UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
REGISTRATION STATEMENT ON FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Concurrent Computer Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 0-13150 | 04-2735766 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
| 4375 River Green Parkway, Suite 100, Duluth, Georgia | 30096 |
| (Address of Principal Executive Offices) | (Zip Code) |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered | Name of each exchange on which each class is to be registered | |
| Preferred Stock Purchase Rights | NASDAQ Global Market |
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. x
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ¨
Securities Act registration file number to which this form relates: None.
Securities to be registered pursuant to Section 12(g) of the Act: None.
Item 1. Description of Registrant’s Securities to be Registered.
On March 1, 2016, Concurrent Computer Corporation (the “Company”) entered into a Tax Asset Preservation Plan (the “Plan”) with American Stock Transfer & Trust Company, LLC, as rights agent.
The board of directors (the “Board”) of the Company adopted the Plan in an effort to deter acquisitions of the Company’s common stock, par value $0.01 per share (the “Common Stock”), that would potentially limit the Company’s ability to use its net loss carryforwards and certain other tax attributes (collectively, “NOLs”) to reduce its potential future federal income tax obligations. The Company has experienced, and may continue to experience, substantial operating losses, and for federal and state income tax purposes, the Company may “carry forward” NOLs in certain circumstances to offset current and future taxable income, which will reduce the Company’s federal and state income tax liability. As a result, these NOLs can be a valuable asset of the Company, which may inure to the benefit of the Company and its stockholders. However, if the Company experiences an “ownership change,” as defined in Section 382 of the Internal Revenue Code, its ability to use the NOLs could be substantially limited, and the timing of the usage of the NOLs could be substantially delayed, which could adversely affect the value of the NOLs. Generally, an ownership change occurs if the percentage of the Company’s stock owned by one or more “five percent stockholders” increases by more than fifty percentage points over the lowest percentage of stock owned by such stockholders at any time during the prior three-year period. The Plan has a 4.9% “trigger” threshold which is intended to act as a deterrent to any person acquiring 4.9% or more of the outstanding Common Stock without the approval of the Board. This would protect the Company’s NOLs because changes in ownership by persons owning less than 4.9% of the outstanding Common Stock are not included in the calculation of whether the Company has experienced an “ownership change” under Section 382 of the Internal Revenue Code. There is no guarantee, however, that the Plan will prevent the Company from experiencing an ownership change.
In connection with the adoption of the Plan, the Board declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock as of the close of business on March 16, 2016. The Rights will initially trade with, and will be inseparable from, the Common Stock. The Rights are evidenced only by certificates representing shares of Common Stock (or, with respect to uncertificated shares of Common Stock, by the balances indicated in the book-entry account system of the Company’s transfer agent). New Rights will accompany any new shares of Common Stock issued after March 16, 2016 until the Distribution Date described in the Plan. In addition, new Rights will accompany any new shares of Common Stock issued after the Distribution Date upon conversion of any convertible securities of the Company and the exercise of options to purchase shares of Common Stock granted by the Company that were outstanding prior to the Distribution Date described in the Plan.
The Plan and the Certificate of Designations to the Company’s Restated Certificate of Incorporation, as amended, establishing the terms of the Series B Junior Participating Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”) are attached as Exhibits 10.1 and 3.1, respectively, to this Registration Statement on Form 8-A and are incorporated herein by reference. A description of the Rights and associated Series B Preferred Stock are contained in the Company’s Current Report on Form 8-K dated March 1, 2016 and incorporated herein by reference.
Item 2. Exhibits.
Exhibit No. | Description | |
| 4.1 | Tax Asset Preservation Plan, dated as of March 1, 2016, between Concurrent Computer Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on March 1, 2016). | |
| 4.2 | Form of Right Certificate (included in Exhibit 4.1). | |
| 4.3 | Summary of Rights to Purchase Preferred Shares (included in Exhibit 4.1). | |
| 4.4 | Certificate of Designations of the Series B Participating Preferred Stock (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on March 1, 2016). | |
| 4.5 | Form of Series B Participating Preferred Stock Certificate. |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.
| Concurrent Computer Corporation | ||||
| By: | /s/ Emory O. Berry | |||
| Name: | Emory O. Berry | |||
| Date: March 1, 2016 | Title: | Chief Financial Officer and Executive Vice President of Operations | ||
