United States

                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q
             [ X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the thirteen-week period ended:  September 24, 1999

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________________


                               C-COR.net Corp.
     --------------------------------------------------------------------
              (Exact Name of Registrant as Specified in Charter)

<TABLE>
<CAPTION>
<S>                          <C>                <C>
        Pennsylvania                   0-10726              24-0811591
------------------------------------------------------------------------------
    (State or Other Juris-         (Commission File          (IRS Employer
     diction of Incorporation)         Number)             Identification No.)
</TABLE>


                60 Decibel Road
                State College, PA                               16801
--------------------------------------------------------------------------------
              (Address of Principal                          (Zip Code)
                Executive Offices)


                                        (814) 238-2461
            --------------------------------------------------------------------
                   (Registrant's Telephone Number, Including Area Code)



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
                                 -----      -----

                      APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Common Stock, $.10 Par Value - 12,361,039 shares as of October 19, 1999.



<PAGE>


                                      INDEX

                                 C-COR.net Corp.



PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements (unaudited).

              Condensed consolidated  balance  sheets  --  June  25,  1999,  and
              September 24, 1999.

              Condensed consolidated statements of operations -- thirteen weeks
              ended September 24, 1999, and September 25, 1998.

              Condensed consolidated statements of cash flows -- thirteen weeks
              ended September 24, 1999, and September 25, 1998.

              Notes to condensed consolidated  financial statements --
              September 24, 1999.



Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations.



PART II.  OTHER INFORMATION

Item 2.  Changes in Securities and Use of Proceeds

Item 6.  Exhibits and Reports on Form  8-K.

<PAGE>

<TABLE>
Item 1.  Financial Statements
<CAPTION>

                             C-COR.net Corp.
                      CONDENSED CONSOLIDATED BALANCE SHEETS




                                                            September 24,      June 25,
                                  ASSETS                         1999            1999
                                                             -----------      ----------
                                                             (Unaudited)
                                                                     (000's omitted)
<S>                                                          <C>              <C>
CURRENT ASSETS
  Cash and cash equivalents                                  $       500      $   4,695
  Marketable securities                                              438            445
  Accounts receivable                                             34,269         31,314
                                                             -----------      ----------
                                                                  35,207         36,454
                                                             -----------      ----------
  Inventories:
    Raw materials                                                 17,665         17,240
    Work-in-process                                                5,338          3,038
    Finished goods                                                 4,928          3,287
                                                             -----------      ----------
      Total inventories                                           27,931         23,565
                                                             -----------      ----------
  Deferred taxes                                                   6,974          6,335
  Property held for sale, net                                      1,100          1,281
  Other current assets                                             4,805          2,176
  Net current assets of discontinued operations                      305            433
                                                             -----------      ----------
TOTAL CURRENT ASSETS                                              76,322         70,244
                                                             -----------      ----------
PROPERTY, PLANT, AND EQUIPMENT, NET                               28,664         27,792
INTANGIBLE ASSETS AND OTHER LONG-TERM ASSETS, NET                  3,914          4,913
                                                             -----------      ----------
TOTAL ASSETS                                                 $   108,900      $ 102,949
                                                             ===========      ==========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                           $    15,145      $  16,286
  Accrued liabilities                                             19,220         16,242
  Line-of-credit and short-term credit obligations                 6,622          4,638
  Current portion of long-term debt                                  813            832
                                                             -----------      ----------
TOTAL CURRENT LIABILITIES                                         41,800         37,998
                                                             -----------      ----------
LONG-TERM DEBT, less current portion                               3,513          3,708
OTHER LONG-TERM LIABILITIES                                        1,479          1,329
                                                             -----------      ----------
TOTAL LIABILITIES                                                 46,792         43,035
                                                             -----------      ----------
SHAREHOLDERS' EQUITY
  Common Stock, $.10 par; authorized shares
   24,000,000; issued shares of 12,919,160 on 09/24/99,
   and 12,761,485 on 06/25/99                                      1,292          1,276
  Additional paid-in capital                                      46,790         44,649
  Retained earnings                                               21,120         21,065
  Accumulated other comprehensive loss                              (100)           (96)
  Unearned compensation                                              (14)             0
  Treasury stock                                                  (6,980)        (6,980)
                                                             -----------      ----------
TOTAL SHAREHOLDERS' EQUITY                                        62,108         59,914
                                                             -----------      ----------
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY                     $   108,900      $ 102,949
                                                             ===========      ==========


<FN>
See notes to condensed consolidated financial statements.
</FN>
</TABLE>
<PAGE>

<TABLE>
                             C-COR.net Corp.
             CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
<CAPTION>

                                                    Thirteen Weeks Ended
                                               September 24,        September 25,
                                                    1999                1998
                                                -----------          -----------
                                             (000's omitted, except per share data)
<S>                                             <C>                 <C>
 NET SALES                                      $   64,503          $   34,654
                                                -----------          -----------

 COSTS AND EXPENSES:
   Cost of sales                                    48,278              27,128
   Selling, general and administrative
     expenses                                        7,109               5,355
   Research and product development costs            3,175               2,789
   Merger-related costs                              3,673                   0
   Interest expense                                    621                  57
   Investment income                                   (48)                (48)
   Other expense                                       355                  18
                                                -----------          -----------
                                                    63,163              35,299
                                                -----------          -----------

 INCOME (LOSS) FROM CONTINUING OPERATIONS
   BEFORE INCOME TAXES                               1,340                (645)

 INCOME TAX EXPENSE                                  1,321                 471
                                                -----------          -----------

 INCOME (LOSS) FROM CONTINUING OPERATIONS               19              (1,116)

 DISCONTINUED OPERATIONS:
 Gain on disposal of discontinued
   business segment, less applicable
   income tax expense                                   36                 288
                                                -----------          -----------

 NET INCOME (LOSS)                              $       55           $    (828)
                                                ===========          ===========

 NET INCOME (LOSS) PER SHARE - (BASIC):

   Continuing operations                        $     0.00           $   (0.09)
   Discontinued operations                            0.00                0.02
                                                -----------          -----------
 NET INCOME (LOSS) PER SHARE                    $     0.00           $   (0.07)
                                                ===========          ===========

 NET INCOME (LOSS) PER SHARE - (DILUTED):

   Continuing operations                        $     0.00           $   (0.09)
   Discontinued operations                            0.00                0.02
                                                -----------          -----------
 NET INCOME (LOSS) PER SHARE                    $     0.00           $   (0.07)
                                                ===========          ===========


<FN>
 See notes to condensed consolidated financial statements.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                             C-COR.net Corp.
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)



                                                                             Thirteen Weeks Ended
                                                                        September 24,     September 25,
                                                                            1999              1998
                                                                        -----------       -----------
                                                                              (000's omitted)

 <S>                                                                    <C>              <C>
 OPERATING ACTIVITIES
 Net income (loss)                                                      $      55        $      (828)
   Adjustments to reconcile net income to net cash
     and cash equivalents provided by operating
     activities:
   Depreciation and amortization                                            2,164              2,086
   Amortization of debt discount                                              381                  0
   Amortization of unearned compensation                                        7                  0
   Gain on disposal of discontinued operations,
     net of tax benefit                                                       (36)              (288)
   Provision for deferred retirement salary plan                              150                125
   Loss on sale and write-down of property, plant, and equipment              333                  0
   Changes in operating assets and liabilities:
     Accounts receivable                                                   (2,955)               970
     Inventories                                                           (4,366)              (242)
     Other assets                                                          (1,603)             1,598
     Accounts payable                                                      (1,141)             1,643
     Accrued liabilities                                                    2,978             (2,129)
     Deferred income taxes                                                   (663)              (136)
     Discontinued operations - working capital changes
       and noncash charges                                                    164               (209)
 NET CASH AND CASH EQUIVALENTS (USED IN) PROVIDED BY                    -----------       -----------
   OPERATING ACTIVITIES                                                    (4,532)             2,590
                                                                        -----------       -----------
 INVESTING ACTIVITIES
   Purchase of property, plant and equipment                               (3,190)            (1,074)
   Proceeds from sale of property, plant, and equipment                         2                  0
   Change in other assets                                                       0                 45
 NET CASH AND CASH EQUIVALENTS                                          -----------       -----------
   USED IN  INVESTING ACTIVITIES                                           (3,188)            (1,029)
                                                                        -----------       -----------
 FINANCING ACTIVITIES
   Payment of debt and capital lease obligations                             (214)            (4,481)
   Proceeds from (payment on) short-term credit facilities, net             1,603                980
   Proceeds from issuance of convertible preferred stock                        0                  5
   Issue common stock to employee stock purchase plan                          25                 15
   Proceeds from exercise of stock options                                  2,111                213
   Purchase of treasury stock                                                   0               (364)
 NET CASH AND CASH EQUIVALENTS PROVIDED BY (USED IN)                    -----------       -----------
   FINANCING ACTIVITIES                                                     3,525             (3,632)
                                                                        -----------       -----------
 DECREASE IN CASH AND CASH EQUIVALENTS                                     (4,195)            (2,071)
 Cash and cash equivalents at beginning of period                           4,695              3,030
                                                                        -----------       -----------
 CASH AND CASH EQUIVALENTS AT END OF PERIOD                             $     500        $       959
                                                                        ===========       ===========
<FN>
 See notes to condensed consolidated financial statements.
</FN>
</TABLE>
<PAGE>
                            C-COR.net Corp.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. The accompanying, unaudited, condensed consolidated financial statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim  financial  information,  and in the opinion of management,  contain all
adjustments  (consisting  only of normal,  recurring  adjustments)  necessary to
fairly  present the Company's  financial  position as of September 24, 1999, and
the results of its operations for the thirteen-week period then ended. Operating
results  for the  thirteen-week  period are not  necessarily  indicative  of the
results  that may be expected  for the year ending  June 30, 2000.  For further
information, refer to financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the year ended June 25, 1999.

2. Description of Business

The Company designs and manufactures network distribution  products and provides
technical  services in support of two-way hybrid fiber coax (HFC) networks.  The
Company has  predominately  operated  in the  Electronic  Distribution  Products
segment,  which  provides HFC  equipment  for signal  distribution  applications
primarily  to the  cable  television  (CATV)  market.  In  order to  expand  the
Company's product offering in the Electronics  Distribution Products segment, on
September  17,  1999,  the  Company  completed  a  merger  with  Silicon  Valley
Communications,  Inc. ("SVCI"), whereby SVCI became a wholly owned subsidiary of
the Company.  In addition,  on July 9, 1999, the Company completed a merger with
Convergence.com Corporation ("Convergence.com"),  whereby Convergence.com became
a wholly owned subsidiary of the Company.  These transactions were accounted for
under  the  pooling-of-interest  method  of  accounting  and, accordingly,   the
accompanying  financial  statements  have been  retroactively  restated  to give
effect to the  Convergence.com  and SVCI mergers as if they had occurred on June
26,  1998.  As a result of the merger  with  Convergence.com,  the  Company  now
operates a separate business unit called Broadband  Management  Services,  which
provides design,  activation,  network management and optimizations,  as well as
ongoing  support,  repair and  maintenance to broadband  operators in the United
States.

3. BUSINESS COMBINATIONS

On July 9, 1999, the Company consummated a merger with Convergence.com a Georgia
corporation,  whereby  Convergence.com  became a wholly owned  subsidiary of the
Company.  The merger will enable the Company to offer an  integrated  package of
network  management  and  support  services  and  products.   The  expertise  of
Convergence.com  in enabling  high-speed  digital data transmission and Internet
delivery over HFC networks by providing  network design,  activation and support
services will augment the Company's existing technical service capabilities.  As
consideration  in  the  merger,  each  outstanding  share  of  common  stock  of
Convergence.com  was converted into one share of the Company's  common stock for
an aggregate of 1,433,323 shares of the Company's common stock. Each outstanding
warrant to acquire  Convergence.com common stock was converted into a warrant to
acquire  the  Company's  common  stock for an  aggregate  of warrants to acquire
366,930 shares of the Company's common stock. The merger was accounted for under
the pooling-of-interests method of accounting.

On September 17, 1999,  the Company  consummated a merger with SVCI a California
corporation,  whereby SVCI became a wholly owned subsidiary of the Company. This
acquisition  will  enable the  Company to broaden  and  strengthen  its  network
transmission  product  offering by adding  advanced  fiber optic products to the
Company's existing radio frequency (RF) and fiber optic products. In particular,
the  Company's  product  offering will be  strengthened  with respect to headend
fiber optic equipment. As consideration in the merger, each outstanding share of
common stock of SVCI was converted into 0.094534 shares of the Company's  common
stock,  resulting in the issuance of 1,545,081  shares of the  Company's  common
stock  (subject  to  reduction   pursuant  to  certain   escrow   arrangements).
Outstanding  stock  options  and  warrants  to acquire  SVCI  common  stock were
converted into stock options and warrants to acquire the Company's  common stock
using the same  conversion  ratio (with  appropriate  adjustment to the exercise
price) for an aggregate of stock options and warrants to acquire  383,844 shares
of  the  Company's  common  stock.  The  merger  was  accounted  for  under  the
pooling-of-interests method of accounting.

The Company recorded a one-time charge of $3,673,000,  ($3,113,000,  net of tax)
related to the business combinations in the thirteen-week period ended September
24, 1999. The one-time charge includes the merger  transaction costs, as well as
restructuring  costs which  included  severance  payments for  approximately  40
employees  affected by consolidation of positions and  administrative  functions
resulting  from the mergers,  and write-off of assets  related to existing fiber
optic products that became redundant as a result of the acquisition of SVCI.

Both of these mergers were accounted for using the  pooling-of-interests  method
of accounting.  This method  requires that historical  financial  results of the
merged  companies  be combined  and  presented  as if the  Companies  had always
operated as one entity.  Accordingly,  the Company's  financial  statements  are
presented on a restated  combined basis as if the mergers had occurred as of the
beginning of the  thirteen-week  periods ended  September 24, 1999 and September
25,  1998,  The  restated  combined  financial  statements  are not  necessarily
indicative  of the results that would have  occurred if the three  companies had
actually been one entity during the entire thirteen-week periods ended September
24, 1999 and September 25, 1998.

4. ACCRUED LIABILITIES

<TABLE>
Accrued liabilities consisted of:
<CAPTION>

                                                  September 24,            June 25,
                                                      1999                  1999
                                                ----------------       ----------------
                                                           (000's omitted)
<S>                                             <C>                    <C>
Accrued incentive plan expense                          $   987                $ 2,285
Accrued vacation expense                                  1,814                  2,000
Accrued salary expense                                    4,759                  1,297
Accrued salary and sales tax expense                      1,024                  1,519
Accrued warranty expense                                  1,918                  1,742
Accrued workers compensation
  self-insurance expense                                  1,904                  1,724
Accrued merger-related costs                              1,365                      0
Accrued sales commissions and rebates payable               547                    951
Accrued income taxes                                      3,119                  3,304
Accrued other                                             1,783                  1,420
                                                ----------------       ----------------
                                                        $19,220                $16,242
                                                ================       ================
</TABLE>

5. COMPREHENSIVE INCOME (LOSS):

The components of accumulated other comprehensive  income (loss), net of tax, of
the Company are as follows:
<TABLE>
<CAPTION>
                                                        September 24,             June 25,
                                                            1999                    1999
                                                         -----------             ----------
                                                                  (000's omitted)
<S>                                                        <C>                      <C>
Foreign currency translation loss                          $   (92)                 $  (92)
Unrealized holding loss on marketable securities                (8)                     (4)
                                                         ----------              ----------
Accumulated other comprehensive loss                       $  (100)                 $  (96)
                                                         ==========              ==========
</TABLE>
The  components  of   comprehensive   income  (loss)  of  the  Company  for  the
thirteen-week  periods ended  September 24, 1999, and September 25, 1998, are as
follows:
<TABLE>
<CAPTION>
                                                                  Thirteen Weeks Ended
                                                             September 24,     September 25,
                                                                  1999              1998
                                                             -------------      ------------
                                                                       (000's omitted)
<S>                                                               <C>               <C>
Net income (loss)                                                 $    55           $  (828)
Other comprehensive income (loss), net of tax:
    Foreign currency translation gain                                   0                24
    Unrealized loss on equity securities                               (4)                0
                                                                  --------         --------
Other comprehensive income (loss)                                      (4)               24
(net of tax expense (benefit) of ($2) and $16)
                                                                  --------         --------
Comprehensive income (loss)                                       $    51           $  (804)
                                                                  ========         ========
</TABLE>

6. NET INCOME (LOSS) PER SHARE:

Basic  earnings per share are computed  based on the weighted  average number of
common shares outstanding,  excluding any dilutive options, warrants and awards.
Dilutive earnings per share are computed based on the weighted average number of
common shares outstanding plus the dilutive effect of options and warrants.  The
dilutive  effect of options and warrants is calculated  under the treasury stock
method  using the average  market  price for the period.  Net income  (loss) per
share is calculated for the periods presented as follows:
<TABLE>
<CAPTION>
                                                     Thirteen Weeks Ended
                                               September 24,         September 25,
                                                   1999                 1998
                                                ------------         -------------
                                             (000's omitted, except per share data)
<S>                                             <C>                  <C>
Basic:

Weighted average shares outstanding                 12,224               12,124
                                              ------------         ------------
Total                                               12,224               12,124


Income (loss) from continuing operations         $      19            $  (1,116)
Gain from discontinued operations                       36                  288
                                              ------------         ------------
Net income (loss)                                $      55            $    (828)
                                              ------------         ------------

Net income (loss) per share:
  Continuing operations                          $    0.00            $   (0.09)
  Discontinued operations                             0.00                 0.02
                                              ------------         ------------
Net income (loss) per share                      $    0.00            $   (0.07)
                                              ============         ============


Diluted:

Weighted average shares outstanding                 12,224               12,124
Weighted average common stock
  equivalents                                        1,042                    0
                                              ------------         ------------
Total                                               13,266               12,124

Income (loss) from continuing operations         $      19            $  (1,116)
Gain from discontinued operations                       36                  288
                                              ------------         ------------
Net income (loss)                                $      55            $    (828)
                                              ------------         ------------

Net income (loss) per share:
  Continuing operations                          $    0.00            $   (0.09)
  Discontinued operations                             0.00                 0.02
                                              ------------         ------------
Net income (loss) per share                      $    0.00            $   (0.07)
                                              ============         ============
</TABLE>
<PAGE>
7. SEGMENT INFORMATION

The Company  adopted the  Statement of Financial  Accounting  Standards No. 131,
"Disclosures About Segments of an Enterprise and Related Information" (Statement
131),  in fiscal year 1999.  For the  thirteen-week  period ended  September 24,
1999, the Company operated in two industry segments; the Electronic Distribution
Products  segment,   which  provides  HFC  equipment  for  signal   distribution
applications,  primarily  to the  CATV  market,  and  the  Broadband  Management
Services  segment,  which provides HFC technical  services and Internet enabling
technical services and support to broadband  operators in the United States. For
the thirteen-week  period ended September 25, 1998, the Company also operated in
two industry segments;  the Electronic  Distribution  Product segment,  which at
that time included HFC technical services and the Broadband  Management Services
segment.  For the  thirteen-week  period ended  September 24, 1999,  the Company
elected to change the reporting of its Broadband Management Services segment, to
include HFC technical  services  which were  previously  reported as part of the
Electronic  Distribution  Product segment during the thirteen-week  period ended
September 25, 1998.  The Company  believes it is  impracticable  to disclose the
impact of this change on a restated  segment basis for prior  periods  presented
and does not believe the change to be significant.

Information  about  industry  segments  for  the  thirteen-week   periods  ended
September 24, 1999, and September 25, 1998, is as follows:
<TABLE>
<CAPTION>
                                                                                   Discontinued
                                                     Continuing Operations         Operations
                                                    ------------------------       -------------
                                                                                   Digital
                                                    Electronic     Broadband       Fiber Optics
                                                    Distribution   Management      Transmission
                                                    Products       Services        Products         Total
                                                    ------------   ---------       ------------    ---------
Thirteen-week period ended September 24, 1999
<S>                                                   <C>              <C>              <C>          <C>
Total revenue ....................................... $60,461          $4,042           $  --        $64,503
Operating income (loss) .............................   7,172          (1,231)             --          5,941 (A)
Interest income .....................................                                                     48
Interest expense ....................................                                                    621
Income tax expense ..................................                                                  1,321
Identifiable assets at September 24, 1999 ........... 100,674           8,226            1,154       110,054
Capital expenditures ................................   2,683             507               --         3,190
Depreciation and amortization .......................   1,976             188               --         2,164

Thirteen-week period ended September 25, 1998
Total revenue ....................................... $33,758            $896               --       $34,654
Operating (loss) ....................................    (112)           (506)              --          (618)
Interest income .....................................                                                     48
Interest expense ....................................                                                     57
Income tax expense ..................................                                                    471
Identifiable assets at September 25, 1998 ........... 100,458           2,491            2,885       105,834
Capital expenditures ................................   1,054              20               --         1,074
Depreciation and amortization .......................   2,011              75               --         2,086
<FN>
(A)  Operating income excludes one time merger-related cost related to the Convergence.com Corporation and Silicon Valley
     Communications, Inc.  mergers.(See Note 3 - Notes to Condensed Consolidated Financial Statements.)
</FN>
</TABLE>
The Company and subsidiaries operate in various geographic areas as indicated by
the following:
<TABLE>
<CAPTION>
                                                            U.S.         Canada         Europe       Eliminations       Total
                                                         -----------   ------------  -------------   -------------   -------------
Thirteen-week period ended September 24, 1999
<S>                                                          <C>           <C>           <C>                <C>           <C>
Sales to unaffiliated customers:
Domestic ..................................................  $57,874       $42           $43                 --           $57,959
Export ....................................................    6,544        --            --                 --             6,544
Transfers between geographic areas ........................       12        --            --                (12)               --
Total revenue .............................................   64,430        42            43                (12)           64,503
Operating income (loss) ...................................    6,198       (66)         (191)                --             5,941(A)
Interest income ...........................................                                                                    48
Interest expense ..........................................                                                                   621
Income tax expense ........................................                                                                 1,321
Identifiable assets at September 24, 1999 .................  108,281       455           164                 --           108,900
Capital expenditures ......................................    3,189        --             1                 --             3,190
Depreciation and amortization .............................    2,159        --             5                 --             2,164

Thirteen-week period ended September 25, 1998
Sales to unaffiliated customers:
Domestic ..................................................  $31,417      $200           $40                 --           $31,657
Export ....................................................    2,997        --            --                 --             2,997
Transfers between geographic areas ........................       52        --            --                (52)               --
Total revenue .............................................   34,466       200            40                (52)           34,654
Operating income (loss) ...................................     (624)      (23)           29                 --              (618)
Interest income ...........................................                                                                    48
Interest expense ..........................................                                                                    57
Income tax expense ........................................                                                                   471
Identifiable assets at September 25, 1998 .................  101,556       954           439                 --           102,949
Capital expenditures ......................................    1,074        --            --                 --             1,074
Depreciation and amortization .............................    2,078         3             5                 --             2,086
<FN>
(A)  Operating income excludes one time merger-related cost related to the Convergence.com Corporation and Silicon Valley
     Communications, Inc.  mergers.(See Note 3 - Notes to Condensed Consolidated Financial Statements.)
</FN>
</TABLE>
<PAGE>
Item 2.  Management's Discussion and Analysis of Financial Conditions and
         Results of Operations

General

The following  discussion addresses the financial condition of the Company as of
September 24, 1999, and the results of operations for the  thirteen-week  period
ended September 24, 1999,  compared with the same period of the prior year. This
discussion  should be read in conjunction with the  Management's  Discussion and
Analysis  section  for the  fiscal  year ended June 25,  1999,  included  in the
Company's Annual Report on Form 10-K.

Disclosure Regarding Forward-Looking Statements

Some of the information presented in this report,  including, but not limited to
continuation of increased  domestic spending for network upgrades,  expectations
regarding international sales volume,  anticipated increased spending on product
development,  the continued  availability  of capital  resources,  the Company's
expectations  in connection  with the mergers with  Convergence.com  Corporation
("Convergence.com") and Silicon Valley Communications,  Inc. ("SVCI"), continued
delivery of fiber optic  equipment to AT&T  Broadband and Internet  Services and
the Company's  ability to assess the risks of the Year 2000 issue,  with respect
to  its   operations,   and  resolve  them  in  a  timely   manner,   constitute
forward-looking   statements  within  the  meaning  of  the  Private  Securities
Litigation  Reform  Act  of  1995.   Although  the  Company  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,  among others,  the
ability to integrate both Convergence.com's and SVCI's businesses, the timing of
orders  received  from  customers,  the gain or loss of  significant  customers,
changes  in  the  mix of  products  sold,  the  unsuccessful  deployment  of the
Company's  fiber optic products in the AT&T field trial, or failure of the field
trial more  generally,  continued  industry  consolidation,  the  development of
competing  technology,  changes  in the  cost  and  availability  of  parts  and
supplies,  fluctuations in warranty costs, new product  development  activities,
the Company's ability to implement its strategies of product, service and global
market  expansion,  economic  conditions  affecting  domestic and  international
markets,  regulatory  changes  affecting  the  telecommunications  industry,  in
general, and the Company's operations, in particular, competition and changes in
domestic and international  demand for the Company's  products and other factors
which may  impact  operations  and  manufacturing.  For  additional  information
concerning  these  and other  important  factors  which may cause the  Company's
actual  results  to  differ   materially   from   expectations   and  underlying
assumptions,  please refer to the Company's reports filed on Form 10-K and other
reports and materials filed with the Securities and Exchange Commission.

Business Combinations

On July 9, 1999, the Company consummated a merger with Convergence.com a Georgia
corporation,  whereby  Convergence.com  became a wholly owned  subsidiary of the
Company.  The  merger  enables  the  Company to offer an  integrated  package of
network  management  and  support  services  and  products.   The  expertise  of
Convergence.com  in enabling  high-speed  digital data transmission and Internet
delivery over HFC networks by providing  network design,  activation and support
services will augment the Company's existing technical service capabilities.  As
consideration  in  the  merger,  each  outstanding  share  of  common  stock  of
Convergence.com  was converted into one share of the Company's  common stock for
an aggregate of 1,433,323 shares of the Company's common stock. Each outstanding
warrant to acquire  Convergence.com common stock was converted into a warrant to
acquire  the  Company's  common  stock for an  aggregate  of warrants to acquire
366,930 shares of the Company's common stock. The merger was accounted for under
the pooling-of-interests method of accounting.

On September 17, 1999,  the Company  consummated a merger with SVCI a California
corporation,  whereby SVCI became a wholly owned subsidiary of the Company. This
acquisition   enables  the  Company  to  broaden  and   strengthen  its  network
transmission  product  offering by adding  advanced  fiber optic products to the
Company's existing radio frequency (RF) and fiber optic products. In particular,
the  Company's  product  offering will be  strengthened  with respect to headend
fiber optic equipment. As consideration in the merger, each outstanding share of
common stock of SVCI was converted into 0.094534 shares of the Company's  common
stock,  resulting in the issuance of 1,545,081  shares of the  Company's  common
stock  (subject  to  reduction   pursuant  to  certain   escrow   arrangements).
Outstanding  stock  options  and  warrants  to acquire  SVCI  common  stock were
converted into stock options and warrants to acquire the Company's  common stock
using the same  conversion  ratio (with  appropriate  adjustment to the exercise
price) for an aggregate of stock options and warrants to acquire  383,844 shares
of  the  Company's  common  stock.  The  merger  was  accounted  for  under  the
pooling-of-interests method of accounting.

The Company recorded a one-time charge of $3,673,000,  ($3,113,000,  net of tax)
related to the business combinations in the thirteen-week period ended September
24, 1999. The one-time charge includes the merger  transaction costs, as well as
restructuring  costs which  included  severance  payments for  approximately  40
employees  affected by consolidation of positions and  administrative  functions
resulting  from the mergers,  and write-off of assets  related to existing fiber
optic products that became redundant as a result of the acquisition of SVCI.

Both of these mergers were accounted for using the  pooling-of-interests  method
of accounting.  This method  requires that historical  financial  results of the
merged  companies  be combined  and  presented  as if the  Companies  had always
operated as one entity.  Accordingly,  the Company's  financial  statements  are
presented on a restated  combined basis as if the mergers had occurred as of the
beginning of the  thirteen-week  periods ended  September 24, 1999 and September
25,  1998,  The  restated  combined  financial  statements  are not  necessarily
indicative  of the results that would have  occurred if the three  companies had
actually been one entity during the entire thirteen-week periods ended September
24, 1999 and September 25, 1998.

Results of Operations

Net  sales  for  the  thirteen-week   period  ended  September  24,  1999,  were
$64,503,000,  an increase of 86% from the prior year's sales of $34,654,000  for
the same period.  The increase in sales was primarily  attributable to increased
capital  spending for cable  network  transmission  equipment by domestic  cable
operators  and from  increased  sales of technical  services  related to design,
activation and support of cable networks.

Domestic sales, as a percentage of total  consolidated  sales,  were 90% for the
quarter ended  September  24, 1999.  This compares to 91% for same period of the
prior year.  Domestic sales increased 83% during the quarter ended September 24,
1999, compared to the same period of the prior year. The increase was the result
of increased  domestic sales of hybrid/fiber coax (HFC)  transmission  equipment
and related  services  during the quarter  caused by  domestic  cable  operators
continuing  to upgrade  and  rebuild  their  systems,  principally  to offer new
services including two-way internet access.

International  sales, as a percentage of total consolidated  sales, were 10% for
the quarter ended September 24, 1999. This compares to 9% for the same period of
the prior  year.  Sales to  international  customers  increased  105% during the
quarter ended September 24, 1999, compared to the same period of the prior year.
The increase for the quarter, resulted primarily from increased demand primarily
from a customer  in Canada.  The  Company  expects  international  markets  will
represent a  substantial  portion of its sales base,  but  believes  demand will
continue to be highly variable.

The Company's  backlog of sales orders at September 24, 1999, was  approximately
$43.4 million,  consisting of backlog from domestic and international  customers
of 86% and 14%,  respectively.  The Company's  backlog was  approximately  $57.6
million at the end of the previous  fiscal  quarter  ended June 25, 1999,  which
consisted of backlog from domestic and  international  customers of 90% and 10%,
respectively. The Company booked approximately $50.4 million of new sales orders
during the quarter ended September 24, 1999,  resulting in a book-to-bill  ratio
for the quarter of .78. As a result of  consolidation  of  ownership of domestic
cable  systems,  the Company's  bookings and sales levels are dependent upon the
timing of orders from a limited number of large customer  accounts.  The Company
believes  bookings  from  these  customers  can be  influenced  by a variety  of
factors,  including  overall demand for cable services and the acceptance of new
broadband services,  competitive pressures, cable operators' access to financing
and cable operators' annual budget cycles.  Variations in the timing of bookings
and sales can cause significant fluctuations in quarterly operating results.

Gross profit  percentage for the  thirteen-week  period ended September 24, 1999
was 25.2%  versus  21.7% for the same  period of the prior year.  Reductions  in
material costs,  changes in customer and product mix, lower  manufacturing costs
resulting from the Company's operation in Mexico and efficiencies resulting from
higher production volume and manufacturing automation initiatives contributed to
the increase in the gross profit  percentage  during the quarter compared to the
same period of the prior year.

Selling,  general and administrative expenses for the thirteen-week period ended
September 24, 1999,  were  $7,109,000,  an increase of 33% over the prior year's
total of $5,355,000 for the same period. The increase was due to various selling
and administrative costs, including personnel costs associated with higher sales
volumes and expansion of the Company's technical customer services business unit
and  domestic  sales  force  during  the  prior  year,  resulting  in  increased
expenditures during the quarter compared to the same period of the prior year.

Research  and  product  development  costs for the  thirteen-week  period  ended
September 24, 1999,  were  $3,175,000,  an increase of 14% over the prior year's
total of $2,789,000  for the same period.  The increased  expenditures  resulted
from higher personnel costs and additional expenses primarily for development of
fiber  optic  transmission  products,  including  transmitters,   receivers  and
Erbium-Doped  Fiber  Amplifiers  (EDFAs),  for advanced HFC networks and network
management products, including continued development of the Company's CNM System
2 software.  These  products  include the  Company's  new  mini-fiber  nodes and
multiplexing nodes, for which initial delivery has been made to AT&T Broadband &
Internet  Services  (AT&T  BIS) for  deployment  in the Salt Lake City  trial of
AT&T's LightWire(TM) Neighborhood Broadband System. Both node products form part
of the foundation for the experimental  LightWire(TM)  architecture developed by
AT&T BIS and AT&T Labs. The trial  deployment in Salt Lake City will be used for
concept  testing of this  architecture.  The Company  anticipates  research  and
product development  expenses to increase in future periods,  related to ongoing
initiatives, although these expenses may vary as a percentage of sales.

Interest  expense for the  thirteen-week  period ended  September 24, 1999,  was
$621,000,  compared to $57,000,  for the same period of the prior year. Included
in interest expense for the  thirteen-week  period ended September 24, 1999, was
$381,000 of additional amortization related to the fair market value of warrants
issued  in  fiscal  year  1999  in  connection   with  certain  debt   financing
arrangements.  In  addition,  interest  expense  increased  for the quarter as a
result of an  increase  in  short-term  borrowings  on the  Company's  revolving
line-of-credit  agreement  and other  short-term  credit  facilities  during the
period.

Other  expense  for the  thirteen-week  period  ended  September  24,  1999  was
$355,000,  compared  to  $18,000  for the same  period  of the prior  year.  The
increase in other expense for the quarter resulted  primarily from adjustment of
the  carrying  value of  property  held-for-sale,  and  losses  on  disposal  of
property, plant, and equipment during the quarter.

The effective income tax rate for the  thirteen-week  period ended September 24,
1999,  was 98.6%,  compared to 73.0% for the same period of the prior year.  The
Company's effective tax rate for the quarter ended September 24, 1999, excluding
non-recurring  business  combination costs, was approximately  37.5%. The higher
effective  tax rate for the quarter  ended  September  24, 1999,  is a result of
permanent differences for non-deductible  business combination costs incurred in
relation to the mergers with  Convergence.com and SVCI. The higher effective tax
rate for the quarter ended September 25, 1998, resulted from limited tax benefit
related to operating losses at both SVCI and Convergence.com.

Net income for the  thirteen-week  period ended September 24, 1999, was $55,000,
which  includes  income  from  continuing  operations  of $19,000  and a gain on
disposal  of a  discontinued  business  segment  of  $36,000,  net of tax.  This
compares to a net loss of $828,000 for the same period of the prior year,  which
included a loss from continuing operations of $1,116,000, and a gain on disposal
of a discontinued business segment of $288,000, net of tax.

Liquidity and Capital Resources

As of September 24, 1999, cash and cash equivalents totaled $ 500,000, down from
$4,695,000  at June 25, 1999.  Net cash and cash  equivalents  used in operating
activities was $4,532,000 for the thirteen-week period ended September 24, 1999.
This compares to cash and cash equivalents  provided by operating  activities of
$2,590,000, for the same period of the prior year. The increase in cash and cash
equivalents  used in operating  activities  for the  thirteen-week  period ended
September 24, 1999 compared to the same period of the prior year,  was primarily
due to business combination costs associated with the mergers of Convergence.com
and SVCI, and increased inventory purchases and accounts  receivables  resulting
from a higher level of production and sales volume during the quarter.

Net cash and cash  equivalents  used in investing  activities was $3,188,000 for
the  thirteen-week  period ended September 24, 1999,  compared to $1,029,000 for
the same period of the prior  year.  The  increase in cash and cash  equivalents
used in  investing  activities  was  primarily  due to  increased  purchases  of
property, plant and equipment to expand and automate the Company's manufacturing
operations.

Net  cash  and  cash  equivalents   provided  by  financing  activities  totaled
$3,525,000 for the thirteen-week  period ended September 24, 1999. This compares
to net cash and cash equivalents used in financing  activities of $3,632,000 for
the same period of the prior year. The Company's  financing  activities  consist
primarily of borrowings  and payments on short-term and long-term  debt.  During
the  thirteen-week  period ended September 24, 1999, the Company  increased it's
net borrowing on short-term  credit facilities by $1,603,000 for working capital
purposes.  In addition,  the Company generated $2,111,000 in cash as a result of
employee stock option exercises during the quarter.

On August 9, 1999, the Company replaced its $25,000,000 revolving line-of-credit
agreement with a new credit  agreement  established with three banks under which
it may borrow up to $70,000,000. The agreement has two parts. First, $20,000,000
is available as a revolving  line-of-credit,  subject to an aggregate  sub-limit
of  $2,000,000  for issuance of letters of credit,  which is  committed  through
December 31, 1999. The second part is a 364-day  standby  acquisition  facility,
which  enables  the  Company  to  borrow  up  to   $50,000,000,   for  strategic
acquisitions and/or  investments.  Each draw on the facility may be extended for
up to 84 months.  A pricing  matrix has been  established  for credit pricing on
these facilities which is a function of the Company's total funded  indebtedness
to earnings before  interest,  taxes,  depreciation  and  amortization  (EBITDA)
ratio. Borrowings under this credit agreement bear interest at various rates, at
the Company's option.

In addition,  the Company amended its existing $3,000,000 term loan to eliminate
terms and conditions  that govern that facility and replaced them with terms and
conditions that have been entered into for the revolving  line-of-credit and the
standby facility.  The outstanding  balance on the term loan will be split among
the  three  participating  banks  based on their  pro-rated  share of the  total
balance of combined credit facilities.

Borrowings on these  facilities are unsecured,  subject to a negative  pledge on
all business assets,  and the Company is required to maintain certain  financial
ratios and indebtedness tests.

On  September  28,  1999,  the Company  announced  the filing of a  registration
statement for a proposed public offering of 2,500,000 shares of its common stock
plus an over-allotment  option of a maximum of 375,000 shares. Net proceeds from
the  offering  are to be  used  for  the  repayment  of  debt  and  for  capital
expenditures. The balance of the net proceeds will be used for general corporate
purposes, including working capital.

Management believes that operating cash flow, proposed public offering,  as well
as the aforementioned credit agreement, will be adequate to provide for all cash
requirements for the foreseeable future, subject to requirements that additional
growth or strategic development might dictate.

Year 2000 Readiness Disclosure

The  Company  is aware of the  issues  associated  with the  limitations  of the
programming code in many existing computer systems, whereby the computer systems
may not properly  recognize or process  date-sensitive  information  as the Year
2000 approaches.  The Company's  date-sensitive  systems include test equipment,
computer systems embedded in production equipment,  products containing computer
systems,  business data processing systems,  production  management and planning
systems,  and personal  computers.  Systems that do not properly  recognize such
information could generate erroneous data or cause a system to fail.

During  fiscal  1999,  the  Company's  Year 2000  project  team  (consisting  of
representatives   from   the   Company's   information   technology,    finance,
manufacturing,  product development,  quality assurance, and sales and marketing
departments)  completed its assessment of the Company's internal  date-sensitive
equipment to determine Year 2000  compliance.  As of June 25, 1999, prior to the
acquisitions of Convergence.com and Silicon Valley  Communications,  the Company
concluded that approximately 7% of the Company's  date-sensitive  equipment were
non-compliant.  Most of these non-compliant items can and will be upgraded to be
compliant before January 1, 2000 at minimal cost. The non-compliant hardware and
software were determined not to be in critical systems.

At this time,  all  critical  systems  have been  designated  compliant by their
manufacturers.  To verify manufacturers' assertions, the Company has developed a
testing plan for its critical  systems and began  compliance  testing during the
third  quarter of fiscal 1999.  The Company has  completed  compliance  testing,
other  than  the  Company's  payroll  system,   which  the  Company  anticipates
completing  early in the second quarter of fiscal 2000. At this time,  there are
no exceptions identified with these manufacturers' assertions.

Throughout fiscal 1999, the Company  corresponded with its principal  customers,
suppliers,  vendors and subcontractors to ascertain their readiness for the Year
2000 and  requested  assurances  that they are  addressing  the Year 2000 issue.
These  actions were intended to help  mitigate the possible  external  impact of
Year 2000 issues.  However,  the Company is unable to fully assess the potential
consequences  in the event of  unforeseen  compliance  issues  with the  systems
operated by its customers, suppliers, vendors or subcontractors.

The Company has assessed its products  presently  being sold and those installed
in  customers'  networks.  Only the  Company's  network  management  system  has
inherent  software  embedded  in it and the  Company  has  assessed  its network
management software and firmware, both present and previously sold versions, and
found them to be Year 2000 compliant.

As a result of the mergers consummated with  Convergence.com on July 9, 1999 and
SVCI on September 17, 1999,  the Company is in the process of assessing  each of
Convergence.com's  and SVCI's Year 2000  initiatives.  The Company will focus on
the  compliance   attainment  efforts  of  their  customers  and  suppliers  and
Convergence.com and SVCI's internal date-sensitive  equipment.  This activity is
expected  to last  into  the  second  quarter  of  fiscal  2000.  The  Company's
preliminary assessment is that the Year 2000 costs associated with these mergers
will be minimal.

Based on the  Company's  assessment  to date,  the Company  believes it will not
experience  any material  disruption  as a result of Year 2000 problems with the
Company's  internal  financial,  manufacturing and other computer  systems.  The
Company's most reasonably  likely worst case scenario would be disruption of its
operations  and lost revenues as a result of  non-compliance  of its systems and
those  operated by its customers,  suppliers,  vendors and  subcontractors.  The
Company has  established a contingency  plan detailing how it will operate under
this scenario. This plan will be refined during the first and second quarters of
fiscal 2000, but includes  provisions  for  increasing  production and inventory
levels,  altering third-party  business  relationships,  if necessary,  ensuring
adequate  financial and personnel  resources exist to adequately remedy problems
as soon as detected, and other contingency efforts.

While the total  estimated  cost of  assessing  Year 2000 issues is difficult to
predict with accuracy,  based on the Company's  evaluation  and assessment  thus
far,  the Company  estimates  that its total costs will not exceed  $500,000 and
should not have a material adverse impact on its operating  results or financial
condition.  However,  Year 2000 issues  could have a  significant  impact on the
Company's  operations  and its  financial  results  if  modifications  cannot be
completed on a timely basis, if unforeseen  needs or problems arise, or if there
are unforeseen  compliance  problems with the systems operated by its customers,
suppliers, vendors or subcontractors.  Moreover, the change to the Year 2000 may
negatively impact the Company's  customers or the cable television industry as a
whole,  causing  reduced  demand and market  disruption in  anticipation  of, or
following, the start of the Year 2000.


<PAGE>
PART II.  OTHER INFORMATION

Item 2.   Changes in Securities and Use of Proceeds

On  July  9,  1999,  the  Company  consummated  a  merger  with  Convergence.com
Corporation  ("Convergence.com") a Georgia corporation,  whereby Convergence.com
became a wholly owned subsidiary of the Company. As consideration in the merger,
each outstanding share of common stock of Convergence.com was converted into one
share of the Company's  common stock for an aggregate of 1,433,323 shares of the
Company's  common stock.  Each  outstanding  warrant to acquire  Convergence.com
common stock was converted into a warrant to acquire the Company's  common stock
for an aggregate of warrants to acquire  366,930 shares of the Company's  common
stock.  Warrants to purchase 340,158 shares are exercisable at a price of $10.00
per share,  and warrants to purchase 26,772 shares are exercisable at a price of
$0.75 per share.  The merger was  accounted  for under the  pooling-of-interests
method of  accounting.  These  securities  were  issued  in a private  placement
pursuant to Section 4(2) of the Securities Act of 1933, as amended.  As required
by the merger  agreement,  a Registration  Statement  covering the resale of the
shares  issued,  or  issuable  upon  exercise  of the  warrants,  to the  former
Convergence.com  shareholders, has been declared effective by the Securities and
Exchange Commission.

On September  17, 1999,  the Company  consummated  a merger with Silicon  Valley
Communications,  Inc. ("SVCI") a California  corporation,  whereby SVCI became a
wholly owned subsidiary of the Company.  As  consideration  in the merger,  each
outstanding  share of common stock of SVCI was converted into 0.094534 shares of
the  Company's  common  stock,  resulting  in the  issuance of an  aggregate  of
1,545,081 shares of the Company's common stock (subject to reduction pursuant to
certain escrow arrangements).  Outstanding stock options and warrants to acquire
SVCI common stock were  converted into stock options and warrants to acquire the
Company's  common  stock  using  the same  conversion  ratio  (with  appropriate
adjustment to the exercise price) for an aggregate of stock options and warrants
to acquire 383,844 shares of the Company's  common stock. The share and exercise
prices for these  warrants and stock  options,  as adjusted  for the  conversion
ratio, are as follows:

<TABLE>
<CAPTION>
                                                   Exercise
                            Shares                   Price
                          -----------             ----------
Warrants:
<S>                         <C>                     <C>
                              8,697                 $ 13.12
                            132,349                 $ 21.16
                            103,514                 $ 31.73
                              5,199                 $ 74.05
                          -----------
                            249,759
                          ===========
Stock options:
                              5,045                 $  0.11
                            129,040                 $  2.12
                          -----------
                            134,085
                          ===========
</TABLE>

The  merger  was  accounted  for  under  the   pooling-of-interests   method  of
accounting.  These  securities  were issued in a private  placement  pursuant to
Section  4(2) of the  Securities  Act of  1933,  as  amended  and  Regulation  S
promulgated  thereunder.  As required by the merger  agreement,  a  Registration
Statement covering the resale of the shares issued, or issuable upon exercise of
the  warrants,  to the  former  SVCI  shareholders,  has  been  filed  with  the
Securities and Exchange Commission.

On August 17, 1999, the Board of Directors of the Company declared a dividend of
one preferred  share  purchase right (a "Right") for each  outstanding  share of
common stock, par value $.10 per share, of the Company. The dividend was payable
on  September  9, 1999 to the  shareholders  of record on August  30,  1999 (the
"Record Date").  Each Right entitles the registered  holder to purchase from the
Company one one-hundredth of a share of Series A Junior Participating  Preferred
Stock, no par value per share, of the Company (the "Preferred Stock") at a price
of $150.00  per one  one-hundredth  of a share of  Preferred  Stock,  subject to
adjustment.  The  description  and terms of the Rights are set forth in a Rights
Agreement  dated as of August 17, 1999,  between the Company and American  Stock
Transfer & Trust Co., as Rights  Agent (the "Rights  Agreement").  A copy of the
Rights  Agreement  is  included as an  exhibit  to  the  Company's  registration
statement on Form 8-A filed on August 30, 1999.

Item 6.   Exhibits and Reports on Form 8-K

The following exhibits are included herein:

   (3) (a)   Amended and Restated Articles of Incorporation of Registrant (the
             "Articles of Incorporation") filed with the Secretary of State of
             the Commonwealth of Pennsylvania on February 19, 1981.

   (3) (b)   Amendment to the Articles of Incorporation of Registrant filed with
             the Secretary of State of the Commonwealth of Pennsylvania on
             November 14, 1986.

   (3) (c)   Amendment to the Articles of Incorporation filed with the Secretary
             of State of the Commonwealth of Pennsylvania on September 21, 1995.

   (3) (d)   Amendment to the Articles of Incorporation filed with the Secretary
             of State of the Commonwealth of Pennsylvania on July 9, 1999.

   (3) (e)   Statement with Respect to Shares of Series A Junior Participating
             Preferred Stock filed with the Secretary of State of the
             Commonwealth of Pennsylvania on August 30, 1999.

   (3) (f)   Amendment to the Articles of Incorporation filed with the Secretary
             of State of the Commonwealth of Pennsylvania on October 20, 1999.

   (27) Financial Data Schedule

Reports on Form 8-K

On July 15, 1999, the  Registrant,  filed a Form 8-K dated July 12, 1999,  which
included  press  releases   reporting  the   consummation  of  the  merger  with
Convegence.com  Corporation,  name  change to  C-COR.net  Corp.  and a letter of
intent to acquire Silicon Valley Communications, Inc.

On July 26, 1999, the Registrant, filed a Form 8-K dated July 9, 1999, to report
the consummation of the merger with Convegence.com.

On August 2,  1999,  the  Registrant,  filed a Form  8-K/A to amemd the  Current
Report  filed  on  July  26,  1999,  reporting  Pro-forma  financial  statements
associated with the acquisition of Convergence.com.

On August 30, 1999, the Registrant, filed a Form 8-K reporting the adoption of a
Shareholders' Right Plan.

On September  24, 1999,  the  Registrant,  filed a Form 8-K dated  September 17,
1999, to report the  consummation  of the merger  between  C-COR.net  Corp.  and
Silicon Valley Communications, Inc. and filed pro-forma financial statements for
the periods ended June 25, 1999, June 26, 1998 and June 27, 1997.


<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                               C-COR.net Corp.
                                                     (Registrant)

Date: November 1, 1999                        /s/ William T. Hanelly
                                              ----------------------------------
                                               Vice President-Finance,
                                               Secretary & Treasurer
                                               (Principal Financial Officer)

Date: November 1, 1999                        /s/ Joseph E. Zavacky
                                              ----------------------------------
                                               Controller & Assistant
                                               Secretary
                                               (Principal Accounting Officer)