-----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, LnwIpxTHpvJKZlOwRbVa3kcXozJpkbaZBzIqJaVOz3MfnXnPcdL0rhQfArDYI6od q5X1D++8s29ugQObE9lDQA== 0000950112-94-001890.txt : 19940718 0000950112-94-001890.hdr.sgml : 19940718 ACCESSION NUMBER: 0000950112-94-001890 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19940715 EFFECTIVENESS DATE: 19940803 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: 033-54605 FILM NUMBER: 94539084 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 July 15, 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 (201)870-4500 (Address of principal executive offices) Employee Stock Purchase Plan 1991 Restated Stock Option Plan Retirement Savings Plan (Full title of the plans) KEVIN J. DELL Vice President General Counsel and Assistant 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, of 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 Employee Stock Purchase Plan 600,000 $2.08 $1,248,000 $ 430 Common Stock Issuable Pursuant to 1991 Restated Stock Option Plan 1,000,000 $2.08 $2,080,000 $ 717 Common Stock Issuable Pursuant to Retirement Savings Plan 350,000 $2.08 $ 728,000 $ 251 Total $1,398 ===== ============================================================================================================= (1) Pursuant to Rule 429, the prospectuses relating hereto also relate to shares previously registered under Form S-8 Registration Statements No. 33-27017, 33-46385 and 33-54698. (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 July 8, 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 employee benefit plans referenced is effective (No. 33-54698). The contents of Registration Statement No. 33-54698 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 July 14, 1994. CONCURRENT COMPUTER CORPORATION By: /s/ Kevin J. Dell ------------------------ Kevin J. Dell Vice President General Counsel and Assistant 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/ James P. McCloskey Vice President, Finance and Treasurer James P. McCloskey Chief Financial Officer and Chief Accounting Officer /s/ Phillip W. Arneson Director Phillip W. Arneson /s/ C. Michael Carter Director C. Michael Carter /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/ Leonard N. Hecht Director Leonard N. Hecht /s/ Richard P. Rifenburgh Director Richard P. Rifenburgh Date: July 14, 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. 24.2 Consent of Kevin J. Dell (contained in Exhibit 5.1). EX-5.1 2 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 1,950,000 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 Employee Stock Purchase Plan, 1991 Restated Stock Option Plan and Retirement Savings Plan (the "Plans"). 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 Plans have been duly authorized and, upon issuance in accordance with the provisions of the Plans, 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 Assistant Secretary Concurrent Computer Corporation KJD:mlm mm361 EX-24.1 3 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration of Concurrent Computer Corporation (the "Company") on Form S-8 of our report dated August 20, 1993, on our audits of the consolidated financial statements and financial statement schedules of Concurrent Computer Corporation as of June 30, 1993 and 1992, and for the three years in the period ended June 30, 1993, which report is included in the Company's Annual Report on Form 10-K. /s/ Coopers & Lybrand Parsippany, New Jersey July 15, 1994 -----END PRIVACY-ENHANCED MESSAGE-----