SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
(Mark One)
X Quarterly Report Pursuant to
--- Section 13 or 15(d) of
the Securities Exchange
Act of 1934
For the Quarter Ended
September 30, 1999
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
Delaware 04-2735766
---------------------- ------------------
(State of Incorporation) (I.R.S.Employer
Identification No.)
4375 River Green Parkway, Duluth, GA 30096
Telephone: (678) 258-4000
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___
---
Number of shares of the Registrant's Common Stock, par value $0.01 per share,
outstanding as of November 11, 1999 was 51,914,963.
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONCURRENT COMPUTER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED
SEPTEMBER 30,
1999 1998
-------- --------
(UNAUDITED)
Net sales:
Computer systems . . . . . . . . . . . . $ 7,604 $ 6,728
Service and other. . . . . . . . . . . . 8,080 10,146
-------- --------
Total. . . . . . . . . . . . . . . . . 15,684 16,874
Cost of sales:
Computer systems . . . . . . . . . . . . 3,790 3,014
Service and other. . . . . . . . . . . . 4,254 5,111
-------- --------
Total. . . . . . . . . . . . . . . . . 8,044 8,125
-------- --------
Gross margin . . . . . . . . . . . . . . . 7,640 8,749
Operating expenses:
Selling, general and administrative. . . 6,156 5,833
Research and development . . . . . . . . 2,222 2,704
Restructuring and relocation . . . . . . 2,367 -
-------- --------
Total operating expenses . . . . . . . . . 10,745 8,537
-------- --------
Operating income (loss). . . . . . . . . . (3,105) 212
Interest income (expense) - net. . . . . . 10 (26)
Other non-recurring income (expense) . . . 761 (429)
Other expense - net. . . . . . . . . . . . (67) (183)
-------- --------
Loss before provision for income taxes . . (2,401) (426)
Provision for income taxes . . . . . . . . 150 -
-------- --------
Net loss available to common shareholders. $(2,551) $ (426)
======== ========
Basic and diluted net loss per share . . . $ (0.05) $ (0.01)
======== ========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS.
CONCURRENT COMPUTER CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
SEPT. 30, JUNE 30,
1999 1999
------------ ----------
ASSETS (UNAUDITED)
Current assets:
Cash and cash equivalents. . . . . . . . . . . . . . . . . . $ 4,812 $ 6,872
Accounts receivable - net. . . . . . . . . . . . . . . . . . 16,786 14,879
Inventories. . . . . . . . . . . . . . . . . . . . . . . . . 5,015 4,641
Prepaid expenses and other current assets. . . . . . . . . . 1,354 1,053
------------ ----------
Total current assets . . . . . . . . . . . . . . . . . . . 27,967 27,445
Property, plant and equipment - net. . . . . . . . . . . . . . 11,269 10,936
Facilities held for sale . . . . . . . . . . . . . . . . . . . - 1,223
Other long-term assets . . . . . . . . . . . . . . . . . . . . 1,084 965
Total assets . . . . . . . . . . . . . . . . . . . . . . . $ 40,320 $ 40,569
============ ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses. . . . . . . . . . . . $ 10,353 $ 8,973
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . 2,788 3,778
------------ ----------
Total current liabilities. . . . . . . . . . . . . . . . . 13,141 12,751
Long-term liabilities. . . . . . . . . . . . . . . . . . . . . 1,885 1,807
Total liabilities. . . . . . . . . . . . . . . . . . . . . 15,026 14,558
------------ ----------
Stockholders' equity:
Common stock . . . . . . . . . . . . . . . . . . . . . . . . 492 485
Capital in excess of par value . . . . . . . . . . . . . . . 100,331 98,916
Accumulated deficit after eliminating accumulated deficit of
$81,826 at December 31, 1991, date of quasi-reorganization (75,407) (72,856)
Treasury stock . . . . . . . . . . . . . . . . . . . . . . . (58) (58)
Cumulative translation adjustment. . . . . . . . . . . . . . (64) (476)
Total stockholders' equity . . . . . . . . . . . . . . . . 25,294 26,011
------------ ----------
Total liabilities and stockholders' equity . . . . . . . . . . $ 40,320 $ 40,569
============ ==========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS.
CONCURRENT COMPUTER CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
THREE MONTHS ENDED
SEPTEMBER 30,
1999 1998
-------- ---------
(UNAUDITED)
OPERATING ACTIVITIES:
Net loss. . . . . . . . . . . . . . . . . . . . . . . . . $(2,551) $ (426)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Loss on dissolution of subsidiary . . . . . . . . . . . - 429
Depreciation, amortization and other. . . . . . . . . . 1,363 1,289
Other non-cash expenses . . . . . . . . . . . . . . . . 129 6
Changes in operating assets and liabilities:
Accounts receivable . . . . . . . . . . . . . . . . . (1,911) 3,413
Inventories . . . . . . . . . . . . . . . . . . . . . (499) 54
Prepaid expenses and other current assets . . . . . . (606) (539)
Other long-term assets. . . . . . . . . . . . . . . . (133) 204
Accounts payable and accrued expenses . . . . . . . . 1,380 (2,637)
Deferred revenue. . . . . . . . . . . . . . . . . . . (990) (48)
Other long-term liabilities . . . . . . . . . . . . . 78 154
-------- ---------
Total adjustments to net loss . . . . . . . . . . . . . . (1,189) 2,325
-------- ---------
Net cash provided by (used in) operating activities . . . . (3,740) 1,899
-------- ---------
INVESTING ACTIVITIES:
Net additions to property, plant and equipment. . . . . . (1,195) (1,417)
Proceeds from sale of facility. . . . . . . . . . . . . . 1,223 -
-------- ---------
Net cash provided by (used in) investing activities . . . . 28 (1,417)
-------- ---------
FINANCING ACTIVITIES:
Payments of notes payable . . . . . . . . . . . . . . . . - (263)
Proceeds from borrowings under revolving credit facility. 8,402 13,515
Repayments of borrowings under revolving credit facility. (8,402) (14,328)
Proceeds from sale and issuance of common stock . . . . . 1,422 100
-------- ---------
Net cash provided by (used in) financing activities . . . . 1,422 (976)
-------- ---------
Effect of exchange rates on cash and cash equivalents . . . 230 185
-------- ---------
Decrease in cash and cash equivalents . . . . . . . . . . . $(2,060) $ (309)
======== =========
Cash paid during the period for:
Interest. . . . . . . . . . . . . . . . . . . . . . . . $ 52 $ 69
======== =========
Income taxes (net of refunds) . . . . . . . . . . . . . $ 34 $ 175
======== =========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS.
CONCURRENT COMPUTER CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements of Concurrent
Computer Corporation ("Concurrent" or the "Company") have been prepared in
accordance with the instructions to Form 10-Q and therefore do not include all
information and footnotes necessary for a fair presentation of financial
position, results of operations and cash flows in conformity with generally
accepted accounting principles. The foregoing financial information reflects
all adjustments which are, in the opinion of management, necessary for a fair
presentation of the results for the periods presented. All such adjustments are
of a normal recurring nature.
While the Company believes that the disclosures presented are adequate to
make the information not misleading, it is suggested that these condensed
consolidated financial statements be read in conjunction with the audited
consolidated financial statements and the notes included in the Annual Report on
Form 10-K as filed with the Securities and Exchange Commission.
The results of interim periods are not necessarily indicative of the
results to be expected for the full fiscal year.
2. BASIC AND DILUTED LOSS PER SHARE
In the quarter ended December 31, 1997, the Company adopted Statement of
Financial Accounting Standards No. 128, "Earnings Per Share" ("FAS No. 128"),
which supersedes APB Opinion No. 15, "Earnings Per Share", and specifies the
computation, presentation, and disclosure requirements for earnings per share
("EPS") for entities with publicly held common stock or potential common stock.
FAS No. 128 replaces primary and fully diluted EPS with basic and diluted EPS,
respectively. It also requires dual presentation of basic EPS and diluted EPS
on the face of the income statement and requires a reconciliation of the
numerator and denominator of the basic EPS computation to the numerator and
denominator of the diluted EPS computation.
Basic income (loss) per share is computed by dividing income (loss) after
deduction of preferred stock dividends by the weighted average number of common
shares outstanding during each year. Diluted income per share is computed by
dividing income after deduction of preferred stock dividends by the weighted
average number of shares including common share equivalents. Under the treasury
stock method, incremental shares representing the number of additional common
shares that would have been outstanding if the dilutive potential common shares
had been issued are included in the computation.
The number of shares used in computing basic and diluted loss per share for the
three months ended September 30, 1999 and September 30, 1998 were 48,965,000 and
47,675,000, respectively. Because of the losses for these quarters, the common
share equivalents are anti-dilutive and are not considered in the diluted EPS
calculations.
3. INVENTORIES
Inventories are valued at the lower of cost or market, with cost being
determined by using the first-in, first-out ("FIFO") method. The components of
inventories are as follows:
(DOLLARS IN THOUSANDS)
SEPT. 30, JUNE 30,
1999 1999
---------- ---------
Raw materials . $ 3,581 $ 3,103
Work-in-process 1,130 1,175
Finished goods. 304 363
---------- ---------
$ 5,015 $ 4,641
========== =========
4. ACCOUNTS PAYABLE AND ACCRUED EXPENSES
The components of accounts payable and accrued expenses are as follows:
(DOLLARS IN THOUSANDS)
SEPT. 30, JUNE 30,
1999 1999
---------- ---------
Accounts payable, trade . . . $ 3,232 $ 2,941
Accrued payroll, vacation and
other employee expenses . . 3,976 4,314
Restructuring reserve . . . . 1,153 90
Other accrued expenses. . . . 1,992 1,628
---------- ---------
$ 10,353 $ 8,973
========== =========
5. COMPREHENSIVE INCOME
Effective July 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130, "Reporting Comprehensive Income" ("FAS No. 130").
FAS No. 130 requires the reporting of comprehensive income in addition to net
income from operations. Comprehensive income is a more inclusive financial
reporting methodology that includes disclosure of certain financial information
that historically has not been recognized in the calculation of net income. The
Company's total comprehensive is as follows:
(DOLLARS IN THOUSANDS) THREE MONTHS ENDED
SEPTEMBER 30,
1999 1998
-------- ------
Net loss. . . . . . . . . . . . . . . $(2,551) $(426)
Other comprehensive income:
Foreign currency translation gains. 412 820
-------- ------
Total comprehensive income (loss) . . $(2,139) $ 394
======== ======
6. SEGMENT INFORMATION
The Company operates its business in two reportable segments: real-time and
video-on-demand ("VOD"). Its real-time segment is a leading provider of
high-performance, real-time computer systems, solutions and software for
commercial and government markets focusing on strategic market areas that
include hardware-in-the-loop and man-in-the-loop simulation, data acquisition,
industrial systems, and software and embedded applications. Its VOD segment is
a leading supplier of digital video server systems to a wide range of industries
serving a variety of markets, including the broadband/cable, hospitality,
intranet/distance learning, and other related markets.
The accounting policies of the segments are the same as those described in
the summary of significant accounting policies in the consolidated financial
statements and related footnotes for the fiscal year ended June 30, 1999
included in the Company's Annual Report on Form 10-K. Shared expenses are
primarily allocated based 50 percent on revenues and 50 percent on headcount.
There were no material intersegment sales or transfers. The following
summarizes the operating income (expense) by segment for the quarter ended
September 30, 1999:
(DOLLARS IN THOUSANDS) REAL-TIME VOD TOTAL
---------- -------- --------
Revenue . . . . . . . . . . . . . . . . $ 14,595 $ 1,089 $15,684
Cost of sales . . . . . . . . . . . . . 7,299 745 8,044
---------- -------- --------
Gross margin. . . . . . . . . . . . . . 7,296 344 7,640
Operating expenses other
than restructuring and relocation. 5,183 3,195 8,378
Restructuring and relocation. . . . . . 1,208 1,159 2,367
---------- -------- --------
Total operating expenses. . . . . . . . 6,391 4,354 10,745
---------- -------- --------
Operating income (expense). . . . . . . $ 905 $(4,010) $(3,105)
========== ======== ========
It is impracticable to attain comparable information for the quarter ended
September 30, 1998.
7. RESTRUCTURING AND RELOCATION
In August 1999, the Company relocated its Corporate Headquarters and its
VOD Division to Duluth, Georgia. In connection with this move, the Company
incurred employee relocation costs of $769,000, which is recorded as an
operating expense in the condensed consolidated statement of operations for the
quarter ended September 30, 1999.
In addition to the relocation discussed above, management decided in the
current quarter to "right-size" the Real-Time Division to bring its expenses in
line with its anticipated revenues. In connection with these events, the
Company recorded a $1.6 million restructuring provision as on operating expense
in quarter ended September 30, 1999. This expense represents workforce
reductions of approximately 38 employees in all areas of the Company. In the
current quarter, cash expenditures of $0.4 million were made against this
provision leaving a $1.2 million restructuring accrual at September 30, 1999.
8. DISSOLUTION OF SUBSIDIARY
During the quarter ended September 30, 1998, the Company dissolved its
subsidiary Concurrent Computer Corporation France (the "French Branch"). The
French Branch should not be confused with Concurrent Computer Corporation S.A.,
the Company's continuing French subsidiary. In connection with the dissolution,
all assets and liabilities of the French Branch were assumed by the Company. A
loss of $429,000, representing the write off of the French Branch's cumulative
translation adjustment, was recorded as other non-recurring charges in the
condensed consolidated statement of operations.
9. SALE OF SUBSIDIARY
On September 8, 1999, the Company entered into an agreement to sell the
stock of Concurrent Vibrations, a wholly owned subsidiary of the Company's
French subsidiary, to Data Physics, Inc. The transaction, which had an
effective date of August 31, 1999, resulted in a gain of $761,000. This gain is
recorded in other non-recurring items in the condensed consolidated statement of
operations in the quarter ended September 30, 1999.
10. SUBSEQUENT EVENT
On October 28, 1999, the Company signed an agreement to merge with Vivid
Technology ("Vivid"), a competitor in the VOD market. In connection with the
merger, each share of outstanding Vivid capital stock was exchanged for 2.67831
shares of Concurrent company stock. In total, Concurrent issued 2,233,700
shares to the current stockholders of Vivid and has reserved 376,300 shares for
issuance upon the exercise of assumed Vivid stock options. This transaction
will be accounted for as a purchase in the second quarter of fiscal year 2000.
SELECTED OPERATING DATA AS A PERCENTAGE OF NET SALES
THREE MONTHS ENDED
SEPTEMBER 30,
1999 1998
------ ------
Net sales:
Computer systems . . . . . . . . . . . . . . . 48.5% 39.9%
Service and other. . . . . . . . . . . . . . . 51.5 60.1
------ ------
Total. . . . . . . . . . . . . . . . . . . . 100.0 100.0
Cost of sales (% of respective sales category):
Computer systems . . . . . . . . . . . . . . . 49.8 44.8
Service and other. . . . . . . . . . . . . . . 52.6 50.4
------ ------
Total. . . . . . . . . . . . . . . . . . . . 51.3 48.2
------ ------
Gross margin . . . . . . . . . . . . . . . . . . 48.7 51.8
Operating expenses:
Selling, general and administrative. . . . . . 39.3 34.6
Research and development . . . . . . . . . . . 14.2 16.0
Restructuring and relocation . . . . . . . . . 15.1 -
------ ------
Total operating expenses . . . . . . . . . . . . 68.5 50.6
------ ------
Operating income (loss). . . . . . . . . . . . . (19.8) 1.3
Interest income (expense) - net. . . . . . . . . 0.1 (0.2)
Other non-recurring income (expense) . . . . . . 4.9 (2.5)
Other expense - net. . . . . . . . . . . . . . . (0.4) (1.1)
------ ------
Loss before provision for income taxes . . . . . (15.3) (2.5)
Provision for income taxes . . . . . . . . . . . 1.0 -
------ ------
Net loss available to common shareholders. . . . (16.3)% (2.5)%
======= ======
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THE QUARTER ENDED SEPTEMBER 30, 1999 COMPARED WITH THE QUARTER ENDED SEPTEMBER
30, 1998.
Net product sales were $7.6 million for the quarter ended September
30, 1999 as compared with $6.7 million for the quarter ended September 30, 1998.
Sales of VOD product were $1.1 million compared with $0 for the quarter ended
September 30, 1998. Sales of real-time remained essentially flat, at $6.5
million compared with $6.7 million for the comparable quarter in 1998. The
increase in product sales reverses a trend of declining sales the Company has
experienced for a number of years. The emergence of the VOD product, coupled
with a renewed focus on real-time products in existing and new markets account
for the improved results, despite declining sales of proprietary systems and the
lower selling price of open systems as compared with proprietary products.
Service revenues decreased from $10.1 million in the quarter ended
September 30, 1998 to $8.1 million in the quarter ended September 30, 1999,
continuing the decline experienced over the past years as customers move from
proprietary systems to open systems which require less maintenance.
Gross Margin. Gross margin decreased by $1.1 million to $7.6 million for
the three months ended September 30, 1999 as compared to $8.7 million for the
quarter ended September 30, 1998. The gross margin as a percentage of sales
decreased from 51.8% in the quarter ended September 30, 1998 to 48.7% in the
current quarter which is primarily due to the lower margin being realized in the
very early stages of the VOD business.
Operating Income (Loss). Operating income (loss) decreased $3.3 million to
a loss of $3.1 million in the current quarter as compared with a profit of $0.2
million in the quarter ended September 30, 1998. This decrease is due to the
$1.1 million decrease in gross margin discussed above and the $2.4 million
restructuring and relocation provision recognized in the first quarter ended
September 30, 1999 as discussed in Note 8 to the financial statements.
Net Loss. Net loss increased from a loss of $0.4 million in the quarter
ended September 30, 1998 to a loss of $2.6 million in the current quarter. The
increased loss of $2.2 million is primarily due to the $2.4 million
restructuring and relocation provision recognized in the first quarter ended
September 30, 1999.
LIQUIDITY AND CAPITAL RESOURCES
The Company's liquidity is dependent on many factors, including sales
volume, operating profit ratio, debt service and the efficiency of asset use and
turnover. The future liquidity of the Company depends to a significant extent
on (i) the actual versus anticipated decline in sales of proprietary systems and
service maintenance revenue; (ii) revenue growth from video-on-demand systems;
and (iii) ongoing cost control actions. Liquidity will also be affected by: (i)
timing of shipments which predominately occur during the last month of the
quarter; (ii) the percentage of sales derived from outside the United States
where there are generally longer accounts receivable collection cycles and which
receivables are not included in the Company's borrowing base under its revolving
credit facility; (iii) the sales level in the United States where related
accounts receivable are included in the borrowing base of the Company's
revolving credit facility; and (iv) the number of countries in which the Company
will operate, which may require maintenance of minimum cash levels in each
country and, in certain cases, may restrict the repatriation of cash, such as
cash held on deposit to secure office leases.
The Company used $3.7 million in operating activities in the first quarter
of fiscal year 2000 compared to generating cash of $1.9 million in the same
quarter of the previous year. The primary reason for the change is the
cognizant investment by the Company in the initial launch of the VOD business
and resultant increase in working capital.
The Company has an agreement providing for an $8 million revolving
credit facility through August 1, 2000. At September 30, 1999, the outstanding
balance under the revolving credit facility was $0. Borrowings under the
revolving credit facility bear interest at the prime rate plus .75% and are
secured by substantially all of its domestic assets.
The Company invested $1.2 million and $1.4 million in property, plant and
equipment during the three-month periods ended September 30, 1999 and 1998,
respectively. Current year capital expenditures primarily relate to computer,
development and loaner equipment for the VOD Division and leasehold improvements
for the Real-Time Division's new administrative offices.
The Company received $1.4 million in proceeds from the issuance of new
shares of common stock to employees and directors who exercised stock options
during the three month period ended September 30, 1999 compared to $0.1 million
during the three month period ended September 30, 1998.
At September 30, 1999, the Company did not have any material commitments
for capital expenditures. The Company believes that its existing cash balances,
available credit facilities and funds generated by operations will be sufficient
to meets its anticipated working capital and capital expenditure requirements
for the foreseeable future.
YEAR 2000
The Company has been aggressively addressing Year 2000 issues related to
the processing of date-sensitive data. A cross-functional team was assembled,
and a determination was made as to which systems were Year 2000 non-compliant.
The Company believes that all of the critical financial, manufacturing, R&D and
other systems are fully compliant. All costs associated with making these
systems Year 2000 compliant have been expensed as incurred.
Concurrent has reviewed customer and supplier relationships, and has a Year
2000 software product available which many of our customers have implemented.
While the Company is taking all reasonable efforts, including direct mailings
and internet web site, to make information on the Year 2000 readiness of its
products available to its customers, this information may not reach all
customers, particularly third-party customers. Although the Company believes it
has addressed Year 2000 readiness issues related to its products, there may be
disruptions and/or product failures that are unforeseen.
The Company is requesting assurances from its major suppliers that
they are addressing these issues and that products procured by the Company will
function properly in the Year 2000. It is expected that certain critical
suppliers may be unwilling or unable to provide such assurances. As a result,
it is difficult for the Company to assess the impact on its business of such
entities' failure to be Year 2000 compliant.
Although Concurrent will incur additional time and effort in Year 2000
compliance, these costs are not expected to be material.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:
Certain matters discussed in this Form 10-Q may be "forward-looking statements"
as defined in the Private Securities Litigation Reform Act of 1995. Concurrent
Computer Corporation cautions investors that any forward-looking statements made
herein are not guarantees of future performance and that a variety of factors
could cause its actual results and experience to differ materially from the
anticipated results or other expectations expressed in such forward-looking
statements. The risks and uncertainties which could affect Concurrent Computer
Corporation's performance or results include, without limitation, changes in
product demand; economic conditions; various inventory risks due to changes in
market conditions; uncertainties relating to the development and ownership of
intellectual property; uncertainties relating to the ability of Concurrent
Computer Corporation and other companies to enforce their intellectual property
rights; the pricing and availability of equipment, materials and inventories;
technological developments; delays in testing of new products; rapid technology
changes; the highly competitive environment in which Concurrent Computer
Corporation operates; the entry of new well-capitalized competitors into
Concurrent Computer Corporation's markets, and other risks and uncertainties.
PART II OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On October 28, 1999, the Company entered into an Agreement and Plan of Merger
with Vivid Technology, Inc. The shares received by the shareholders of Vivid
Technology, Inc. (the "Vivid Shareholders") as a result of this transaction were
exempt from the registration requirements of the Securities Act pursuant to
Section 4(2) of the Securities Act. No solicitation was made to sell these
shares to the public and the Vivid Shareholders were each provided with all
material information that was available regarding the Company. Each of the
Vivid Shareholders is an accredited investor having sufficient knowledge and
experience in financial and business matters necessary to evaluate the merits
and risks of their investment. The Vivid Shareholders were informed that the
transaction was being effected without registration under the Securities Act and
that the shares they received pursuant to the acquisition of Vivid Technology
could not be resold without registration under the Securities Act unless the
sale is effected pursuant to an exemption from the registration requirements of
the Securities Act. In connection with this transaction, the Company also
entered into a Registration Rights Agreement, dated as of October 28, 1999 with
the Vivid Shareholders.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
(2.1) Agreement and Plan of Merger, dated as of October 28, 1999
between and among the Company and Vivid Technology, Inc.
(4.1) Registration Rights Agreement, dated as of October 28, 1999 by
and between the Company and the individuals named therein.
(11) Statement on computation of per share earnings
(27) Financial Data Schedule
(b) Reports on Form 8-K.
On September 13, 1999, the Company filed a Current Report on Form 8-K
with respect to a change in certifying accountant. This report was amended with
a Current Report on Form 8-K/A, which the Company filed on November 4, 1999. On
November 11, 1999, the Company filed a Form 8-K announcing the acquisition of
Vivid Technologies and the appointment of Steven R. Norton as the Company's
Chief Financial Officer.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this quarterly report for the quarter ended September
30, 1999 to be signed on its behalf by the undersigned thereunto duly
authorized.
Date: November 15, 1999 CONCURRENT COMPUTER CORPORATION
By: /s/ Steven R. Norton
--------------------------
Steven R. Norton
Chief Financial Officer
(Principal Financial and
Accounting Officer)