UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                ----------------
                                    FORM 10-Q

                                   (MARK ONE)

            |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                     FOR THE QUARTER ENDED DECEMBER 31, 1999

                                       or

               TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF

                       THE SECURITIES EXCHANGE ACT OF 1934
         FOR THE TRANSITION PERIOD FROM . . . . . . . . TO . . . . . . .

                         COMMISSION FILE NUMBER 0-23227

                                 ---------------
                                    CVC, INC.

             (Exact name of registrant as specified in its charter)
                                 ---------------

                               DELAWARE 16-1383279
                (State or other jurisdiction of (I.R.S. Employer
              incorporation or organization) Identification Number)

                                  525 LEE ROAD
                            ROCHESTER, NEW YORK 14626

               (Address of principal executive offices, zip code)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (716) 458-2550


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 NO |X|

The number of shares outstanding of the registrant's common stock was 11,604,819
as of February 1, 2000.

<PAGE>
<TABLE>
<CAPTION>

                                    CVC, INC.

                                      INDEX

                                                                                  PAGE
<S>                                                                                <C>
Part I.  Financial Information

Item 1.  Condensed Consolidated Financial Statements:

          Condensed   Consolidated  Balance  Sheets  as  of  December  31,  1999
          (unaudited) and September 30, 1999 ...................................    3

          Condensed  Consolidated  Statements of Operations for the Three Months
          Ended December 31, 1999 and 1998 (unaudited) .........................    4

          Condensed  Consolidated  Statements of Cash Flows for the Three Months
          Ended December 31, 1999 and 1998 (unaudited) .........................    5

          Notes to Condensed  Consolidated  Financial  Statements  for the Three
          Months Ended December 31, 1999 (unaudited) ...........................    6

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations .................................................    8


Part II. Other Information

Item 1.  Legal Proceedings .....................................................   12

Item 2.  Change in Securities and Use of Proceeds ..............................   12

Item 3.  Defaults upon Senior Securities .......................................   12

Item 4.  Submission of Matters to a Vote of Security Holders ...................   12

Item 5.  Other Information .....................................................   12

Item 6.  Exhibits and Reports on Form 8-K ......................................   12

Signatures .....................................................................   13

</TABLE>

                                       2
<PAGE>



                                   PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                                             CVC, INC.
                               CONDENSED CONSOLIDATED BALANCE SHEETS
                                           (IN THOUSANDS)

                                                                    AT DECEMBER 31,   AT SEPTEMBER 30,
                                                                         1999               1999
                                                                         ----               ----
                                                                      (UNAUDITED)
<S>                                                                    <C>                <C>
ASSETS
Current assets:
  Cash and cash equivalents .................................          $  4,171           $    434
  Accounts receivable-trade, less allowance for doubtful
  accounts of $1,471 and $887, respectively .................            18,870             21,559
  Inventories ...............................................            30,255             29,187
  Other current assets ......................................             3,836              4,215
                                                                       --------           --------
     Total current assets ...................................            57,132             55,395

  Property, plant and equipment, net ........................            19,089             19,374
  Other assets, net .........................................             1,057              1,148
                                                                       --------           --------
     Total assets ...........................................          $ 77,278           $ 75,917
                                                                       ========           ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Short-term borrowings and current portion of long-term debt          $  1,040           $ 13,217
  Accounts payable ..........................................             9,866             11,279
  Advances from customers ...................................             1,652              1,483
  Other current liabilities .................................             5,685              7,312
                                                                       --------           --------
     Total current liabilities ..............................            18,243             33,291

  Long-term debt ............................................             7,346              8,493
  Other liabilities .........................................             2,575              2,540
                                                                       --------           --------
     Total liabilities ......................................            28,164             44,324

Stockholders' equity:
  Preferred stock ...........................................                --             19,895
  Common stock ..............................................               116                 24
  Additional paid-in capital ................................            46,073              9,305
  Warrant ...................................................                --                 14
  Unamortized deferred compensation .........................              (110)              (135)
  Retained earnings .........................................             3,329              2,784
  Minimum pension liability .................................              (294)              (294)
                                                                       --------           --------
     Total stockholders' equity .............................            49,114             31,593
                                                                       --------           --------
     Total liabilities & stockholders' equity ...............          $ 77,278           $ 75,917
                                                                       ========           ========

                       See the notes to these condensed financial statements.
</TABLE>
                                       3
<PAGE>

<TABLE>
<CAPTION>

                                             CVC, INC.
                          CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                               (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                                       THREE MONTHS ENDED DECEMBER 31,
                                                                       -------------------------------
                                                                          1999                1998
                                                                          ----                ----
                                                                                 (UNAUDITED)
<S>                                                                     <C>                 <C>
Revenues ..................................................             $25,216             $14,655
Cost of goods sold ........................................              15,505               8,249
                                                                        -------             -------
Gross margin ..............................................               9,711               6,406

Operating expenses
  Research and development ................................               3,983               2,439
  Sales and marketing .....................................               2,972               1,930
  General and administrative ..............................               1,539                 812
                                                                        -------             -------
     Total operating expenses .............................               8,494               5,181

Income from operations ....................................               1,217               1,225
Interest and other expense, net ...........................                 277                 326
                                                                        -------             -------

Income before income taxes ................................                 940                 899
Income taxes ..............................................                 395                 419
                                                                        -------             -------

Net income ................................................             $   545             $   480
                                                                        =======             =======

Net income per share:
                           Basic ..........................             $  0.07             $  0.45
                                                                        =======             =======
                           Diluted ........................             $  0.05             $  0.07
                                                                        =======             =======

Weighted average shares:
                           Basic .........................                7,346               1,058

                           Diluted ........................              11,903               7,318


                       See the notes to these condensed financial statements.
</TABLE>
                                       4
<PAGE>

<TABLE>
<CAPTION>

                                                CVC, INC.
                             CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              (IN THOUSANDS)

                                                                                     THREE MONTHS ENDED
                                                                                        DECEMBER 31,
                                                                                        ------------
                                                                                      1999        1998
                                                                                      ----        ----
                                                                                         (UNAUDITED)
<S>                                                                                 <C>         <C>
Cash flows from operating activities:
        Net income ..............................................................   $    545    $    480

Adjustments to reconcile net income to net cash provided by operating activities:
   Depreciation and amortization ................................................      1,311         788
   Changes in operating assets and liabilities -
      Accounts receivable .......................................................      2,689       2,851
      Inventories ...............................................................     (1,451)      1,035
      Other assets ..............................................................        379         413
      Accounts payable ..........................................................     (1,413)     (2,875)
      Advances from customers ...................................................        169         (98)
      Other liabilities .........................................................     (1,591)     (1,072)
                                                                                    --------    --------
        Total adjustments .......................................................         93       1,042
                                                                                    --------    --------
        Net cash provided by operating activities ...............................        638       1,522
                                                                                    --------    --------
Cash flows from investing activities:
   Capital expenditures .........................................................       (528)       (851)
                                                                                    --------    --------
        Net cash used by investing activities ...................................       (528)       (851)
                                                                                    --------    --------
Cash flows from financing activities:
   Net payments on line of credit ...............................................    (10,679)     (4,139)
   Payments on notes payable ....................................................       (891)        (71)
   Payments on long-term debt and capital lease obligations .....................     (1,754)       (309)
   Net proceeds from issuance of preferred stock and warrant ....................         --       9,844
   Redemption of preferred stock ................................................    (10,000)         --
   Net proceeds from issuance of common stock ...................................     26,951          --
                                                                                    --------    --------
        Net cash provided by financing activities ...............................      3,627       5,325
                                                                                    --------    --------
Net increase in cash and cash equivalents .......................................      3,737       5,996
Cash and cash equivalents, beginning of period ..................................        434         106
                                                                                    --------    --------
Cash and cash equivalents, end of period ........................................   $  4,171    $  6,102
                                                                                    ========    ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Non-cash investing transaction:
   Equipment capitalized from inventory .........................................   $    383    $  1,631
   Conversion of preferred stock to common stock ................................   $  9,834    $     --
Cash paid during the quarter for:
   Interest .....................................................................   $    238    $    283
   Income taxes .................................................................   $    647    $      3


                          See the notes to these condensed financial statements.
</TABLE>

                                       5
<PAGE>




                                    CVC, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


NOTE 1 - BASIS OF PRESENTATION

     The unaudited Condensed Consolidated Financial Statements of CVC, Inc. (the
"Company") have been prepared in accordance with generally  accepted  accounting
principles for interim  financial  information and with the instructions to Form
10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission.
Accordingly,  the Condensed Consolidated Financial Statements do not include all
of the  information  and  footnotes  required by generally  accepted  accounting
principles for complete financial statements. In the opinion of management,  all
adjustments  considered necessary for a fair presentation  (consisting of normal
recurring  adjustments) have been included.  The results for the interim periods
are not  necessarily  indicative of the results to be expected for the year. The
accompanying  Condensed  Consolidated  Financial  Statements  should  be read in
conjunction with the audited consolidated financial statements of the Company as
of and for year ended  September  30, 1999,  as reported in its Annual Report on
Form 10-K filed with the Securities and Exchange Commission.


NOTE 2 - INITIAL PUBLIC OFFERING

On November 12, 1999, the Company  completed an initial public offering pursuant
to which  3,000,000  shares of Common  Stock,  par  value  $0.01 per share  (the
"Common Stock"),  were issued and sold for $10.00 per share,  less  underwriting
discounts  and  commissions  of $0.70 per  share.  In  addition,  as part of the
initial public offering, certain stockholders of the Company sold 500,000 shares
of Common Stock. An additional 525,000 shares were sold by these stockholders as
part of the exercise of the underwriters'  overallotment option. The Company did
not  receive  any of the  proceeds  from  the  sale  of  shares  by the  selling
stockholders.

There were  11,604,819  shares and 2,360,767  shares issued and  outstanding  at
December 31, 1999 and September 30, 1999, respectively,  of the Common Stock. As
part of the initial  public  offerinG,  162,177  shares of preferred  stock were
automatically  converted into 6,131,940 shares of Common Stock. During the three
months  ended  December  31, 1999,  112,136  common  shares were issued upon the
exercise of stock options.


NOTE 3 - INVENTORIES

Inventories  are  recorded  at the lower of cost,  determined  by the  first-in,
first-out method, or market value. The Company provides  inventory  reserves for
excess,  obsolete or slow-moving  inventory based on changes in customer demand,
technology  developments,  and other economic factors.  Inventories consisted of
the following at December 31, 1999 and September 30, 1999 (in thousands):
<TABLE>

                                                      DECEMBER 31,    SEPTEMBER 30,
                                                          1999            1999
                                                          ----            ----
<S>                                                    <C>             <C>
Component parts ................................       $ 17,422        $ 15,421
Work-in-process ................................         11,816          11,674
Finished goods .................................          2,392           4,117
                                                       --------        --------
                                                         31,630          31,212
  Less - reserve for obsolescence ..............         (1,375)         (2,025)
                                                       --------        --------
                                                       $ 30,255        $ 29,187
                                                       ========        ========
</TABLE>

                                       6
<PAGE>


                                    CVC, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


NOTE 4 - COMPREHENSIVE INCOME

Total comprehensive  income was $545,000 and $480,000 for the three months ended
December  31,  1999  and  1998,  respectively.  Total  comprehensive  income  is
comprised of minimum pension liability adjustments, net of taxes. As the minimum
pension  liability is adjusted annually based on actuarial  computations,  other
comprehensive income is consistent with net income on an interim basis.


NOTE 5 - EARNINGS PER SHARE

The  following  table  illustrates  the  calculation  of both basic and  diluted
earnings  per share for the three  months  ended  December 31, 1999 and 1998 (in
thousands):
<TABLE>
                                                                                        1999        1998
                                                                                        ----        ----
<S>                                                                                   <C>         <C>
BASIC EARNINGS PER SHARE

Net income available to common shareholders .....................................     $   545     $   480
Weighted average number of common shares ........................................       7,346       1,058
                                                                                      -------     -------
Basic earnings per share ........................................................     $  0.07     $  0.45
                                                                                      =======     =======

DILUTED EARNINGS PER SHARE

Net income available to common shareholders .....................................     $   545     $   480
                                                                                      =======     =======
Weighted average number of common shares ........................................       7,346       1,058
Common equivalent shares related to stock options and convertible preferred stock       4,557       6,260
                                                                                      -------     -------
Weighted average common and common equivalent shares ............................      11,903       7,318
                                                                                      =======     =======
Diluted earnings per share ......................................................     $  0.05     $  0.07
                                                                                      =======     =======

</TABLE>

                                       7
<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

FORWARD-LOOKING STATEMENTS AND RISK FACTORS

     This Quarterly Report on Form 10-Q may be deemed to contain forward-looking
information. Any forward-looking statements are made pursuant to the safe harbor
provisions   of  the  Private   Securities   Litigation   Reform  Act  of  1995.
Forward-looking  statements,  including statements as to industry trends, future
economic performance, anticipated revenues and expenses, and products or service
line growth,  may be significantly and materially  impacted by certain risks and
uncertainties,  including,  but  not  limited  to,  failure  to  meet  operating
objectives or to execute the  operating  plan of the Company;  competition;  the
cyclical  nature  of  the  data  storage  and  semiconductor  industries;  risks
associated  with the  acceptance of new products by individual  customers and by
the marketplace; risks associated with dependence on major customers; the impact
of economic  downturns in foreign  markets;  integration of acquired  companies;
attraction and retention of key employees;  and other risks referenced from time
to time in the Company's  filings with the Securities  and Exchange  Commission,
including, but not limited to, its Annual Report on Form 10-K for the year ended
September 30, 1999 and the  Company's  prospectus,  dated  November 12, 1999, as
filed with the SEC.

OVERVIEW

     CVC is a worldwide supplier of process equipment used in the manufacture of
magnetic  recording  heads  for tape and disk  drives,  optical  components  for
telecommunications  and  advanced  semiconductor  devices for  computers.  CVC's
principal  product  is  the  CONNEXION  Cluster  Tool  system,   which  provides
integrated  deposition and etch equipment based on a central substrate  handling
platform  and  a  series  of  interchangeable  thin  film  deposition  and  etch
processing  modules.  CVC also  derives  revenue  from the sale of spare  parts,
enhancements, and field service contracts. In order to expand its technology and
broaden its offering of process modules,  CVC acquired  Commonwealth  Scientific
Corporation in May 1999.  Commonwealth's primary products are ion beam etch, ion
beam  deposition and  diamond-like  carbon process  modules for the data storage
industry  and  ion  beam  sources  principally  used  by  suppliers  of  optical
equipment.

RESULTS OF OPERATIONS

     The following table sets forth for the periods  indicated the percentage of
revenues for the following items in CVC's consolidated statement of operations.
<TABLE>
                                                    THREE MONTHS ENDED DECEMBER 31,
                                                    -------------------------------
                                                        1999              1998
                                                        ----              ----
<S>                                                    <C>               <C>
Revenues ...................................           100.0%            100.0%
Cost of goods sold .........................            61.5              56.3
                                                       -----             -----
Gross margin ...............................            38.5              43.7
Operating expenses
   Research and development ................            15.8              16.6
   Sales and marketing .....................            11.8              13.2
   General and administrative ..............             6.1               5.5
                                                       -----             -----
   Total ...................................            33.7              35.3
Income from operations .....................             4.8               8.4
Interest and other, net ....................            (1.1)             (2.2)
                                                       -----             -----
Income before income taxes .................             3.7               6.2
Income taxes ...............................             1.5               2.9
                                                       -----             -----
Net income .................................             2.2               3.3
                                                       =====             =====
</TABLE>

                                       8
<PAGE>


THREE MONTHS ENDED DECEMBER 31, 1999 COMPARED TO THREE MONTHS ENDED DECEMBER 31,
1998

     REVENUES.  Revenues  increased 72.1% to $25.2 million for the quarter ended
December 31, 1999 from $14.7 million for the quarter ended December 31, 1998. Of
the  increase  in  revenue,   approximately  $5.4  million  is  attributable  to
additional sales from Commonwealth  Scientific Corporation which was acquired in
May 1999, as well as increased  sales to data storage  customers of $3.3 million
and increased sales to semiconductor  customers of $2.1 million. These increased
sales were partially offset by decreased  revenues due to the disposition of two
non-core product lines during fiscal 1999.

     GROSS MARGIN.  Gross margin  decreased to 38.5% of revenues for the quarter
ended  December 31, 1999 from 43.7% for the quarter ended December 31, 1998. The
lower  margins are mainly a  reflection  of product mix.  Product  lines such as
spares,  service and  enhancements,  which tend to have more favorable  margins,
represented an unusually high  percentage of overall  revenue in the fiscal 1999
first quarter when compared to the same period in fiscal 2000.

     RESEARCH AND DEVELOPMENT.  Research and development  expenses  increased by
63.3% to $4.0 million for the first quarter of fiscal 2000 from $2.4 million for
the same period in fiscal  1999.  As a  percentage  of  revenues,  research  and
development  expenses were 15.8% and 16.6% for the quarters  ended  December 31,
1999  and  1998,  respectively.   The  increase  in  these  expenses  is  mainly
attributable to $1.1 million of research personnel,  related expenses associated
with the Commonwealth acquisition,  $0.2 million in outside contractors utilized
to assist in the  development  of internal  projects  and $0.2 million in higher
depreciation due to additional  capitalization of demonstration tools throughout
fiscal 1999.

     SALES AND  MARKETING.  Sales and marketing  expenses  increased by 54.0% to
$3.0 million for the quarter  ended  December 31, 1999 from $1.9 million for the
quarter  ended  December  31,  1998.  As a  percentage  of  revenues,  sales and
marketing  expenses  decreased to 11.8% for the December 1999 quarter from 13.2%
for the December 1998 quarter. Of the $1.1 million increase, $0.9 million is due
to the addition of  personnel  and their  related  expenses  resulting  from the
acquisition of  Commonwealth.  The remainder of the increase is  attributable to
the addition of personnel and related expenses in field service to support CVC's
expanded product offering and customer base.

     GENERAL AND ADMINISTRATIVE.  General and administrative  expenses increased
by 89.5% to $1.5 million for the first  quarter of fiscal 2000 from $0.8 million
in the first quarter of fiscal 1999.  As a percentage  of revenues,  general and
administrative  expenses were 6.1% and 5.5% for the quarters  ended December 31,
1999 and 1998, respectively. The increase in general and administrative expenses
reflects  additional costs of $0.4 million due to the  Commonwealth  acquisition
and additional accruals for doubtful accounts of $0.2 million.

     INTEREST  AND OTHER,  NET.  Interest and other,  net  decreased by 14.9% to
$277,000 in the quarter  ended  December  31, 1999 from  $326,000 in the quarter
ended December 31, 1998.  This decrease  reflects lower interest  expense due to
the payment of debt with a portion of the  proceeds  from CVC's  initial  public
offering during the first quarter of fiscal 2000.

     INCOME TAXES. Income tax expense was relatively  consistent on a comparable
basis for the first  quarter of fiscal 2000 to the first quarter of fiscal 1999.
The effective rate for the quarter ended December 31, 1999 was 42.0% compared to
the  effective  rate of 46.6% for the  quarter  ended  December  31,  1998.  The
decrease in the effective rate is based on an anticipated decrease in the annual
effective   rate  for  fiscal  2000  due  to  a  less   significant   impact  of
non-deductible items as compared to fiscal 1999.

                                       9
<PAGE>


     IN-PROCESS RESEARCH AND DEVELOPMENT

     During  fiscal  1999,  as part of the purchase of  Commonwealth,  the value
assigned to research expenditures on products in the development stage which had
not reached  technological  feasibility  and for which  there is no  alternative
future use were written off in accordance with applicable accounting rules. This
write-off amounted to approximately $1.2 million, respectively.

     The  in-process  technology  acquired  from  Commonwealth  consists of four
technology groupings: ion source products, etch modules, deposition modules, and
dielectric  deposition modules,  which had assigned values of $0.2 million, $0.5
million,  $0.3 million and $0.2  million,  respectively.  Descriptions  of these
groupings are as follows:


o    Ion source  products,  including both ion sources and power  supplies,  are
     being designed for use in applications  that include  etching,  deposition,
     surface modification, and ion assist.

o    The etch modules are being designed to support the market  requirements for
     ion beam processing applications.

o    The  deposition  modules are being  designed to support very thin  metallic
     film through ion beam sputter deposition of target materials.

o    The dielectric  deposition  modules are being designed to support very thin
     dielectric film through ion beam sputter deposition of target materials.

     There  is a  risk  associated  with  the  completion  of the  research  and
development  ("R&D")  projects.  CVC cannot assure that any of the projects will
achieve technological or commercial success without the successful completion of
the remaining R&D efforts on the acquired in-process  technologies.  Without the
successful  completion of the  remaining R&D efforts,  CVC would not realize the
future  revenues  and profits  attributed  to the acquired  R&D.  CVC  believes,
however,  that the failure of any  particular  in-process  R&D project would not
materially impact CVC's financial position or operating results.

     At December 31, 1999,  the estimated  development  completion  costs of the
in-process R&D projects  acquired from  Commonwealth  approximates $1.2 million,
which will be incurred in the  remainder  of fiscal  2000.  The total  estimated
completion  costs and dates of completion  are  relatively  consistent  with the
estimates made at the acquisition date.

LIQUIDITY AND CAPITAL RESOURCES

     On November  12, 1999,  CVC  received net proceeds of $27.0  million from a
public equity  offering,  consisting of 3,000,000 shares of Common Stock sold by
CVC and 500,000 shares of Common Stock sold by certain shareholders of CVC at an
initial public offering price of $10.00 per share. CVC used a portion of the net
proceeds from the offering to repay  approximately  $12.0 million of debt, $10.0
million  for the  redemption  of  Series D  Redeemable  Preferred  Stock and the
balance for general corporate purposes.  CVC did not receive any of the proceeds
from the sale of shares by the selling stockholders.

     As of  December  31,  1999,  CVC had  working  capital  of  $38.9  million,
including cash and cash equivalents of $4.2 million, compared to working capital
of $22.1 million as of September 30, 1999.

     Operating activities provided cash of $0.6 million for the first quarter of
fiscal 2000 as compared to providing  cash of $1.5 million in the first  quarter
of fiscal 1999.  The decrease in cash  provided  from  operating  activities  is
primarily attributable to changes in components of working capital.

                                       10
<PAGE>


     As of December 31,  1999,  CVC had  available a $15.0  million bank line of
credit and a $3.0 million  equipment line of credit.  Maximum  borrowings  under
these lines are based upon certain  financial  criteria and these borrowings are
at an interest rate of prime. There were no borrowings  outstanding under either
of these lines as of December 31, 1999.

     CVC expects to spend approximately $6.0 million on capital  expenditures in
the current  fiscal year, of which $0.9 million had been incurred as of December
31, 1999, including amounts capitalized from inventory. The capital expenditures
were primarily for demonstration and development  system tools. CVC continues to
invest heavily in demonstration  and development tools for use at its facilities
in order to demonstrate new product  capabilities for its magnetic head, optical
component and semiconductor device customers.

     CVC believes that existing cash balances  together with cash generated from
operations and amounts available under existing lines of credit will be adequate
to fund operations for at least the next 12 months.

     CVC's  long-term  capital  requirements  will be affected by many  factors,
including  the success of CVC's  current  product  offerings,  CVC's  ability to
enhance its current products and to develop and introduce new products that keep
pace with technological  developments and general trends in the data storage and
semiconductor industries.  CVC plans to finance its long-term capital needs with
the net proceeds of the initial public  offering,  together with  borrowings and
cash flow from  operations.  To the extent that these funds are  insufficient to
finance CVC's  activities,  CVC will have to raise  additional funds through the
issuance of additional  equity or debt securities or through other means.  There
can be no assurance  that  additional  financing will be available on acceptable
terms.


YEAR 2000

     CVC has not  experienced  any  material  disruptions  of its  computer  and
microprocessor-based  devices or operating  difficulties of its mission critical
applications or critical  devices  relating to the Year 2000 issue. In addition,
CVC is not aware of any difficulties with its products at customer sites nor has
CVC  experienced  any  material  problems  related  to  applications  or devices
provided  by  critical  external  parties  for use by CVC.  We have no reason to
believe that Year 2000 failures will seriously affect us in the future. However,
given the proximity to January 1, 2000 and the  possibility  of latent Year 2000
defects, we cannot yet be sure that we will not experience Year 2000 failures or
be affected by  third-party  Year 2000  failures,  either of which may adversely
impact our business. CVC will continue to monitor the operation of its computers
and microprocessor-based devices for any Year 2000 related problems.

                                       11
<PAGE>


                           PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS - NONE.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

(D) USE OF PROCEEDS

     On November 12, 1999, our  registration  statement on Form S-1, file number
333-38057,  became effective.  Proceeds were approximately $27.0 million, net of
fees and  expenses.  CVC has used $10.0  million for the  redemption of Series D
Redeemable  Preferred  Stock and $12.0  million to pay-off  existing  debt.  The
remainder of the proceeds are to be used for general corporate purposes. Pending
the use for general  corporate  purposes,  the  proceeds  have been  invested in
short-term, interest-bearing, investment grade securities.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES - NONE.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - NONE.

ITEM 5.  OTHER INFORMATION - NONE.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

A)   EXHIBITS

     27.1  Financial  Data schedule of CVC, Inc. for the quarter ended  December
31, 1999, filed herein.

B)   REPORTS ON FORM 8-K

     None.


                                       12
<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.

Date: February 10, 2000


                                    CVC, INC.


         FEBRUARY 10, 2000          BY:/S/ CHRISTINE B. WHITMAN
                                           ------------------------
                                           CHRISTINE B. WHITMAN
                                           CHAIRMAN OF THE BOARD,
                                           CHIEF EXECUTIVE OFFICER AND PRESIDENT
                                           (PRINCIPAL EXECUTIVE OFFICER)

         FEBRUARY 10, 2000          BY:/S/ EMILIO O. DICATALDO
                                           -----------------------
                                           EMILIO O. DICATALDO
                                           SENIOR VICE PRESIDENT AND
                                           CHIEF FINANCIAL OFFICER
                                           (PRINCIPAL ACCOUNTING AND
                                           FINANCIAL OFFICER)

                                       13
<PAGE>