SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 19, 2002
Concurrent Computer Corporation
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-13150
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(Commission File Number)
04-2735766
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(IRS Employer Identification Number)
4375 River Green Parkway, Duluth, Georgia 30096
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(Address of principal executive offices)
Registrant's telephone number, including area code: (678) 258-4000
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
On March 20, 2002, Concurrent Computer Corporation, a Delaware corporation
("Concurrent"), announced its investment in and strategic alliance with
Thirdspace Living Limited, a company incorporated in England and Wales
("Thirdspace"). Pursuant to a Share Purchase and Warrant Issuance Agreement
dated as of March 19, 2002 (the "Share Purchase and Warrant Issuance
Agreement"), Concurrent invested $7,000,000 in C ordinary shares of Thirdspace
("Series C Shares") at a price of $5.73 per share. Of the $7,000,000, Concurrent
paid approximately $4,000,000 in cash and 291,461 shares of Concurrent common
stock, $.01 par value (the "Concurrent Common Stock") having an aggregate value
(based on a 20-day trailing average) of approximately $3,000,000. Concurrent's
ownership interest in Thirdspace represents approximately 15% of Thirdspace's
outstanding capital shares.
In addition to Concurrent's purchase of Series C Shares, Concurrent agreed
to make secured convertible loans (the "Secured Convertible Debt") to Thirdspace
in an aggregate amount of $6,000,000. The initial loan for $3,000,000 was made
at closing and the second loan for $3,000,000 will be made within six months
after closing. The Secured Convertible Debt is due four years from issuance, has
an 8% coupon rate, is secured by all of Thirdspace's assets, including its
intellectual property and is convertible into Series C Shares beginning 6 months
after the closing at an initial conversion price equal to $5.73 per share. The
lien and security interest created with respect to the Secured Convertible Debt
is subject to a prior lien on Thirdspace's intellectual property securing an
obligation in the amount of $5,000,000 and otherwise ranks ratably with other
secured creditors.
In consideration of Concurrent's investment, loan commitments and the other
transactions contemplated by the Share Purchase and Warrant Issuance Agreement,
Concurrent has also received a warrant to purchase 400,000 Series C Shares. The
Warrant is exercisable over a four-year term beginning nine months from the
closing and has an initial exercise price equal to $5.73 per share.
In connection with Concurrent's issuance of the Concurrent Common Stock,
Concurrent and Thirdspace executed a Registration Rights Agreement dated as of
March 19, 2002 (the "Registration Rights Agreement"). Pursuant to the terms of
the Registration Rights Agreement, Concurrent will file a Registration Statement
with the Securities and Exchange Commission on Form S-3 to register the
Concurrent Common Stock on or before August 1, 2002.
Concurrent and Thirdspace also entered into a Strategic Alliance Agreement
dated as of March 19, 2002 (the "Strategic Alliance Agreement"). Pursuant to the
terms of the Strategic Alliance Agreement, Concurrent and Thirdspace have agreed
to jointly develop and market an integrated end-to-end solution to enable
broadband telecommunications carriers to provide broadcast television,
interactive television ("iTV"), and VOD services to subscribers on digital
subscriber line ("DSL") transport networks. As part of the overall strategic
alliance, Thirdspace has licensed its patent and patent application portfolio,
on a nonexclusive basis, to Concurrent.
2
The foregoing description is qualified in its entirety by reference to the
complete text of the Registration Rights Agreement, the Share Purchase and
Warrant Issuance Agreement, and the Strategic Alliance Agreement, copies of
which are filed as Exhibits 4.1, 10.1, and 10.2 to this current report of Form
8-K and are incorporated herein by reference in their entirety.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
4.1 - Registration Rights Agreement, dated as of March 19, 2002
between the Registrant and Thirdspace Living Limited.
10.1 - Share Purchase and Warrant Issuance Agreement, dated as of
March 19, 2002 between the Registrant and Thirdspace
Living Limited.
10.2 - Strategic Alliance Agreement, dated as of March 19, 2002
between the Registrant and Thirdspace Living Limited.
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 hereunto duly authorized.
Dated: March 20, 2002.
CONCURRENT COMPUTER CORPORATION
By: /s/ Steven R. Norton
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Steven R. Norton
Executive Vice President, Chief Financial
Officer and Secretary