UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
X Quarterly Report Pursuant to Section 13 or 15(d) of
--- the Securities Exchange Act of 1934
For the Quarterly Period Ended December 31, 2004
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 No. 0-13150
_____________
CONCURRENT COMPUTER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 04-2735766
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
4375 River Green Parkway, Suite 100, Duluth, GA 30096
(Address of principal executive offices) (Zip Code)
Telephone: (678) 258-4000
(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
--- ---
Indicate by a check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes X No
--- ---
Number of shares of the Registrant's Common Stock, par value $0.01 per share,
outstanding as of January 31, 2005 was 63,801,357.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A to the Quarterly Report on Form 10-Q
for the period ended December 31, 2004 of Concurrent Computer Corporation (the
"Company"), initially filed with the Securities and Exchange Commission (the
"SEC") on February 4, 2005, is being filed to report information previously
omitted from Part II-Item 5 and to amend Part II-Item 6. On October 25, 2004,
the Company granted performance based restricted shares to certain employees and
former employees of the Company. A Form 8-K reporting the grants was filed on
March 3, 2005. The amendments include information with respect to the grants
that was previously disclosed in the Form 8-K. No other modifications to the
original Form 10-Q are being made with this amendment; therefore, this amendment
only contains Part II, Items 5 and 6 and new certifications of the Chief
Executive Officer and Chief Financial Officer of the Company required by Rule
12b-15 under the Securities Exchange Act of 1934, as amended.
TABLE OF CONTENTS
PAGE
----
PART II - OTHER INFORMATION
---------------------------
ITEM 5. OTHER INFORMATION. 2
ITEM 6. EXHIBITS. 2
1
PART II OTHER INFORMATION
ITEM 5. OTHER INFORMATION.
On October 25, 2004 the Compensation Committee of the Board of Directors
granted performance based restricted shares to T. Gary Trimm, Warren Neuburger,
Steven K. Necessary*, Steven R. Norton*, Kirk L. Somers, Gregory S. Wilson, and
other employees of the Company pursuant to the Company's 2001 Stock Option Plan.
The number of performance based restricted shares granted are as follows: T.
Gary Trimm, 63,047 shares; Warren Neuburger, 29,182 shares; Steven K. Necessary,
30,803 shares; Steven R. Norton, 27,020 shares; Kirk L. Somers, 14,771 shares;
and Gregory S. Wilson, 5,629 shares. The shares will vest when and if the
Company accomplishes yearly revenue and net operating income goals set by the
Compensation Committee on the date of the grant. The shares are returned to the
Company if the individual is not employed by the Company if and when the
performance goals are achieved. If the performance criteria are not met within
any one year, they can be made up in the next fiscal year if the sum of the
actual results for the two year period exceeds the sum of the performance
criteria for that two year period.
*Subsequent to the stock grants, Messrs. Necessary and Norton ceased to be
employed by the Company. In accordance with the vesting terms of such grants,
Messrs. Necessary and Norton forfeited all such grants of restricted shares.
ITEM 6. EXHIBITS.
3.1 - Restated Certificate of Incorporation of the Registrant
(incorporated by reference to the Registrant's Registration
Statement on Form S-2 (No. 33-62440)).
3.2 - Amended and Restated Bylaws of the Registrant (incorporated by
reference to the Registrant's Quarterly report on Form 10-Q for
the quarter ended March 31, 2003).
3.3 - Certificate of Correction to Restated Certificate of
Incorporation of the Registrant (incorporated by reference to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 2002).
3.4 - Amended Certificate of Designations of Series A Participating
Cumulative Preferred Stock (incorporated by reference to the Form
8-A/A, dated August 9, 2002).
3.5 - Amendment to Amended Certificate of Designations of Series A
Participating Cumulative Preferred Stock (incorporated by
reference to the Form 8-A/A, dated August 9, 2002).
4.1 - Form of Common Stock Certificate (incorporated by reference to
the Registrant's Quarterly report on Form 10-Q for the quarter
ended March 31, 2003).
4.2 - Form of Rights Certificate (incorporated by reference to the
Registrant's Current Report on Form 8-K/A filed August 12, 2002).
4.3 - Amended and Restated Rights Agreement dated as of August 7, 2002
between the Registrant and American Stock Transfer & Trust
Company, as Rights Agent (incorporated by reference to the
Registrant's Current Report on Form 8-K/A filed on August 12,
2002).
10.1 - Loan and Security Agreement (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q filed on February 4,
2005).
10.2 - Schedule of Officers who have entered into the Form
Indemnification Agreement (incorporated by reference to the
Registrant's Quarterly report on Form 10-Q for the quarter ended
September 30, 2003).
10.3 - Employment Agreement dated as of February 1, 2005 between the
Registrant and Greg Wilson (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q filed on February 4,
2005).
10.4 - Protective Agreement dated as of February 1, 2005 between the
Registrant and Greg Wilson (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q filed on February 4,
2005).
10.5 - Employment Agreement dated as of February 4, 2005 between the
Registrant and John Welch (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q filed on February 4,
2005).
2
10.6 - Protective Agreement dated as of February 4, 2005 between the
Registrant and John Welch (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q filed on February 4,
2005).
10.7 - Employment Agreement dated as of February 4, 2005 between the
Registrant and Gary Brust (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q filed on February 4,
2005).
10.8 - Protective Agreement dated as of February 4, 2005 between the
Registrant and Gary Brust (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q filed on February 4,
2005).
10.9 - Summary of Performance Grants (incorporated by reference to the
Registrant's Current Report on Form 8-K filed March 3, 2005).
11.1 - Statement Regarding Computation of Per Share Earnings
(incorporated by reference to the Registrant's Quarterly Report
on Form 10-Q filed on February 4, 2005).
31.1**- Certification of Chief Executive Officer, pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.2**- Certification of Chief Financial Officer, pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
32.1 - Certification of Chief Executive Officer, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q filed on February 4,
2005).
32.2 - Certification of Chief Financial Officer, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q filed on February 4,
2005).
** Filed herewith.
3
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: June 20, 2005 CONCURRENT COMPUTER CORPORATION
By: /s/ Greg Wilson
-----------------------
Greg Wilson
Chief Financial Officer
(Principal Financial and Accounting Officer)
4
EXHIBIT INDEX
-------------
3.1 - Restated Certificate of Incorporation of the Registrant
(incorporated by reference to the Registrant's Registration
Statement on Form S-2 (No. 33-62440)).
3.2 - Amended and Restated Bylaws of the Registrant (incorporated by
reference to the Registrant's Quarterly report on Form 10-Q for
the quarter ended March 31, 2003).
3.3 - Certificate of Correction to Restated Certificate of
Incorporation of the Registrant (incorporated by reference to the
Registrant's Annual Report on Form 10-K for the fiscal year ended
June 30, 2002).
3.4 - Amended Certificate of Designations of Series A Participating
Cumulative Preferred Stock (incorporated by reference to the Form
8-A/A, dated August 9, 2002).
3.5 - Amendment to Amended Certificate of Designations of Series A
Participating Cumulative Preferred Stock (incorporated by
reference to the Form 8-A/A, dated August 9, 2002).
4.1 - Form of Common Stock Certificate (incorporated by reference to
the Registrant's Quarterly report on Form 10-Q for the quarter
ended March 31, 2003).
4.2 - Form of Rights Certificate (incorporated by reference to the
Registrant's Current Report on Form 8-K/A filed August 12, 2002).
4.3 - Amended and Restated Rights Agreement dated as of August 7, 2002
between the Registrant and American Stock Transfer & Trust
Company, as Rights Agent (incorporated by reference to the
Registrant's Current Report on Form 8-K/A filed on August 12,
2002).
10.1 - Loan and Security Agreement (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q filed on February 4,
2005).
10.2 - Schedule of Officers who have entered into the Form
Indemnification Agreement (incorporated by reference to the
Registrant's Quarterly report on Form 10-Q for the quarter ended
September 30, 2003).
10.3 - Employment Agreement dated as of February 1, 2005 between the
Registrant and Greg Wilson (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q filed on February 4,
2005).
10.4 - Protective Agreement dated as of February 1, 2005 between the
Registrant and Greg Wilson (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q filed on February 4,
2005).
10.5 - Employment Agreement dated as of February 4, 2005 between the
Registrant and John Welch (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q filed on February 4,
2005).
10.6 - Protective Agreement dated as of February 4, 2005 between the
Registrant and John Welch (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q filed on February 4,
2005).
10.7 - Employment Agreement dated as of February 4, 2005 between the
Registrant and Gary Brust (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q filed on February 4,
2005).
10.8 - Protective Agreement dated as of February 4, 2005 between the
Registrant and Gary Brust (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q filed on February 4,
2005).
10.9 - Summary of Performance Grants (incorporated by reference to the
Registrant's Current Report on Form 8-K filed March 3, 2005).
11.1 - Statement Regarding Computation of Per Share Earnings
(incorporated by reference to the Registrant's Quarterly Report
on Form 10-Q filed on February 4, 2005).
31.1**- Certification of Chief Executive Officer, pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.2**- Certification of Chief Financial Officer, pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
32.1 - Certification of Chief Executive Officer, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q filed on February 4,
2005).
32.2 - Certification of Chief Financial Officer, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (incorporated by reference to the
Registrant's Quarterly Report on Form 10-Q filed on February 4,
2005).
** Filed herewith.
5