-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, idZ+MtL6mcQ50/LgKwpRkoSKZMCMBptqU/0uPuan38KtvPRXLjoT/jWN1lcvIMn7 cTQztTK4aocpg3ZkFH+n6g== 0000749038-94-000006.txt : 19941111 0000749038-94-000006.hdr.sgml : 19941111 ACCESSION NUMBER: 0000749038-94-000006 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941109 EFFECTIVENESS DATE: 19941128 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONCURRENT COMPUTER CORP/DE CENTRAL INDEX KEY: 0000749038 STANDARD INDUSTRIAL CLASSIFICATION: 3571 IRS NUMBER: 042735766 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56395 FILM NUMBER: 94558434 BUSINESS ADDRESS: STREET 1: 2 CRECENT PLACE CITY: OCEANPORT STATE: NJ ZIP: 07757 BUSINESS PHONE: 9088704500 MAIL ADDRESS: STREET 1: 2 CRECENT PLACE CITY: OCEANPORT STATE: NJ ZIP: 07757 FORMER COMPANY: FORMER CONFORMED NAME: MASSACHUSETTS COMPUTER CORP DATE OF NAME CHANGE: 19881018 S-8 1 CONCURRENT COMPUTER CORPORATION As filed with the Securities and Exchange Commission on November 8, 1994 Registration No. 33- ============================================================================= Securities and Exchange Commission Washington, D.C. 20549 --------------- Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- CONCURRENT COMPUTER CORPORATION (Exact name of registrant as specified in its charter) Delaware 04-2735766 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) --------------- Two Crescent Place Oceanport, NJ 07757 (908) 870-4500 (Address of principal executive offices) 1991 Restated Stock Option Plan (Full title of the plans) Kevin J. Dell Vice President General Counsel and Secretary Concurrent Computer Corporation Two Crescent Place Oceanport, NJ 07757 (Name and address of agent for service) (908) 870-4500 (Telephone number, including area code, or agent for service) ----------------
CALCULATION OF REGISTRATION FEE ====================================================================================================== Title of each class Proposed Proposed maximum of securities to be Amount to be maximum offering aggregate Amount of registered registered(1) price per share (2) offering price (2) registration fee Common Stock issuable Pursuant to 1991 Restated Stock Option Plan 850,000 $1.71875 $1,460,938 $504 ========================================================================================================== (1) Pursuant to Rule 429, the prospectus relating hereto also relate to shares previously registered under Form S-8 Registration Statements No. 33-27017, 33-46385, 33-54698 and 33-54605. (2) Pursuant to Rule 457(h) estimated on the basis of the average of the closing bid and asked price of the Common Stock on November 2, 1994.
This registration statement relates to the registration of additional securities of the same class as other securities for which a registration filed on this form relating to the 1991 Restated Stock Option Plan referenced is effective (No. 33- 54605). The contents of Registration Statement No. 33-54605 are hereby incorporated by reference. Signatures Pursuant to the requirements of the Securities Act of 1933, 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 Oceanport, New Jersey on November 3, 1994. Concurrent Computer Corporation By: /s/ Kevin J. Dell ----------------------- Kevin J. Dell Vice President General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and as of the date indicated below: Name Capacity ---- -------- /s/ John T. Stihl Chairman of the Board, President John T. Stihl and Chief Executive Officer /s/ Roger J. Mason Vice President, Finance and Treasurer Roger J. Mason Chief Financial Officer and Chief Accounting Officer /s/ Michael A. Brunner Director Michael A. Brunner /s/ Kevin N. Clowe Director Kevin N. Clowe /s/ C. Forbes Dewey Director C. Forbes Dewey /s/ Morton E. Handel Director Morton E. Handel /s/ Richard P. Rifenburgh Director Richard P. Rifenburgh /s/ Robert R. Sparacino Director Robert R. Sparacino Date: November 3, 1994 Exhibit Index Sequentially Exhibit No. Description Numbered Page 5.1 Opinion of Kevin J. Dell as to the legality of the securities being registered 24.1 Consent of Coopers & Lybrand L.L.P. 24.2 Consent of Kevin J. Dell (contained in Exhibit 5.1) Concurrent Computer Corporation 2 Crescent Place Oceanport, New Jersey 07757 Re: Registration Statement on Form S-8 Ladies and Gentlemen: I am the General Counsel of Concurrent Computer Corporation, a Delaware corporation (the "Company"), and have acted as such in connection with the preparation and filing of a registration statement on Form S-8 with the Securities and Exchange Commission (the "Registration Statement") for the proposed offering of an aggregate of 850,000 shares (the "Shares") of Common Stock ("Common Stock"), par value $0.01 per share, reserved for issuance pursuant to the terms of the Company's 1991 Restated Stock Option Plan (the "Plan"). In so acting, I have examined (originals or copies thereof, certified or otherwise identified to my satisfaction) such documents, corporate records, certificates of public officials and of officers of the Company and other instruments and have conducted such other investigations of fact and law as I have deemed necessary or advisable to enable me to render the opinions expressed herein. Based on the foregoing, I am of the opinion that: 1. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 2. The Shares being sold pursuant to the Plan have been duly authorized and, upon issuance in accordance with the provisions of the Plan, will be legally and validly issued, fully paid and non-assessable. Please be advised that I am admitted to practice law in the States of New York and New Jersey and am familiar with the General Corporation Law of the State of Delaware and do not purport to be an expert in, and express no opinion herein concerning, any law other than the laws of the States of New York and New Jersey, the Federal law of the United States of America and the General Corporation Law of the State of Delaware. I consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to me in the Registration Statement. Sincerely, /s/ Kevin J. Dell Vice President General Counsel and Secretary Concurrent Computer Corporation CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Concurrent Computer Corporation (the "Company") on Form S-8 (File No. 33- ) of our report dated August 19, 1994, on our audits of the consolidated financial statements and financial statement schedules of Concurrent Computer Corporation as of June 30, 1994 and 1993, and for the three years in the period ended June 30, 1994, which report is included in the Company's Annual Report on Form 10-K and which is incorporated by reference in this registration statement by the incorporation by reference of the registration statement on Form S-8 (File No. 33-54698). /s/ Coopers & Lybrand L.L.P. Parsippany, New Jersey November 8, 1994 November 8, 1994 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Concurrent Computer Corporation Registration Statement on Form S-8 ---------------------------------- Dear Sirs: On behalf of Concurrent Computer Corporation (the "Company"), we are filing by means of the EDGAR system a Registration Statement on Form S-8 relating to 850,000 shares of the Company's common stock which are being registered for issuance under the Company's 1991 Restated Stock Option Plan. Please call me if you should have any questions relating to this filing. Sincerely, /s/ Kevin J. Dell Vice President General Counsel and Secretary Concurrent Computer Corporation -----END PRIVACY-ENHANCED MESSAGE-----