AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 2007
REGISTRATION NO. 333-_______
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CONCURRENT COMPUTER CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 04-2735766
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
4375 RIVER GREEN PARKWAY
DULUTH, GEORGIA 30096
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CONCURRENT COMPUTER CORPORATION
AMENDED AND RESTATED 2001 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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KIRK L. SOMERS
GENERAL COUNSEL
CONCURRENT COMPUTER CORPORATION
4375 RIVER GREEN PARKWAY
DULUTH, GEORGIA 30096
(678) 258-4000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
ALAN J. PRINCE, ESQ.
KING & SPALDING
1180 PEACHTREE STREET N.E.
ATLANTA, GEORGIA 30309-3521
404-572-4600
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Proposed Maximum Proposed Maximum
Securities to be Offering Price Aggregate Offering Price (1) Amount of
Registered Amount to be Registered Per Share (1) Registration Fee
- ----------------------- ------------------------ ------------------ ----------------------------- -----------------
Common Stock, par
value $.01 per share 4,000,000 (2) $ 1.43 $ 5,720,000 $ 175.61
Series A Participated
Cumulative Preferred
Rights (3) 4,000,000 N/A N/A N/A
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(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h), based upon the average of the high and low
reported sales price of the Registrant's Common Stock on the Nasdaq Global
Market on May 17, 2007.
(2) Does not include 7,000,000 shares of Common Stock of Concurrent Computer
Corporation previously registered on Registration Statement No. 333-82686
and Registration Statement No. 333-125974 and to which the Prospectus
relating to this Registration Statement relates.
(3) The Series A Participating Cumulative Preferred Rights are attached to and
trade with all the shares of Common Stock outstanding as of, and issued
subsequent to, August 14, 1992, pursuant to the terms of the Rights
Agreement, dated as of July 31, 1992, as amended on August 7, 2002. Until
the occurrence of certain prescribed events, the Series A Participating
Cumulative Preferred Rights are not exercisable, are evidenced by the
certificates for the Common Stock and will be transferred only with such
stock. The value attributable to such Series A Participating Cumulative
Preferred Rights, if any, is reflected in the market price of Common Stock.
EXPLANATORY NOTE
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Concurrent Computer Corporation (the "Company") filed registration
statements on Form S-8's on February 13, 2002 (File No. 333-82686) and June 20,
2005 (File No. 333-125974) (collectively, the "Prior Registration Statements")
to register under the Securities Act of 1933, as amended (the "Securities Act"),
3,000,000 shares of the Company's common stock, par value $.01 per share
("Common Stock") and 4,000,000 shares of Common Stock, respectively, issuable
under the Concurrent Computer Corporation 2001 Stock Option Plan, as amended
(the "2001 Stock Option Plan"). The Company is filing this registration
statement on Form S-8 (the "Registration Statement") pursuant to and in
accordance with General Instruction E of Form S-8 to register an additional
4,000,000 shares of Common Stock to be issued pursuant to the 2001 Stock Option
Plan. This Registration Statement incorporates by reference the contents of the
Prior Registration Statements.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The contents of the Prior Registration Statements are incorporated by
reference into this Registration Statement. In addition, the following
documents filed with the Securities and Exchange Commission (the "Commission")
are hereby incorporated by reference into this Registration Statement:
1. The Company's Annual Report on Form 10-K for the year ended June 30,
2006;
2. The Company's Quarterly Reports on Form 10-Q for the quarter ended
September 30, 2006, December 31, 2006 and March 31, 2007;
3. The Company's Current Reports on Form 8-K filed on September 11, 2006,
December 22, 2006, January 31, 2007, February 14, 2007, March 9, 2007,
May 16, 2007 and May 18, 2007; and
4. The description of our Common Stock contained in the Registration
Statement on Form 8-A, dated January 23, 1986, filed under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as
amended by our Current Report on Form 8-K, dated October 22, 2001.
All documents filed by the Company subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 8. EXHIBITS.
EXHIBIT DESCRIPTION
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5.1 Opinion of King & Spalding
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of King & Spalding (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
1
ITEM 9. UNDERTAKINGS.
(a) The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's
Annual Report pursuant to Section 13(a) or 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
2
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Duluth, state of Georgia on this 24th day of May,
2007.
CONCURRENT COMPUTER CORPORATION
By: /s/ Kirk L. Somers
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Kirk L. Somers
General Counsel
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears
below hereby constitutes and appoints, jointly and severally, Gary Trimm, acting
individually, as his attorney-in-fact, with full power of substitution and
resubstitution, for him in any and all capacities, to sign any and all
amendments to this Registration Statement (including post-effective amendments),
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Commission, granting unto said attorney-in-fact full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact, or their substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on this 24th day of May, 2007:
Signature Title
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/s/ Steve Nussrallah Chairman of the Board
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Steve G. Nussrallah
/s/ T. Gray Trimm President, Chief Executive Officer and Director
- ---------------------- (Principal Executive Officer)
T. Gary Trimm
/s/ Emory Berry Chief Financial Officer
- ---------------------- (Principal Financial and Accounting Officer)
Emory Berry
/s/ Alex B. Best Director
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Alex B. Best
/s/ Charles Blackmon Director
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Charles Blackmon
/s/ Larry L. Enterline Director
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Larry L. Enterline
/s/ C. Shelton James Director
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C. Shelton James
EXHIBIT INDEX
EXHIBIT DESCRIPTION
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5.1 Opinion of King & Spalding
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of King & Spalding (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)