UNITED STATES
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):
June 22, 2005
Concurrent Computer Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-13150 04-2735766
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(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification Number)
of Incorporation)
4375 River Green Parkway, Suite 100, Duluth, Georgia 30096
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (678) 258-4000
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Not applicable
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(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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 22, 2005, the Compensation Committee of the Board of Directors
("the Board") of Concurrent Computer Corporation (the "Company") granted options
to purchase an aggregate of 2,064,676 shares of the Company's common stock, par
value $.01 per share, with an exercise price of $2.15 per share to current
employees and executive officers pursuant to the Company's Amended and Restated
2001 Stock Option Plan. The options were fully vested on the date of grant, but
the shares issued upon the exercise of the options may not be transferred or
encumbered until certain transfer restrictions lapse. For most employees, the
transfer restrictions allow 50% of the shares underlying the options to be
transferable on each one year anniversary of the date of grant. For senior
management, the transfer restrictions allow 25% of the shares underlying the
options to be transferable on each one year anniversary of the date of grant.
The options granted to senior management will have a 10 year term whereas all
other options granted will have a 4 year term.
This option grant differs from prior grants in that all employees were
granted options and the restriction schedules and option terms differ for
distinct groups of employees. This one-time initiative was undertaken by the
Compensation Committee to provide a rentention incentive to general employees
and to motivate them to approach their jobs from the perspective of shareholders
while providing a traditional long-term incentive to senior management.
The Company granted such options to the following executive officers to
purchase the number of shares set forth opposite the respective executive
officer's name:
Number of Shares
Name Subject to Option
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T. Gary Trimm 219,010
Warren Neuburger 136,099
Gregory S. Wilson 65,703
Kirk L. Somers 55,065
A form of the option agreement for the option grants is attached hereto as
Exhibit 10.1 and is incorporated by reference herein in its entirety.
The decision to grant these fully vested stock options with limits on
transferability, which the Company believes to be in the best interest of the
Company and its shareholders, was made primarily to limit compensation expense
that would be expected to be recorded in future periods following the Company's
adoption on July 1, 2005 of Financial Accounting Standards Board ("FASB")
Statement No. 123, "Share-Based Payment (revised 2004)" ("SFAS 123(R)"). The
Company currently accounts for stock-based compensation using the provisions of
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," under which the Company has not recognized any compensation expense
for its stock option grants. SFAS 123(R) will require the Company to record
compensation expense equal to the fair value of all equity-based compensation
over the vesting period of each such award. As a result of the immediate
vesting of this grant of stock options, the Company expects that it will have no
expense associated with these stock options in fiscal year 2006 and beyond.
However, the Company will disclose the pro forma effect of this compensation
expense in the pro forma footnote disclosure in its fiscal year 2005 annual
report, as permitted under the transition guidance provided by the FASB.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit Number Description
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10.1 Form of Option Agreement with Transfer Restrictions for Officers.
Signatures
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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.
CONCURRENT COMPUTER CORPORATION
Date: June 22, 2005 By: /s/ Greg Wilson
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Greg Wilson
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
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10.1 Form of Option Agreement with Transfer Restrictions.