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 26, 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 26, 2005, Concurrent Computer Corporation ("Concurrent") entered
into a First Amendment to Agreement and Plan of Merger (the "Amendment") 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"), to
amend the Agreement and Plan of Merger, dated as of August 19, 2005, by and
among Concurrent, Newco, Everstream and the Sellers (the "Merger Agreement").
The Amendment, among other things, amends the exchange ratios set forth in
the Merger Agreement so that the holders of each series of Everstream preferred
stock will only receive their respective initial liquidation preference amounts
in the merger and will not participate with the holders of Everstream common
stock in the distribution of any merger consideration remaining after the
distribution of the initial liquidation preference amounts.
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, the Merger Agreement and the Amendment there are no
material relationships between Everstream and Concurrent or any of its
affiliates.
The foregoing description of the Amendment does not purport to be complete
and is qualified in its entirety by reference to the complete text of the
Amendment. A copy of the Amendment 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.
(d) Exhibits.
Exhibit Number Description
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10.1 First Amendment to Agreement and Plan of Merger, dated
August 26, 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 31, 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 First Amendment to Agreement and Plan of Merger, dated
August 26, 2005, by and among Concurrent Computer
Corporation, Stream Acquisition, Inc., Everstream Holdings,
Inc. and certain selling stockholders of Everstream
Holdings, Inc.