-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OkOx+znIECYxGDTDtZPPFMFjOAEC18NmdQ1/dS9a1UG38OcYoEaH6DPdbYBZpfxg OrhQWN1Nr9+uobQOVYoBCw== 0000950144-96-006222.txt : 19960912 0000950144-96-006222.hdr.sgml : 19960912 ACCESSION NUMBER: 0000950144-96-006222 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960911 SROS: NASD 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: 96628619 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CYBERGUARD CORP CENTRAL INDEX KEY: 0000927133 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 650510339 STATE OF INCORPORATION: FL FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2101 WEST CYPRESS CREEK RD CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 BUSINESS PHONE: 3059741700 MAIL ADDRESS: STREET 1: 2101 WEST CYPRESS CREEK RD STREET 2: 2101 WEST CYPRESS CREEK RD CITY: FT LAUDERDALE STATE: FL ZIP: 33309 FORMER COMPANY: FORMER CONFORMED NAME: HARRIS COMPUTER SYSTEMS CORP DATE OF NAME CHANGE: 19940720 SC 13D/A 1 CONCURRENT COMPUTER CORP. SC 13D/A AM.#2) 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* Concurrent Computer Corporation - -------------------------------------------------------------------------------- (NAME OF ISSUER) Common Stock, par value $.01 per share - -------------------------------------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 206710 20 4 - -------------------------------------------------------------------------------- (CUSIP NUMBER) Brian Foremny, Esq. CyberGuard Corporation 2101 West Cypress Creek Road Fort Lauderdale, Florida 33309 - -------------------------------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) August 21, 1996 - -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [ ]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. 2 CUSIP No. 206710 20 4 SCHEDULE 13D Page 2 of 5 Pages --------------------- -------- -------- (1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons CYBERGUARD CORPORATION --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group* (a) [ ] (b) [ ] N/A -------------------------------------------------------------------- - - (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 2(e) [ ] --------------------------------------------------------------------- (6) Citizenship or Place of Organization FLORIDA --------------------------------------------------------------------- (7) Sole Voting Power Number of 3,311,700 Shares -------------------------------------------------------- Beneficially (8) Shared Voting Power Owned by NONE Each -------------------------------------------------------- Reporting (9) Sole Dispositive Power Person With 3,311,700 -------------------------------------------------------- (10) Shared Dispositive Power NONE -------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person ' 3,311,700 --------------------------------------------------------------------- (12) Check Box if Aggregate Amount in Row (11) Excludes Certain Shares* [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row (11) 7.53 --------------------------------------------------------------------- (14) Type of Reporting Person* CO --------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 ITEM 1. SECURITY AND ISSUER. This statement relates to shares of the Common Stock, par value $0.01 per share, (the "Shares") of Concurrent Computer Corporation, a Delaware corporation. The principal executive offices of the Issuer are located at 2101 West Cypress Creek Road, Fort Lauderdale, Florida 33309. ITEM 2. IDENTITY AND BACKGROUND. ITEM 2(A) CyberGuard Corporation, a Florida corporation, formerly known as Harris Computer Systems Corporation ("CyberGuard") ITEM 2(B) 2101 West Cypress Creek Road Fort Lauderdale, Florida 33309 ITEM 2(C) CyberGuard is a leading manufacturer and marketer of commercial network security products. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. CyberGuard acquired the Shares in connection with a transaction (the "Transaction") pursuant to a Purchase and Sale Agreement dated March 26, 1996, as amended and restated as of May 23, 1996, providing for the sale to the Issuer of the assets of CyberGuard's real-time computer business together with 683,178 shares of newly issued common stock of CyberGuard in exchange for (i) 10,000,000 newly issued shares of common stock, par value $.01 per share, of the Issuer; (ii) convertible exchangeable preferred stock of the Issuer paying a 9% cumulative annual dividend quarterly in arrears with a liquidation preference of $8,200,000 (subject to adjustment under certain circumstances); and (iii) the assumption by the Issuer of certain liabilities of CyberGuard. The preferred stock of the Issuer is convertible at the option of CyberGuard into 3,280,000 shares of common stock of the Issuer. ITEM 4. PURPOSE OF TRANSACTION. ITEM 4(A) CyberGuard does not intend to be a long-term holder of securities of the Issuer and intends to divest itself of securities of the Issuer. ITEM 4(B) None. ITEM 4(C) None. ITEM 4(D) CyberGuard and the Issuer are parties to a Share Holding Agreement dated June 27, 1996 pursuant to which CyberGuard has the right to designate, and has so designated, three members of the board of directors of the Issuer. ITEM 4(E) None. ITEM 4(F) None. ITEM 4(G) None. ITEM 4(H) None. ITEM 4(I) None. ITEM 4(J) None. Page 3 of 5 Pages 4 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. ITEM 5(A) and (B) CyberGuard has sole investment and voting power with respect to 31,700 shares of common stock of the Issuer. CyberGuard has sole investment power with respect to 1,000,000 shares of convertible exchangeable preferred stock of the Issuer, convertible at the option of CyberGuard into 3,280,000 shares of common stock of the Issuer. ITEM 5(C) Of the 10,000,000 shares of common stock of the Issuer held by CyberGuard, CyberGuard has sold, since the filing of the last amendment to this Schedule 13D/A, shares in open market or negotiated transactions in the amounts (net of fees and commissions of sale) and on the dates as follows: NUMBER DATE PRICE PER SHARE 1,900,000 shares August 21, 1996 $1.00 ITEM 5(D) None. ITEM 5(E) None. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. CyberGuard and the Issuer are parties to a Share Holding Agreement dated June 26, 1996 with respect to the shares of common stock of each held by the other as result of the Transaction. The Share Holding Agreement contains certain restrictions on transferability of the shares, standstill requirements under certain circumstances, registration rights, voting restrictions and provisions for mutual board representation. The Share Holding Agreement is an exhibit to this Schedule 13D/A. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following items are filed as Exhibits to this Schedule 13D/A:
1.1 Purchase and Sale Agreement dated March Incorporated by reference to Annex A of the 26, 1996, as amended and restated as of May Definitive Proxy Statement on Schedule 14A 23, 1996 between Concurrent Computer of CyberGuard Corporation filed with the Corporation and Harris Computer Systems Securities and Exchange Commission on May Corporation 24, 1996 (File No. 0-24544) 1.2 Form of Share Holding Agreement dated June Incorporated by reference to Annex F of the 26, 1996 between Concurrent Computer Definitive Proxy Statement on Schedule 14A Corporation and Harris Computer Systems of CyberGuard Corporation filed with the Corporation Securities and Exchange Commission on May 24, 1996 (File No. 0-24544) 1.3 Form of Certificate of Designation, Incorporated by reference to Annex G of the Preferences and Rights of Class B Convertible Definitive Proxy Statement on Schedule 14A Preferred Stock filed CyberGuard Corporation with the Securities and Exchange Commission on May 24, 1996 (File No. 0-24544)
Page 4 of 5 Pages 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: September 9, 1996 CyberGuard Corporation ---------------------------------------------- Signature by /s/ Brian Foremny ---------------------------------------------- Brian Foremny General Counsel and Secretary Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----