UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
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): January 21, 2005
Concurrent Computer Corporation
-------------------------------
(Exact name of registrant as specified in its charter)
Delaware
--------
(State or other jurisdiction of incorporation)
0-13150
-------
(Commission File Number)
04-2735766
----------
(IRS Employer Identification Number)
4375 River Green Parkway, Suite 100, Duluth, Georgia 30096
----------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (678) 258-4000
Not Applicable
--------------
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On January 21, 2005, Concurrent Computer Corporation (the "company") issued a
press release containing information about its financial condition and results
of operations for its second fiscal 2005 quarter and six months ended December
31, 2004. Included in the press release are (1) the condensed consolidated
balance sheets of the company as of December 31, 2004 (unaudited), September 30,
2004 (unaudited) and June 30, 2004, (2) the company's unaudited condensed
consolidated statements of operations for the three and six months ended
December 31, 2004 and 2003, and (3) the company's unaudited segment data for the
three and six months ended December 31, 2004 and 2003. A copy of this press
release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(c) Effective January 21, 2005, Warren Neuburger, age 51, has been appointed
Chief Operating Officer of Concurrent Computer Corporation. Mr. Neuburger has
served as President of the Integrated Solutions Division since June 2004. From
2001 to 2003, Mr. Neuburger served as CEO, President, Chief Operations Officer
and Director at Optio Software Inc., a provider of output management solutions.
From 1998 to 2001, Mr. Neuburger held a number of positions at Glenayre
Electronics, including Executive Vice President, Products and President of the
ING Division. Mr. Neuburger also held a number of positions during his tenures
at Voicecom Systems, Inc., Digital Equipment Corporation, and Corning Glass
Works.
Mr. Neuburger entered into an employment agreement on June 24, 2004 that
provides for a base salary, currently at $290,000, to be reviewed for increases
annually by the Board of Directors or a committee thereof. Pursuant to his
agreement he was granted options to purchase 100,000 shares of Concurrent
common stock to vest in equal amounts over four years. The agreement also
provides for an annual bonus opportunity in a target amount of 50% with the
objectives for each year and other terms and conditions established by the
Board of Directors or a committee thereof. In the event Mr. Neuburger
voluntarily resigns or is terminated for cause, compensation under the
employment agreement will end. In the event the agreement is terminated
directly or constructively by Concurrent without cause, Mr. Neuburger will
receive severance compensation for 12 months. If Mr. Neuburger is terminated
for any reason, he is prohibited from competing with Concurrent, soliciting
customers of Concurrent, or trying to hire its employees for the period in
which he receives severance, if any, plus one year.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
THE FOLLOWING EXHIBIT IS FILED HEREWITH:
EXHIBIT NO. DESCRIPTION
- ----------- -----------
99.1 - Press release of Concurrent Computer Corporation, issued on
January 21, 2005.
-2-
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: January 21, 2005.
CONCURRENT COMPUTER CORPORATION
(Registrant)
By: /s/ Steven R. Norton
------------------------------------
Steven R. Norton
Executive Vice President and Chief Financial Officer
-3-
EXHIBIT INDEX
EXHIBIT NUMBER AND DESCRIPTION
- ------------------------------
99.1 Press Release of Concurrent Computer Corporation, issued on
January 21, 2005.
-4-