
their consent  shall not be required  (except to the extent they are entitled to
vote with holders of Common Stock as set forth  herein) for taking any corporate
action.

     4. Certain Restrictions.

     (A)  Whenever  quarterly  dividends  or other  dividends  or  distributions
payable on the Series A Junior  Participating  Preferred  Stock as  provided  in
Section 2 are in arrears,  thereafter and until all accrued and unpaid dividends
and  distributions,  whether  or not  declared,  on  shares  of  Series A Junior
Participating  Preferred  Stock  outstanding  shall have been paid in full,  the
Corporation shall not:

     (i) declare or pay dividends on, make any other distributions on, or redeem
or purchase or otherwise  acquire for  consideration any shares of stock ranking
junior (either as to dividends or upon  liquidation,  dissolution or winding up)
to the Series A Junior Participating Preferred Stock;

     (ii)  declare or pay  dividends on or make any other  distributions  on any
shares of stock ranking on a parity (either as to dividends or upon liquidation,
dissolution  or  winding  up) with the Series A Junior  Participating  Preferred
Stock,  except  dividends  paid  ratably  on the  Series A Junior  Participating
Preferred  Stock and all such parity stock on which  dividends are payable or in
arrears in  proportion  to the total  amounts  to which the  holders of all such
shares are then entitled; or

     (iii) purchase or otherwise  acquire for consideration any shares of Series
A Junior  Participating  Preferred  Stock,  or any shares of stock  ranking on a
parity  with the  Series A  Junior  Participating  Preferred  Stock,  except  in
accordance  with  a  purchase  offer  made  in  writing  or by  publication  (as
determined  by the  Board  of  Directors)  to all  holders  of  Series  A Junior
Participating Preferred Stock, or to such holders and holders of any such shares
ranking on a parity therewith, upon such terms as the Board of Directors,  after
consideration of the respective  annual dividend rates and other relative rights
and  preferences of the respective  series and classes,  shall determine in good
faith will result in fair and equitable treatment among the respective series or
classes.

     (B) The  Corporation  shall not permit any subsidiary of the Corporation to
purchase  or  otherwise  acquire  for  consideration  any shares of stock of the
Corporation unless the Corporation could, under paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.

     5. Reacquired Shares. Any shares of Series A Junior Participating Preferred
Stock  purchased  or  otherwise  acquired  by  the  Corporation  in  any  manner
whatsoever  shall be retired  promptly after the acquisition  thereof.  All such
shares shall upon their  retirement  become  authorized  but unissued  shares of
Preferred  Stock and may be reissued as part of a new series of Preferred  Stock
to be created by resolution or resolutions of the Board of Directors, subject to
any conditions and restrictions on issuance set forth herein.

     6.  Liquidation,  Dissolution  or  Winding  Up.

     (A) Upon any  liquidation,  dissolution  or winding up of the  Corporation,
voluntary or otherwise,  no distribution  shall be made to the holders of shares
of stock ranking junior (either as to dividends or upon liquidation, dissolution
or winding  up) to the Series A Junior  Participating  Preferred  Stock  unless,
prior thereto, the holders of shares of Series A Junior Participating  Preferred
Stock  shall  have  received  an amount  per share  (the  "Series A  Liquidation
Preference")  equal to the greater of (i) $1.00 plus an amount  equal to accrued
and unpaid dividends and distributions thereon,  whether or not declared, to the
date of such payment,  or (ii) the Adjustment  Number times the per share amount
of all cash and other  property to be distributed in respect of the Common Stock
upon such liquidation, dissolution or winding up of the Corporation.

     (B) In the event,  however,  that there are not sufficient assets available
to  permit  payment  in full of the  Series  A  Liquidation  Preference  and the
liquidation  preferences  of all  other  classes  and  series  of  stock  of the
Corporation,   if  any,  that  rank  on  a  parity  with  the  Series  A  Junior
Participating  Preferred Stock in respect thereof, then the assets available for
such  distribution  shall be distributed  ratably to the holders of the Series A
Junior  Participating  Preferred  Stock and the holders of such parity shares in
proportion to their respective liquidation preferences.

     (C) Neither the merger or  consolidation  of the  Corporation  into or with
another  corporation nor the merger or  consolidation  of any other  corporation
into or with the Corporation shall be deemed to be a liquidation, dissolution or
winding up of the Corporation within the meaning of this Section 6.

     7. Consolidation, Merger, Etc. In case the Corporation shall enter into any
consolidation, merger, combination or other transaction in which the outstanding
shares  of  Common  Stock are  exchanged  for or  changed  into  other  stock or
securities,  cash and/or any other property, then in any such case each share of
Series  A  Junior  Participating  Preferred  Stock  shall  at the  same  time be
similarly  exchanged or changed into an amount per share equal to the Adjustment
Number times the aggregate  amount of stock,  securities,  cash and/or any other
property  (payable  in kind),  as the case may be,  into which or for which each
share of Common Stock is changed or exchanged.

     8. No Redemption.  Shares of Series A Junior Participating  Preferred Stock
shall not be subject to redemption by the Company.

    9. Ranking.  The Series A Junior  Participating  Preferred Stock shall rank
junior to all other series of the Preferred Stock as to the payment of dividends
and as to the  distribution of assets upon  liquidation,  dissolution or winding
up, unless the terms of any such series shall provide otherwise,  and shall rank
senior to the Common Stock as to such matters.

     10. Amendment. At any time that any shares of Series A Junior Participating
Preferred  Stock are  outstanding,  the  Amended  and  Restated  Certificate  of
Incorporation of the Corporation  shall not be amended in any manner which would
materially  alter or change the  powers,  preferences  or special  rights of the
Series A Junior  Participating  Preferred  Stock so as to affect them  adversely
without the  affirmative  vote of the holders of two-thirds  of the  outstanding
shares of Series A Junior Participating  Preferred Stock, voting separately as a
class.

     11. Fractional Shares. Series A Junior Participating Preferred Stock may be
issued in fractions of a share that shall  entitle the holder,  in proportion to
such holder's  fractional shares, to exercise voting rights,  receive dividends,
participate  in  distributions  and to have the  benefit of all other  rights of
holders of Series A Junior Participating Preferred Stock.

     IN WITNESS WHEREOF, this Statement is executed on behalf of the Corporation
this ___ day of August, 1999.


                            C-COR.net Corp.



                            By: /s/ David A. Woodle
                            ---------------------------------------------
                            Name:    David A. Woodle
                                     Title:  President and
                                     Chief Executive Officer