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):
August 19, 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 August 19, 2005, Concurrent Computer Corporation ("Concurrent") entered
into an Agreement and Plan of Merger (the "Merger Agreement") with Stream
Acquisition, Inc., a Delaware corporation ("Newco"), Everstream Holdings, Inc.,
a Delaware corporation ("Everstream"), and certain selling stockholders of
Everstream (each, individually a "Seller" and collectively the "Sellers").
Concurrently with the execution and delivery of the Merger Agreement, each
Seller entered into a voting agreement under which such Seller agreed to vote
shares of Everstream common stock and preferred stock in favor of the merger and
entered into a waiver and release agreement pursuant to which such Seller agreed
to release Everstream, Concurrent and their respective predecessors,
subsidiaries, affiliates, successors and assigns from certain claims.
Pursuant to the Merger Agreement, Concurrent will acquire Everstream by
merging Newco with and into Everstream, with Everstream continuing as the
surviving corporation of the merger and an independent, wholly owned subsidiary
of Concurrent. The acquisition is valued at approximately $15 million and will
be paid in Concurrent stock. Pursuant to the Merger Agreement, Concurrent will
issue a number of shares of Concurrent stock equal to approximately $14.5
million for the Everstream stock it does not already own (Concurrent's existing
Everstream stock is valued in this transaction at approximately $0.5 million),
determined by dividing $14.5 million by the average trading price of Concurrent
stock for the 30 calendar days ending on the third calendar day prior to closing
("Average Trading Price"). Pursuant to the Merger Agreement and Everstream's
certificate of incorporation, the Concurrent stock to be issued will be
distributed to Everstream stockholders in accordance with their respective
liquidation preferences.
The Merger Agreement includes customary representations, warranties,
covenants and agreements and includes restrictions on sale of the Concurrent
stock to be issued in the transaction, indemnification protection subject to
certain exceptions, limited to an escrow of 20% of the shares to be issued in
the transaction, and a covenant of Everstream not to solicit an alternative
transaction or, subject to certain exceptions, to enter into discussions
concerning, or provide confidential information in connection with, an
alternative transaction.
The closing is expected to occur in early October 2005. The closing is
subject to the approval of the transaction by the stockholders of Everstream and
the issuance of a permit regarding the terms, conditions and fairness of the
transactions contemplated by the Merger Agreement by the Ohio Division of
Securities and is subject to other customary closing conditions. The Merger
Agreement contains certain termination rights for both Concurrent and
Everstream, and further provides that upon termination of the Merger Agreement
under certain circumstances, Everstream will pay Concurrent a termination fee of
$600,000. In addition, Concurrent can generally terminate the transaction if
the Average Trading Price of Concurrent stock is less than $1.55 and Everstream
can terminate the transaction if the Average Trading Price of Concurrent stock
is greater than $2.78.
In April 2002, Concurrent invested cash of approximately $0.5 million in
Everstream in exchange for 480,770 shares of Series C Preferred stock, giving
Concurrent approximately a 4.9% ownership interest in the company. Since
Concurrent's investment in Everstream, Concurrent has partnered with Everstream
for the resale of Everstream's targeted advertising products (including a
license to Everstream's patents pertinent thereto) and purchased consulting
services in the amount of $36,000 in fiscal 2004 and $910,000 in fiscal 2003.
Other than the foregoing and the Merger Agreement, there are no material
relationships between Everstream and Concurrent or any of its affiliates.
The foregoing description of the Merger Agreement and the transactions
contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the complete text of the Merger Agreement. A copy of
the Merger Agreement is attached hereto as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated herein by reference in its entirety.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit Number Description
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10.1 Agreement and Plan of Merger, dated August 19, 2005, by and among Concurrent
Computer Corporation, Stream Acquisition, Inc., Everstream Holdings, Inc. and
certain selling stockholders of Everstream Holdings, Inc.
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: August 25, 2005 By: /s/ Gregory S. Wilson
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Gregory S. Wilson
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
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10.1 Agreement and Plan of Merger, dated August 19, 2005, by and among Concurrent
Computer Corporation, Stream Acquisition, Inc., Everstream Holdings, Inc. and
certain selling stockholders of Everstream Holdings, Inc.