0001144204-16-114914.txt : 20160728 0001144204-16-114914.hdr.sgml : 20160728 20160728130845 ACCESSION NUMBER: 0001144204-16-114914 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20160728 DATE AS OF CHANGE: 20160728 GROUP MEMBERS: JDS1, LLC GROUP MEMBERS: MATTHEW STECKER GROUP MEMBERS: RICHARD RAMLALL GROUP MEMBERS: WAYNE BARR, JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONCURRENT COMPUTER CORP/DE CENTRAL INDEX KEY: 0000749038 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 042735766 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-36889 FILM NUMBER: 161789319 BUSINESS ADDRESS: STREET 1: 4375 RIVER GREEN PARKWAY STREET 2: SUITE 100 CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 6782584000 MAIL ADDRESS: STREET 1: 4375 RIVER GREEN PARKWAY STREET 2: SUITE 100 CITY: DULUTH STATE: GA ZIP: 30097 FORMER COMPANY: FORMER CONFORMED NAME: MASSACHUSETTS COMPUTER CORP DATE OF NAME CHANGE: 19881018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SINGER JULIAN D. CENTRAL INDEX KEY: 0001628706 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 9777 PYRAMID COURT STREET 2: SUITE 100 CITY: ENGLEWOOD STATE: CO ZIP: 80112 SC 13D/A 1 v445229_sc13d-a.htm SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D/A

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

 

(Amendment No. 7)1

 

 

Concurrent Computer Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
  206710402  
  (CUSIP Number)  

 

Julian Singer, 2200 Fletcher Avenue, Suite 501, Fort Lee, NJ 07024, Tel: (201) 592-3400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
  July 27, 2016  
  (Date of Event which Requires Filing of this Statement)  

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

(Continued on following pages)

 

Page 1 of 12 pages

 

 

 

 

________________________________

1 The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

CUSIP No. 206710402 13D/A7 Page 2 of 12

 

 

1

 

NAME OF REPORTING PERSON

 

Julian Singer  

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [X]

 

 

 

 

 

 

(b) [  ]

 

3

 

SEC USE ONLY

 

 

 

4

_______________

SOURCE OF FUNDS*

OO

 

5

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2I

 

[ ]

 

 

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

 

SOLE VOTING POWER

0

 

8

 

SHARED VOTING POWER

898,336

 

9

 

SOLE DISPOSITIVE POWER

0

 

10

 

SHARED DISPOSITIVE POWER

898,336

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

898,336

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[  ]

 

 

 

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.4%

 

14

 

TYPE OF REPORTING PERSON*

IN
               

 

 

 

 

CUSIP No. 206710402

 

13D/A7

 

 

Page 3 of 12

 

 

 

1

 

NAME OF REPORTING PERSON

 

JDS1, LLC  

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [X]

 

 

 

 

 

 

(b) [  ]

 

3

 

SEC USE ONLY

 

 

 

4

_______________

SOURCE OF FUNDS*

OO

 

5

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2I

 

[ ]

 

 

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

 

SOLE VOTING POWER

0

 

8

 

SHARED VOTING POWER

898,336

 

9

 

SOLE DISPOSITIVE POWER

0

 

10

 

SHARED DISPOSITIVE POWER

898,336

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

898,336

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[  ]

 

 

 

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.4%

 

14

 

TYPE OF REPORTING PERSON*

OO
               

 

 

 

 

CUSIP No. 206710402

 

13D/A7

 

 

Page 4 of 12

 

 

 

1

 

NAME OF REPORTING PERSON

 

Wayne Barr, Jr.  

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [X]

 

 

 

 

 

 

(b) [  ]

 

3

 

SEC USE ONLY

 

 

 

4

_______________

SOURCE OF FUNDS*

 

 

5

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2I

 

[ ]

 

 

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

 

SOLE VOTING POWER

0

 

8

 

SHARED VOTING POWER

0

 

9

 

SOLE DISPOSITIVE POWER

0

 

10

 

SHARED DISPOSITIVE POWER

0

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[  ]

 

 

 

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%

 

14

 

TYPE OF REPORTING PERSON*

IN
               

 

 

 

 

CUSIP No. 206710402

 

13D/A7

 

 

Page 5 of 12

 

 

 

1

 

NAME OF REPORTING PERSON

 

Richard Ramlall  

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [X]

 

 

 

 

 

 

(b) [  ]

 

3

 

SEC USE ONLY

 

 

 

4

_______________

SOURCE OF FUNDS*

 

 

5

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2I

 

[ ]

 

 

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

 

SOLE VOTING POWER

0

 

8

 

SHARED VOTING POWER

0

 

9

 

SOLE DISPOSITIVE POWER

0

 

10

 

SHARED DISPOSITIVE POWER

0

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[  ]

 

 

 

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%

 

14

 

TYPE OF REPORTING PERSON*

IN
               

 

 

 

 

CUSIP No. 206710402

 

13D/A7

 

 

Page 6 of 12

 

 

 

1

 

NAME OF REPORTING PERSON

 

Matthew Stecker  

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) [X]

 

 

 

 

 

 

(b) [  ]

 

3

 

SEC USE ONLY

 

 

 

4

_______________

SOURCE OF FUNDS*

 

 

5

 

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2I

 

[ ]

 

 

 

 

6

 

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

7

 

SOLE VOTING POWER

0

 

8

 

SHARED VOTING POWER

0

 

9

 

SOLE DISPOSITIVE POWER

0

 

10

 

SHARED DISPOSITIVE POWER

0

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

 

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

[  ]

 

 

 

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

0.0%

 

14

 

TYPE OF REPORTING PERSON*

IN
               

 

 

SCHEDULE 13D/A7

 

This constitutes Amendment No. 7 (the “Amendment No. 7”) to the statement on Schedule 13D filed on behalf of Julian Singer, dated and filed February 16, 2016 (as amended, the “Statement”), relating to the common stock, $0.01 par value per share (the “Common Stock”), of Concurrent Computer Corporation (the “Issuer”). Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain unchanged.

 

Item 2. Identity and Background.

 

Item 2 of the Statement is hereby amended and restated as follows:

 

(a) This Statement is being filed by:

 

(i) JDS1, LLC, a Delaware limited liability company (“JDS1”);

 

(ii) Julian Singer, the managing member of JDS1;

 

(iii) Wayne Barr, Jr., a nominee for the board of directors of the Issuer (the “Board”);

 

(iv) Richard Ramlall, a nominee for the Board

 

(v) Matthew Stecker, a nominee for the Board; and

 

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

 

(b) Mr. Singer’s and JDS1’s principal place of business is 2200 Fletcher Avenue, Suite 501, Fort Lee, NJ 07024. Mr. Barr’s principal business address is 7208 Falls of Neuse Road, Suite 101, Raleigh, NC 27615. Mr. Ramlall’s principal business address is 20391 Old Grey Place, Ashburn, VA 20147. Mr. Stecker’s principal business address is 711 South Bryn Mawr Avenue, Bryn Mawr, PA 19010.

 

(c) Mr. Singer’s principal occupation is investing assets held in JDS1 and certain other entities. JDS1’s principal business is investing assets. Mr. Barr’s principal occupation is principal of Oakleaf Consulting Group LLC. Mr. Ramlall’s principal occupation is president of Ramlall Partners LLC. Mr. Stecker’s principal occupation is senior policy advisor to the U.S. Department of Commerce.

 

(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) Messrs. Singer, Barr, Ramlall and Stecker are citizens of the United States of America. JDS1 is a Delaware limited liability company.

 

 

 

 

 

Item 4. Purpose of the Transaction

 

Item 4 of the Statement is hereby amended to add the following:

 

On July 27, 2016, JDS1 delivered a letter to the Issuer (the “Nomination Letter”) nominating a slate of three highly qualified director candidates, including Wayne Barr, Jr., Richard Ramlall, and Matthew Stecker (collectively, the “Nominees”), for election to the Board at the Issuer’s 2016 annual meeting of stockholders (the “Annual Meeting”). The Reporting Persons believe that significant change to the composition of the Board is warranted given the long-tenured nature of the Board, the qualifications of their Nominees and the long-term underperformance of the Issuer.

 

JDS1 has engaged, and remains open to continuing to engage, with the Board and management of the Issuer to reach a mutually agreeable resolution that would avoid the need for an election contest at the Annual Meeting. While JDS1 believes that one of the Issuer’s settlement proposals was substantially adequate, the Issuer subsequently determined that it would not be willing to settle on the terms that were previously proposed by the Issuer. JDS1 believes that the Issuer’s subsequent proposals have been inadequate and the Issuer has rejected JDS1’s settlement proposals.

 

JDS1’s independent, highly qualified director candidates include:

 

Wayne Barr, Jr., age 52, is managing director of Alliance Group of NC, LLC, a full service real estate firm providing brokerage, planning and consulting services throughout North Carolina to a wide variety of stakeholders including landowners, developers, builders and investors, a position he has held since January 2013. Mr. Barr is also the principal of Oakleaf Consulting Group LLC, a management consulting firm focusing on technology and telecommunications companies, which he founded in 2001. Mr. Barr also co-founded and was president from 2003 to 2008 of Capital & Technology Advisors, a management consulting and restructuring firm. Mr. Barr has served as a director of HC2 Holdings, Inc. since January 2014, where he served as chair of the audit committee from January 2014 until June 2016. Mr. Barr has previously served on the boards of directors of Anacomp, Leap Wireless International, NEON Communications and Globix Corporation. Mr. Barr received his JD from Albany Law School of Union University and is admitted to practice law in New York State. He is also a licensed real estate broker in the state of North Carolina.

 

JDS1 selected Mr. Barr as a nominee because he brings a wide range of experience serving as an executive, including serving as a director of other publicly traded companies. Mr. Barr also has knowledge regarding, and experience with, accounting matters.

 

Richard R. Ramlall, 60, is President of Ramlall Partners LLC, and provides investor relations, financial and regulatory due diligence and compliance, business development, strategic planning, and public relations consulting to public and private organizations. He also was selected to the 2014-2016 Advisory Board of the Washington Wizards NBA Franchise. Mr. Ramlall has served as a director of Evolving Systems, Inc. since March 2008, where he also served on the compensation and governance committees, and also served as the acting CFO of a private firm, Kika Holdings from March 2014 to December 2015, and as Senior Regulatory Adviser for Primus Telecommunications Group. Prior to his Senior Regulatory Adviser position with Primus, from November 2010 to August 2013, he served as Senior Vice President, Corporate Development and Chief Communications Officer of Primus Telecommunications Group, Incorporated, a leading provider of advanced communication solutions, including broadband Internet, traditional and IP voice, data, mobile services, collocation, hosting, and outsourced managed services to business and residential customers in the United States, Canada and Australia. From March 2005 to August 2010, he served as Senior Vice President, Strategic External Affairs and Programming at RCN Corporation, a leading broadband provider of video, data, and voice services to residential, business and commercial/carrier customers. Mr. Ramlall formerly served on the Alzheimer’s Association—National Capital Area Board of Directors from 2008-2012 and as a director on the boards of a number of private company. Mr. Ramlall holds an M.G.A. (Technology Management) and a B.S. in Business Administration from the University of Maryland.

 

 

 

 

 

JDS1 selected Mr. Ramlall as a nominee because of his years of experience serving as an executive, including operational, corporate development and mergers and acquisitions experience, as well as his service as a director of other publicly traded companies. Mr. Ramlall also has knowledge regarding, and experience with, investor relations and compliance and the cable industry.

 

Matthew Stecker, age 47, has served as a Senior Policy Advisor to the United States Department of Commerce since November 2014 and currently serves on the boards of Evolving Systems, Inc., where he also served on the audit committee, and Live Microsystems, Inc. Mr. Stecker previously served as a director for HealthWarehouse.com Inc. from December 2010 to August 2013, where he also served on the compensation committee, and MRV Communications from April 2013 to June 2016, where he served as the chairman of the audit committee. Previously, from January to November 2014, Mr. Stecker served as the Vice President of Mobile Entertainment for RealNetworks. From November 2009 to December 2013, he served as CEO of Live MicroSystems, Inc., and from April 2005 to November 2009 he was a senior executive in both Telecom Operations and Strategy at Cartesian, Inc. Mr. Stecker received his JD from the University of North Carolina at Chapel Hill School of Law and holds a BA in Political Science and Computer Science from Duke University.

 

JDS1 selected Mr. Stecker as a nominee because of his 20 years of experience as a public company executive and his service on the boards of directors of other publicly traded companies and his deep industry knowledge and experience.

 

Item 5. Interest in Securities of the Issuer.

 

Item 5 of the Statement is hereby amended and restated as follows:

 

The aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 9,550,309 shares of Common Stock outstanding as reported in the Issuer’s Form 10-Q filed on May 3, 2016.

 

A. JDS1, LLC

 

(a) As of the date hereof, JDS1 beneficially owns 898,336 shares of Common Stock, which shares are held directly by JDS1.

 

Percentage: Approximately 9.4%

 

(b) 1. Sole power to vote or direct vote: 0

 

2. Shared power to vote or direct vote: 898,336

 

3. Sole power to dispose or direct the disposition: 0

 

4. Shared power to dispose or direct the disposition: 898,336

 

(c) The following table details the transaction effected by JDS1 since the filing of Amendment No. 6 to the Statement:

 

Date of Transaction Number of Shares Purchased Price Per Share
July 26, 2016 3,800 $5.10

 

 

 

 

 

 

B. Mr. Singer

 

(a) As of the date hereof, Mr. Singer, as the managing member of JDS1, beneficially owns 898,336 shares of Common Stock held by JDS1.

 

Percentage: Approximately 9.4%

 

(b) 1. Sole power to vote or direct vote: 0

 

2. Shared power to vote or direct vote: 898,336

 

3. Sole power to dispose or direct the disposition: 0

 

4. Shared power to dispose or direct the disposition: 898,336

 

(c) The following table details the transaction effected by Mr. Singer through JDS1 since the filing of Amendment No. 6 to the Statement:

 

Date of Transaction Number of Shares Purchased Price Per Share
July 26, 2016 3,800 $5.10

 

C. Messrs. Barr, Ramlall and Stecker

 

(a) As of the date hereof, none of Messrs. Barr, Ramlall or Stecker beneficially owns any shares of Common Stock.

 

Percentage: Approximately 0.0%

 

(b) 1. Sole power to vote or direct vote: 0

 

2. Shared power to vote or direct vote: 0

 

3. Sole power to dispose or direct the disposition: 0

 

4. Shared power to dispose or direct the disposition: 0

 

(c) None of Messrs. Barr, Ramlall and Stecker has entered into any transactions in the Shares in the last 60 days.

 

As of the date hereof, the Reporting Persons collectively beneficially owned an aggregate of 898,336 shares of Common Stock, constituting approximately 9.4% of the Shares outstanding.

 

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the shares of Common Stock directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such shares.

 

 

 

 

 

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

 

Item 6 of the Statement is hereby amended to add the following:

 

On July 27, 2016, the Reporting Persons entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) the Reporting Persons agreed to solicit proxies or written consents for the election of the Nominees at the Annual Meeting (the “Solicitation”), and (c) JDS1 agreed to bear all expenses incurred in connection with the Solicitation, including approved expenses incurred by any of the parties in connection with the Solicitation. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Pursuant to letter agreements, JDS1 has agreed to indemnify each of Messrs. Barr, Ramlall and Stecker against any and all claims of any nature arising from the Solicitation and any related transactions. A form of the indemnification letter agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

Item 7. Material to be Filed as Exhibits.

 

Item 7 of the Statement is hereby amended to add the following exhibits:

 

99.1Joint Filing and Solicitation Agreement by and among JDS1, LLC, Julian Singer, Wayne Barr, Jr., Richard Ramlall, Matthew Stecker, dated July 27, 2016.

 

99.2Form of Indemnification Letter Agreement.

 

99.3Powers of Attorney.

 

 

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

 

Dated: July 28, 2016

 

JDS 1, LLC

 

 

 

By: /s/ Julian Singer
Name: Julian Singer
Title: Manager

 

 

 

/s/ Julian Singer
Julian Singer
Individually and as attorney-in-fact for Wayne Barr, Jr., Richard Ramlall, Matthew Stecker

 

 

 

EX-99.1 2 v445229_ex99-1.htm JOINT FILING AND SOLICITATION AGREEMENT

JOINT FILING AND SOLICITATION AGREEMENT

 

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Concurrent Computer Corporation, a Delaware corporation (the “Company”);

 

WHEREAS, JDS1, LLC, a Delaware limited liability company (“JDS1”), Julian Singer, Wayne Barr, Matthew Stecker and Richard Ramlall wish to form a group for the purpose of seeking representation on the Board of Directors of the Company (the “Board”) at the Company’s 2016 Annual Meeting of Stockholders or any other meeting of the stockholders in lieu thereof, and any adjournments, postponements, reschedulings, delays, continuations or special meetings thereof (the “2016 Annual Meeting”) and for the purpose of taking such other actions as the parties deem advisable to achieve the foregoing (collectively, the “Purposes”).

 

NOW, IT IS AGREED, this 27th day of July 2016 by the parties hereto:

 

1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his/her/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate. JDS1 or its representative shall provide each member of the Group with copies of all Schedule 13D filings and other public filings to be filed on behalf of such member at least twenty-four (24) hours prior to the filing or submission thereof.

 

2. So long as this agreement is in effect, each of Messrs. Barr, Stecker and Ramlall agrees to provide JDS1 advance written notice prior to effecting any purchase, sale, acquisition or disposal of any securities of the Company which he or she has, or would have, direct or indirect beneficial ownership so that JDS1 has an opportunity to review the potential implications of any such transaction in the securities of the Company and pre-clear any such potential transaction in the securities of the Company by Messrs. Barr, Stecker and Ramlall. Each of Messrs. Barr, Stecker and Ramlall agrees that he or she shall not undertake or effect any purchase, sale, acquisition or disposal of any securities of the Company without the prior written consent of JDS1.

 

3. Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of the persons nominated by the Group to the Board at the 2016 Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.

 

4. JDS1 shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agree to pay directly all such pre-approved expenses.

 

5. Each of the undersigned agrees that any SEC filing, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 3 shall be first approved by JDS1, or its representatives, which approval shall not be unreasonably withheld.

 

 1 

 

 

 

6. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/she/it deems appropriate, in his/her/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.

 

7. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

 

8. In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

 

9. Any party hereto may terminate his/her/its obligations under this Agreement on at least twenty-four (24) hours’ written notice to all other parties, with a copy by fax to Jeremy B. Reckmeyer at Andrews Kurth LLP, Fax No. (212) 850-2929.

 

10. Each party acknowledges that Andrews Kurth LLP shall act as counsel for both the Group and JDS1 and its affiliates relating to their investment in the Company.

 

11. Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

 

 

 

 2 

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

 

JDS 1, LLC

 

 

 

By: /s/ Julian Singer
Name: Julian Singer
Title: Manager

 

 

 

/s/ Julian Singer
Julian Singer

 

 

 

/s/ Wayne Barr
Wayne Barr

 

 

 

/s/ Matthew Stecker
Matthew Stecker

 

 

 

/s/ Richard Ramlall
Richard Ramlall

 

 

 

 

 

 

EX-99.2 3 v445229_ex99-2.htm FORM OF INDEMNIFICATION LETTER AGREEMENT

 

 

JDS1, LLC
2200 Fletcher Avenue, Suite 501
Fort Lee, New Jersey 07024-5016

 

July 27, 2016

 

Re: Concurrent Computer Corporation

 

Dear Mr.                     :

 

Thank you for agreeing to serve as a nominee for election to the Board of Directors of Concurrent Computer Corporation, a Delaware corporation (the “Company”) in connection with the proxy solicitation that JDS1, LLC (“JDS1”) is considering undertaking to nominate and elect directors at the Company’s 2016 Annual Meeting of Stockholders and any adjournments, postponements, delays or special meetings held to elect directors in lieu thereof (the “JDS1 Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its shareholders. This letter (“Agreement”) will set forth the terms of our agreement.

 

JDS1 agrees to indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the JDS1 Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions or material breach of the terms of this agreement; provided, further, that upon your becoming a director of the Company, this indemnification shall not apply to any claims made against you in your capacity as a director of the Company. This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the JDS1 Solicitation and any related transactions (each, a “Loss”).

 

In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give JDS1 prompt written notice of such claim or Loss (provided that failure to promptly notify JDS1 shall not relieve us from any liability which we may have on account of this Agreement, except to the extent we shall have been materially prejudiced by such failure). Upon receipt of such written notice, JDS1 will provide you with counsel to represent you. Such counsel shall be reasonably acceptable to you. In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein. JDS1 may not enter into any settlement of loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim.

 

You hereby agree to keep confidential and not disclose to any party, without the consent of JDS1, any confidential, proprietary or non-public information (collectively, “Information”) of JDS1 or its affiliates which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder. Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by JDS1 or its affiliates or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.

 

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Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify JDS1 so that JDS1 or any of its affiliates may seek a protective order or other appropriate remedy or, in JDS1’s sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained or JDS1 does not waive compliance with the terms of this Agreement, you may consult with counsel at the cost of JDS1 and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.

 

All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of JDS1 and, upon the request of a representative of JDS1, all such information shall be returned or, at JDS1’s option, destroyed by you, with such destruction confirmed by you to JDS1 in writing.

 

This letter agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.

 

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If you agree to the foregoing terms, please sign below to indicate your acceptance.

 

Very truly yours,

JDS1, LLC


By:                                    
Name: Julian Singer
Title: Manager

 

ACCEPTED AND AGREED:

 

________________________

By:

 

 

   

EX-99.3 4 v445229_ex99-3.htm POWERS OF ATTORNEY

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Julian Singer and Philip Mandelbaum, or any of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with the undersigned’s beneficial ownership of, or participation in a group (the “JDS1 Group”) with respect to, securities of Concurrent Computer Corporation, a Delaware corporation (the “Company”) directly or indirectly beneficially owned by JDS1, LLC, a Delaware limited liability company (“JDS1”). Such action shall include, but not be limited to:

 

1.                  executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the JDS1 Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company;

 

2.                  executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company;

 

3.                  executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the JDS1 Group;

 

4.                  performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

5.                  taking any other action of any type whatsoever in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

 

 

 

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the JDS1 Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of July 2016.

 

/s/ Wayne Barr

By: Wayne Barr, Jr.

 

 

 

 

 

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Julian Singer and Philip Mandelbaum, or any of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with the undersigned’s beneficial ownership of, or participation in a group (the “JDS1 Group”) with respect to, securities of Concurrent Computer Corporation, a Delaware corporation (the “Company”) directly or indirectly beneficially owned by JDS1, LLC, a Delaware limited liability company (“JDS1”). Such action shall include, but not be limited to:

 

1.                  executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the JDS1 Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company;

 

2.                  executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company;

 

3.                  executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the JDS1 Group;

 

4.                  performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

5.                  taking any other action of any type whatsoever in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

 

 

 

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the JDS1 Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of July 2016.

 

/s/ Richard Ramlall

By: Richard Ramlall

 

 

 

 

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Julian Singer and Philip Mandelbaum, or any of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with the undersigned’s beneficial ownership of, or participation in a group (the “JDS1 Group”) with respect to, securities of Concurrent Computer Corporation, a Delaware corporation (the “Company”) directly or indirectly beneficially owned by JDS1, LLC, a Delaware limited liability company (“JDS1”). Such action shall include, but not be limited to:

 

1.                  executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the JDS1 Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company;

 

2.                  executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company;

 

3.                  executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the JDS1 Group;

 

4.                  performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

5.                  taking any other action of any type whatsoever in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

 

 

 

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the JDS1 Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 27th day of July 2016.

 

/s/ Matthew Stecker

By: Matthew Stecker