-----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, RiUbTxSZ23ZQAEvn5x58hhCOrwuB+dXZYg5kAoaJ3aWxrdCZsDOfgTjE4KjK/Arb kb/H6NxtpUeJmVNPEaQ0NQ== 0001015402-00-000041.txt : 20000202 0001015402-00-000041.hdr.sgml : 20000202 ACCESSION NUMBER: 0001015402-00-000041 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19991028 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000111 FILER: 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: 8-K/A SEC ACT: SEC FILE NUMBER: 000-13150 FILM NUMBER: 505308 BUSINESS ADDRESS: STREET 1: 4375 RIVER GREEN PARKWAY CITY: DULUTH STATE: GA ZIP: 30097 BUSINESS PHONE: 6782584000 MAIL ADDRESS: STREET 1: 4375 RIVER GREEN PARKWAY CITY: DULUTH STATE: GA ZIP: 30097 FORMER COMPANY: FORMER CONFORMED NAME: MASSACHUSETTS COMPUTER CORP DATE OF NAME CHANGE: 19881018 8-K/A 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ____________ FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 1999 CONCURRENT COMPUTER CORPORATION ------------------------------- (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0-13150 ------------ (Commission File Number) 04-2735766 ------------------------ (IRS Employer Identification Number) 4375 River Green Parkway, Duluth, Georgia 30097 --------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (678) 258-4000 ================================================================================ ITEM 5. OTHER EVENTS ------------- On October 28, 1999, Concurrent Computer Corporation ("Concurrent") issued a press release announcing its acquisition of Vivid Technology, Inc. On November 1, 1999, Concurrent issued a press release announcing the appointment of Steven R. Norton as its Executive Vice President and Chief Financial Officer. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS ------------------------------------ (a) Audited Financial statements of Vivid Technology, Inc. for the years ended December 31, 1998 and 1997. VIVID TECHNOLOGY, INC. ---------------------- FINANCIAL STATEMENTS --------------------
VIVID TECHNOLOGY, INC. ---------------------- TABLE OF CONTENTS ----------------- Page ------ Independent Auditor's Report. . . . . . . . . . . . . . . 1 Balance Sheets. . . . . . . . . . . . . . . . . . . . . . 2 Statements of Operations. . . . . . . . . . . . . . . . . 3 Statements of Changes in Stockholders' Equity . . . . . . 4 Statements of Cash Flows. . . . . . . . . . . . . . . . . 5 Notes to Financial Statements . . . . . . . . . . . . . . 6 - 11
INDEPENDENT AUDITOR'S REPORT ---------------------------- To the Board of Directors and Stockholders of Vivid Technology, Inc. We have audited the accompanying balance sheets of Vivid Technology, Inc. (a Delaware corporation) as of December 31, 1998 and 1997, and the related statements of operations, changes in stockholders' equity, and cash flows for the years then ended. These financial statements are the representation of the company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of Vivid Technology, Inc. as of December 31, 1998 and 1997, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. /S/ BERGEY YODER SWEENEY WITTER & ROLAND PC _____________________________________________________ BERGEY YODER SWEENEY WITTER & ROLAND PC Certified Public Accountants November 26, 1999 - 1 -
VIVID TECHNOLOGY, INC. ---------------------- BALANCE SHEETS -------------- ASSETS ------ December 31, ---------------------- 1998 1997 ------------ -------- Current Assets: Cash and Cash Equivalents. . . . . . . . . . . . . . . . . $ 1,002,043 $ 34,285 Accounts Receivable. . . . . . . . . . . . . . . . . . . . 85,804 166,232 Prepaid Expenses and Other Assets. . . . . . . . . . . . . 27,515 -- . ------------ -------- Total Current Assets. . . . . . . . . . . . . . . . . . 1,115,362 200,517 Property and Equipment, Net. . . . . . . . . . . . . . . . . 149,931 52,385 Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . 12,500 -- . ------------ -------- TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . $ 1,277,793 $252,902 ============ ======== LIABILITIES - ------------------------------------------------------------ Current Liabilities: Amount Due to Stockholder. . . . . . . . . . . . . . . . . $ 71,564 $ -- Accounts Payable and Accrued Expenses. . . . . . . . . . . 96,209 22,459 ------------ -------- Total Current Liabilities . . . . . . . . . . . . . . . 167,773 22,459 ------------ -------- STOCKHOLDERS' EQUITY - ------------------------------------------------------------ Stockholders' Equity: Convertible Preferred Stock, Par Value $.001; 199,387 Shares Authorized and Outstanding at December 31, 1998. $ 199 $ -- Common Stock, Par Value $.001; 5,000,000 Shares Authorized; 600,000 Issued and Outstanding. . . . . . . 600 600 Additional Paid in Capital . . . . . . . . . . . . . . . . 1,301,204 1,400 Retained Earnings (Deficit). . . . . . . . . . . . . . . . (191,983) 228,443 ------------ -------- Total Stockholders' Equity (Deficit). . . . . . . . . . 1,110,020 230,443 ------------ -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY . . . . . . . . . $ 1,277,793 $252,902 ============ ========
See accountant's report and the accompanying notes. - 2 -
VIVID TECHNOLOGY, INC. ---------------------- STATEMENTS OF OPERATIONS ------------------------ Year Ended December 31, ---------------------------- 1998 1997 ------------- ------------- Sales. . . . . . . . . . . . . . . . . $ 812,461 $ 659,915 Cost of Sales. . . . . . . . . . . . . 347,579 127,851 ------------- ------------- Gross Profit . . . . . . . . . . . . . 464,882 532,064 Operating Expenses: Selling, General and Administrative. 179,452 24,518 Research and Development . . . . . . 619,603 265,362 ------------- ------------- Total Operating Expenses. . . . . 799,055 289,880 ------------- ------------- Operating Income (Loss). . . . . . . . (334,173) 242,184 Other Income and (Expenses). . . . . . 20,816 (1,468) ------------- ------------- Net Income (Loss). . . . . . . . . . . $ (313,357) $ 240,716 ============= =============
See accountant's report and the accompanying notes. - 3 -
VIVID TECHNOLOGY, INC. ---------------------- STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY --------------------------------------------- Additional Retained Preferred Stock Common Stock Paid In Earnings Shares Par Value Shares Par Value Capital (Deficit) Total --------- ---------- ------- ---------- ---------- ---------- ----------- Balance at December 31, 1996 (Unaudited). . . . . -- $ -- 300,000 $ 300 $ 700 $ (5,766) $ (4,766) Issuance of Common Stock . . . -- -- 300,000 300 700 -- 1,000 Dividends Paid. . . . -- -- -- -- -- (6,507) (6,507) Net Income. . . . . . -- -- -- -- -- 240,716 240,716 --------- ---------- ------- ---------- ---------- ---------- ----------- Balance at December 31, 1997. -- -- 600,000 600 1,400 228,443 230,443 Sale of Preferred Stock. . . . . . . 199,387 199 -- -- 1,299,804 -- 1,300,003 Dividends Paid. . . . -- -- -- -- -- (107,069) (107,069) Net (Loss). . . . . . -- -- -- -- -- (313,357) (313,357) --------- ---------- ------- ---------- ---------- ---------- ----------- Balance at December 31, 1998. 199,387 $ 199 600,000 $ 600 $1,301,204 $(191,983) $1,110,020 ========= ========== ======= ========== ========== ========== ===========
See accountant's report and the accompanying notes. - 4 -
VIVID TECHNOLOGY, INC. ---------------------- STATEMENTS OF CASH FLOWS ------------------------ Year Ended December 31, --------------------------- 1998 1997 ------------ ------------- Cash Flows from Operating Activities: Net Income (Loss). . . . . . . . . . . . . . . . $ (313,357) $ 240,716 Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by (Used in) Operating Activities: Depreciation . . . . . . . . . . . . . . 23,065 6,096 (Increase) Decrease in Assets: Accounts Receivable. . . . . . . . . . 80,428 (156,135) Inventory. . . . . . . . . . . . . . . (2,695) -- Accrued Interest . . . . . . . . . . . (16,437) -- Prepaid Expenses . . . . . . . . . . . (8,383) -- Deposits . . . . . . . . . . . . . . . (12,500) -- Increase (Decrease) in Liabilities: Accounts Payable and Accrued Expenses. 69,743 11,626 Other Current Liabilities. . . . . . . 4,007 -- ------------ ------------- Net Cash Provided by (Used in) Operating Activities. . . . . . . . . . . . . (176,129) 102,303 ------------ ------------- Cash Flows from Investing Activities: Purchases of Property and Equipment. . . . . . . (120,611) (54,754) ------------ ------------- Cash Flows from Financing Activities: Net Proceeds (Payments) on Stockholder Loan. . . 71,564 (7,941) Proceeds from Issuance of Common Stock . . . . . -- 1,000 Proceeds from Issuance of Preferred Stock. . . . 1,300,003 -- Proceeds from Issuance of Convertible Debt . . . -- -- Cash Dividends Paid. . . . . . . . . . . . . . . (107,069) (6,507) ------------ ------------- Net Cash Provided by (Used in) Financing Activities . . . . . . . . . . . . . . . . . 1,264,498 (13,448) ------------ ------------- Net Increase (Decrease) in Cash. . . . . . . . . . 967,758 34,101 Cash and Cash Equivalents, Beginning . . . . . . . 34,285 184 ------------ ------------- Cash and Cash Equivalents, Ending. . . . . . . . . $ 1,002,043 $ 34,285 ============ ============= Supplemental Disclosure of Cash Flow Information: Cash Payments for Interest . . . . . . . . . . . $ 20 $ 1,468 ============ =============
See accountant's report and the accompanying notes. - 5 - VIVID TECHNOLOGY, INC. ---------------------- NOTES TO FINANCIAL STATEMENTS ----------------------------- NOTE 1 - OVERVIEW OF THE BUSINESS: - ---------------------------------------- The company, which is located in Southeastern Pennsylvania, provides Video on Demand and interactive television solutions. Video on Demand is a system of hardware and software elements that enables cable operators to offer subscribers an information and entertainment medium including movies, on-line shopping, news, sports and classifieds through the use of a television set. The system can also provide for the management of subscriber accounts, billing systems and library content. Sales of the video on demand solution to date have been solely for the customers to evaluate the viability of the video on demand market and the proposed architecture prior to making a long-term investment in the unproven technology. Revenue has also resulted from sales of the completed interactive television solution and customer consultations. The company contracts with customers located throughout North America, performs ongoing credit evaluations of its customers' financial condition and generally requires no collateral from its customers. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: - ---------------------------------------------------------- The summary of significant accounting policies of Vivid Technology, Inc. is presented to assist in understanding the company's financial statements. The financial statements and notes are representations of the company's management, who is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements. USE OF ESTIMATES: ------------------ Management of the company has made a number of estimates and assumptions relating to the reporting of assets and liabilities at the balance sheet dates and the reporting of revenues and expenses during the reporting periods, to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates. REVENUE AND COST RECOGNITION: ------------------------------- Computer systems sales are recorded when the earnings process is complete, typically upon shipment to customers. CASH AND CASH EQUIVALENTS: ----------------------------- Short term investments with original maturities of ninety days or less at the date of purchase are considered cash equivalents. INVENTORY: --------- Inventory is stated at the lower of cost or market. Cost is determined on the first-in, first-out basis. - 6 - NOTES TO FINANCIAL STATEMENTS - CONTINUED: - ---------------------------------------------- PROPERTY AND EQUIPMENT: ------------------------ Property and equipment are recorded at cost. Significant additions and betterments are capitalized while maintenance and repairs are expensed as incurred. The cost of property and equipment is depreciated over the estimated useful lives of the related assets using the straight line method. Gains and losses resulting from the disposition of property and equipment are included in other income and (expenses). RESEARCH AND DEVELOPMENT: -------------------------- Research and development expenditures are expensed as incurred. INCOME TAX STATUS: ------------------- The company elected to be an S corporation for both federal and state corporate tax purposes effective September 26, 1996, its date of incorporation. In lieu of corporation income taxes, the company's income flowed directly to its then sole stockholder and was taxed at the individual level. Accordingly, no provision or liability for corporate income taxes was included in the financial statements during the time of its S corporation status. The company revoked its S elections effective July 31, 1998, thereby becoming subject to federal and state income taxes at the corporate level. Temporary differences between financial and income tax reporting are minor; accordingly, no deferred tax accounts have been recorded. FAIR VALUE OF FINANCIAL INSTRUMENTS: ---------------------------------------- The carrying amounts of cash and cash equivalents, accounts receivable, prepaid expenses, and other assets, accounts payable, accrued expenses and short term debt approximate fair value because of the short maturity of these instruments. NOTE 3 - PROPERTY AND EQUIPMENT: - ------------------------------------ The following is a summary of property and equipment at December 31, 1998 and 1997:
1998 1997 ------------ ------------ Lab Equipment . . . . . . . . $ 140,678 $ 47,682 Office Equipment. . . . . . . 24,855 5,609 Office Furniture. . . . . . . 13,973 5,604 ------------ ------------ 179,506 58,895 Less Accumulated Depreciation ( 29,575) ( 6,510) ------------ ------------ $ 149,931 $ 52,385 ============ ============
Total depreciation expense was $23,065 in 1998 and $6,096 in 1997. - 7 - NOTES TO FINANCIAL STATEMENTS - CONTINUED: - ---------------------------------------------- NOTE 4 - AMOUNTS DUE TO STOCKHOLDER: - ------------------------------------------ At December 31, 1998, the company owed its sole common stockholder $71,564, which was due on demand, non-interest-bearing, and unsecured. At the time of the merger described in Note 12, the remaining balance was forgiven. NOTE 5 - STOCKHOLDERS' EQUITY: - ---------------------------------- The company was originally capitalized during 1996 with authorized common stock of 1,000,000 shares at a par value of $.01 per share. As of December 31, 1996, the sole stockholder held 100,000 shares, acquired at par value. During 1997, an additional 100,000 shares were issued at par value. During 1998 the company effected a three-for-one stock dividend and amended its original capitalization to enable the issuance of two classes of stock, common and convertible preferred. The amount of authorized shares of common stock was increased from 1,000,000 to 5,000,000, while the par value was reduced from $.01 per share to $.001. All common share and per common share amounts have been adjusted for all periods to reflect the re-capitalization. Total authorized shares of the new class of convertible preferred stock, entitled "Series A Preferred Stock", was 199,387 shares, a par value of $.001 per share, and a provision which called for an annual dividend of $.61 per share. Shares of the preferred stock were convertible at any time into an equal number of common shares. During 1998, the company issued 199,387 shares of preferred stock at $6.52 per share. The stock was convertible at the option of the holder into common shares on a one-to-one basis, which was done in connection with the merger described in Note 12. NOTE 6 - OFFICER'S SALARY AND DIVIDENDS: - --------------------------------------------- During 1997 the president and then sole stockholder of the company agreed to defer his salary because of cash flow considerations. The amount of salary being deferred was not specified, and there was no accrual for the expense established at December 31, 1997. During June 1998 the value of the forgone 1997 salary was set at $90,000, which was paid to the stockholder as a dividend. Accordingly, 1997 results do not include any expense for officer's salary. NOTE 7 - OPERATING LEASE COMMITMENTS: - ----------------------------------------- The company leases its facility under a 37 month operating lease which expires November 30, 2001. The lease provides for monthly lease payments of $6,917 with annual increases thereto. This payment includes common area maintenance and taxes. The lease also allows for options to extend the term for an additional 24 months and to renew for an additional three years beyond that with annual increases in the monthly lease payment. - 8 - NOTES TO FINANCIAL STATEMENT - CONTINUED: - ---------------------------------------------- The minimum annual rentals required under this non-cancelable lease as of December 31, 1998 are as follows: Year Ending December 31, - ------------ 1999 $ 83,199 2000 85,544 2001 80,432 -------- $249,175 ======== Rent expense was $23,331 for 1998 and $22,750 for 1997. NOTE 8 - RETIREMENT PLAN: - ---------------------------- The company adopted a Salary Reduction Simplified Employee Pension Plan effective December 15, 1996. The plan covers all employees who have completed 1 month of service during the immediately preceding 5 plan years. Employees may defer a maximum of 15% of their wages up to the indexed limit. The company matches deferrals up to 5%. Total retirement plan expense was $7,673 for 1998 and $0 for 1997 NOTE 9 - MAJOR CUSTOMERS: - ---------------------------- Net sales include sales to the following major customers, each of which accounted for 10% or more of the total net sales of the company for the year.
December 31, 1998 December 31, 1997 ---------------------------------- ----------------------------- Amount Accounts Amount Accounts Customer Of Sales % Receivable Of Sales % Receivable - -------- --------- --------- ------------ --------- ----- ----------- A. . . . $ 333,000 40.8 $ -- $ -- -- $ -- B. . . . 273,880 33.5 -- -- -- -- C. . . . -- -- -- 202,895 29.9 46,200 D. . . . -- -- -- 159,437 23.5 48,886 E. . . . -- . -- . -- . 80,644 11.9 -- . --------- --------- ------------ --------- ----- ----------- $ 606,880 74.3 $ -- . $ 442,976 65.3 $ 95,086 ========= ========= ============ ========= ===== ===========
NOTE 10 - INCOME TAXES: - -------------------------- The Company has a net operating loss carryforward of $229,415 available under provisions of the Internal Revenue Code to be applied against future federal taxable income. This carryforward expires December 31, 2018. The income tax benefit of this carryforward of approximately $100,000 has been fully reserved since it is not probable that the benefit will be realized in the foreseeable future. The Company also has a net operating loss carryforward of $229,415 available to be applied against future Pennsylvania taxable income. This carryforward expires December 31, 2008. - 9 - NOTES TO FINANCIAL STATEMENT - CONTINUED: - --------------------------------------------- NOTE 11 - STOCK BASED COMPENSATION PLANS: - ----------------------------------------------- The company has an equity compensation plan under which it can issue incentive stock options, nonqualified stock options, and restricted stock to designated employees, non-employee members of its board of directors, and key advisors. Through December 31, 1998, only nonqualified stock options had been issued under the plan. The options are granted at prices determined by the company's board of directors and are to be not less than the market value of the stock on the date of grant. The options vest over a four year period. The options did not result in compensation cost to the company. A summary of the status of the options follows:
Shares . ----------------------------------------- Year Ended December 31, ----------------------- 1998 1997 ------- --------- Outstanding, beginning 93,000 -- Granted. . . . . . . . 20,500 93,000 Exercised. . . . . . . -- -- Expired. . . . . . . . -- -- Forfeited. . . . . . . -- . -- . ------- --------- Outstanding, ending. . 113,500 93,000 ======= =========
All of the options issued through December 31, 1998 had an exercise price of $1 per share. As of December 31, 1998 and 1997, vested shares totaled 36,250 and 0, respectively; exercisable options totaled 35,730 and 0, respectively. NOTE 12 - SUBSEQUENT EVENTS: - -------------------------------- CONVERTIBLE DEBT: ------------------ On September 8, 1999, the company borrowed $500,000 and issued a convertible promissory note which gave the holder the right to convert the note into shares of the company's preferred stock. The note was originally due September 1, 2000, along with accrued interest of 10%. The number of shares into which the note could be converted was based on a percentage of the original proceeds plus a percentage based on length of time the debt was outstanding. The conversion feature was exercisable upon various events, one of which was the merger of the company. Pursuant to the merger described below, the debt was converted, resulting in the holder receiving 34,610 shares of the company's preferred stock, which was in turn converted into an equal number of common shares. - 10 - NOTES TO FINANCIAL STATEMENTS - CONCLUDED: - ---------------------------------------------- MERGER: ------- The company entered into an agreement and plan of merger with Concurrent Computer Corporation ("Concurrent") as of October 28, 1999. The combination was structured to constitute a tax-free reorganization under applicable provisions of the Internal Revenue Code. Immediately prior to the merger on October 28, 1999, the holder of the convertible debt converted the note into 34,610 shares of preferred stock. All of the then outstanding 233,997 shares of preferred stock were exchanged for an equal number of shares of common stock. The shareholder then converted 100% of their share of Vivid into 2,233,689 shares of Concurrent Computer Corporation common stock. The company's outstanding and unexercised stock options were immediately vested and exchanged for options to purchase 376,301 shares of Concurrent common stock. - 11 - (b) Pro Forma Financial Information Item 7(b). Pro Forma Financial Statements The following unaudited pro forma condensed consolidated financial statements of Concurrent Computer Corporation (CCC) and Vivid Technology, Inc. (Vivid) are dervied from, and should be read in conjunction with the audited financial statements of Vivid filed herein and the audited financial statements of CCC as previously filed on Form 10-K and unaudited interim financial statements of CCC as previously filed on Form 10-Q with the Securities and Exchange Commission. The pro forma condensed consolidated financial statements do not purport to be indicative of the results of operations or financial position which would have actually been reported had the acquisition been consummated on the dates indicated, or which may be reported in the future. The valuation of the assets acquired from Vivid Technology, Inc. is preliminary and subject to adjustment resulting from additional subsequent evidence, if any, and finalization of the independent appraisal report. The pro forma balance sheet reflects preliminary adjustments as if the acquisition had been consummated on that date, September 30, 1999. The pro forma statements of operations reflects preliminary adjustments as if the acquisition had been consummated at the beginning of the period presented. BALANCE SHEET (a) To reflect the acquisition by merger of all the outstanding stock of Vivid and the preliminary allocation of the purchase price on the basis of the estimated fair values of the net assets acquired assuming a September 30, 1999 purchase date. The components of the purchase price and its preliminary allocation to the assets and liabilities are as follows:
Stock (2,233,689 shares) . . . . . . . . . . . . . . . . . . $16,753,000 Shares reserved for issuance upon exercise of stock options (378,983 shares). . . . . . . . . . . . . . . . . . . . . 2,792,000 Other costs of acquisition . . . . . . . . . . . . . . . . . 250,000 ------------ Total purchase price. . . . . . . . . . . . . . . . . . . $19,795,000 ============ Preliminary allocation of purchase price Purchased in-process computer software technology. . . . . 14,000,000 Fully developed computer software technology . . . . . . . 1,900,000 Current assets . . . . . . . . . . . . . . . . . . . . . . 373,000 Furniture and fixtures . . . . . . . . . . . . . . . . . . 239,000 Other assets . . . . . . . . . . . . . . . . . . . . . . . 400,000 Current liabilities. . . . . . . . . . . . . . . . . . . . (128,000) Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . 3,011,000 ------------ Total purchase price. . . . . . . . . . . . . . . . . . $19,795,000 ============
The actual purchase price paid at closing October 28, 1999 was $20.0 million resulting in goodwill of $3,155,000. STATEMENTS OF OPERATIONS: (b) To expense the cost of purchased in-process computer software technology in accordance with generally accepted accounting principles. (c) To record the amortization of capitalized developed computer software technology, goodwill and other minor intangible assets. No income tax benefit was recognized on the write-off of the purchased in-process computer software technology because the merger was structured as tax free to the selling shareholders and the write-off of this asset and the amortization of the other intangible assets will not be deductible for federal income tax purposes.
Concurrent Computer Corporation Pro Forma Consolidated Statement of Operations For the Year Ended June 30, 1999 Historical --------------------------------- Concurrent Concurrent Computer Computer Vivid Pro Forma Corporaton Corporation Technology, Inc. Adjustments Pro Forma ------------- ------------------ ----------- ------------- Revenues: Computer systems . . . . . . . . . . . $ 31,597,000 $ 639,933 $ 32,236,933 Service and other. . . . . . . . . . . 38,366,000 - 38,366,000 ------------- ------------------ ------------- Total . . . . . . . . . . . . . . . . . . 69,963,000 639,933 70,602,933 Cost of sales: Computer systems . . . . . . . . . . . 15,001,000 309,277 15,310,277 Service and other. . . . . . . . . . . 19,625,000 - 19,625,000 ------------- ------------------ ------------- Total . . . . . . . . . . . . . . . . . . 34,626,000 309,277 34,935,277 ------------- ------------------ ------------- Gross margin. . . . . . . . . . . . . . . 35,337,000 330,656 35,667,656 Operating expenses: Selling, general and administrative. . 26,157,000 658,729 26,815,729 Research and development . . . . . . . 10,046,000 893,479 10,939,479 Purchased in-process computer - software technology . . . . . . . . - - ( b ) 14,000,000 14,000,000 Amortization . . . . . . . . . . . . . - - ( c ) 624,000 624,000 Loss on facility held for sale . . . . 423,000 - 423,000 ------------- ------------------ ------------- Total operating expenses. . . . . . . . . 36,626,000 1,552,208 52,802,208 ------------- ------------------ ------------- Operating income (loss) . . . . . . . . . (1,289,000) (1,221,552) (17,134,552) Interest and other income (expense), net. (13,000) 13,394 394 ------------- ------------------ ------------- Income (loss) before income taxes . . . . (1,302,000) (1,208,158) (17,134,158) Income taxes. . . . . . . . . . . . . . . 363,000 - 363,000 ------------- ------------------ ------------- Net income (loss) . . . . . . . . . . . . $ (1,665,000) $ (1,208,158) $(17,497,158) ============= ================== ============= Income (loss) Per Share (1): Basic and diluted. . . . . . . . . . . $ (0.03) $ (0.35) ============= ============= Weighted average number of common shares used in calculating income (loss) per share of common stock (1): Basic and diluted. . . . . . . . . . . 47,967,000 50,201,000 ============= ============= (1) Pro forma diluted earnings (loss) per share excludes the effect of outstanding stock options because the effect is antidilutive.
Concurrent Computer Corporation Pro Forma Consolidated Statement of Operations For the Quarter Ended September 30, 1999 Historical --------------------------------- Concurrent Concurrent Computer Computer Vivid Pro Forma Corporaton Corporation Technology, Inc. Adjustments Pro Forma ------------- ------------------ ----------- ------------- Revenues: Computer systems . . . . . . . . . . . $ 7,604,000 $ 253,615 $ 7,857,615 Service and other. . . . . . . . . . . 8,080,000 - 8,080,000 ------------- ------------------ ------------- Total . . . . . . . . . . . . . . . . . . 15,684,000 253,615 15,937,615 Cost of sales: Computer systems . . . . . . . . . . . 3,790,000 119,539 3,909,539 Service and other. . . . . . . . . . . 4,254,000 - 4,254,000 ------------- ------------------ ------------- Total . . . . . . . . . . . . . . . . . . 8,044,000 119,539 8,163,539 ------------- ------------------ ------------- Gross margin. . . . . . . . . . . . . . . 7,640,000 134,076 7,774,076 Operating expenses: Selling, general and administrative. . 6,156,000 153,453 6,309,453 Research and development . . . . . . . 2,222,000 304,539 2,526,539 Purchased in-process computer - software technology . . . . . . . . - - ( b ) 14,000,000 14,000,000 Amortization . . . . . . . . . . . . . - - ( c ) 156,000 156,000 Relocation and restructuring . . . . . 2,367,000 - 2,367,000 ------------- ------------------ ------------- Total operating expenses. . . . . . . . . 10,745,000 457,992 25,358,992 ------------- ------------------ ------------- Operating income (loss) . . . . . . . . . (3,105,000) (323,916) (17,584,916) Interest and other income (expense), net. 704,000 23 704,023 ------------- ------------------ ------------- Income (loss) before income taxes . . . . (2,401,000) (323,893) (16,880,893) Income taxes. . . . . . . . . . . . . . . 150,000 - 150,000 ------------- ------------------ ------------- Net income (loss) . . . . . . . . . . . . $ (2,551,000) $ (323,893) $(17,030,893) ============= ================== ============= Income (loss) Per Share (1): Basic and diluted. . . . . . . . . . . $ (0.05) $ (0.33) ============= ============= Weighted average number of common shares used in calculating income (loss) per share of common stock (1): Basic and diluted. . . . . . . . . . . 48,965,000 51,199,000 ============= ============= (1) Pro forma diluted earnings (loss) per share excludes the effect of outstanding stock options because the effect is antidilutive.
Concurrent Computer Corporation Pro Forma Consolidated Statement of Operations September 30, 1999 Historical --------------------------------- Concurrent Concurrent Computer Computer Vivid Pro Forma Corporaton Corporation Technology, Inc. Adjustments Pro Forma ------------- ------------------ ------------ ------------- ASSETS Cash and cash equivalents . . . . . . . . . . . $ 4,812,000 $ 357,488 $ 5,169,488 Trade accounts receivable, net. . . . . . . . . 16,786,000 9,030 16,795,030 Inventory . . . . . . . . . . . . . . . . . . . 5,015,000 5,580 5,020,580 Prepaid expenses and other current assets . . . 1,354,000 1,144 1,355,144 ------------- ------------------ ------------- Total current assets . . . . . . . . . . . . 27,967,000 373,242 28,340,242 Property, plant and equipment, net. . . . . . . 11,269,000 238,717 11,507,717 Purchased developed computer software . . . . . - - ( a ) 1,900,000 1,900,000 Cost of in-process computer software technology - - ( a ) 14,000,000 - ( a ) (14,000,000) Goodwill. . . . . . . . . . . . . . . . . . . . - - ( a ) 3,011,000 3,011,000 Other long-term assets. . . . . . . . . . . . . 1,084,000 - ( a ) 400,000 1,484,000 ------------- ------------------ ------------- Total Assets. . . . . . . . . . . . . . . . . . . $ 40,320,000 $ 611,959 $ 46,242,959 ============= ================== ============= LIABILITIES Note payable. . . . . . . . . . . . . . . . . . - 500,000 ( a ) (500,000) - Amount due to shareholder . . . . . . . . . . . - 26,490 ( a ) (26,490) - Accounts payable and accrued expenses . . . . . 10,353,000 84,957 ( a ) 250,000 10,687,957 Deferred revenue. . . . . . . . . . . . . . . . 2,788,000 - 2,788,000 Other current liabilities . . . . . . . . . . . - 43,155 43,155 ------------- ------------------ ------------- Total current liabilities. . . . . . . . . . 13,141,000 654,602 13,519,112 Long-term liabilities . . . . . . . . . . . . . 1,885,000 - 1,885,000 STOCKHOLDERS' EQUITY Common stock. . . . . . . . . . . . . . . . . . 492,000 600 ( a ) (600) 514,337 ( a ) 22,337 Preferred stock . . . . . . . . . . . . . . . . - 199 ( a ) (199) - Additional Paid-in Capital. . . . . . . . . . . 100,331,000 1,301,204 ( a ) (1,301,204) 119,853,510 ( a ) 19,522,510 Treasury stock. . . . . . . . . . . . . . . . . (58,000) (58,000) Retained earnings . . . . . . . . . . . . . . . (75,407,000) (1,344,646) ( a ) 1,344,646 (89,407,000) ( a ) (14,000,000) Accumulated translation adjustment. . . . . . . (64,000) - (64,000) ------------- ------------------ ------------- Total stockholders' equity . . . . . . . . . 25,294,000 (42,643) 30,838,847 ------------- ------------------ ------------- Total liabilities and stockholders' equity. . . . $ 40,320,000 $ 611,959 $ 46,242,959 ============= ================== =============
(c) Exhibits: See Exhibit Index. Exhibit No. - ------------ 23.1 Independent Auditors Consent 99.1 Press release dated October 28, 1999 99.2 Press release dated November 1, 1999 Signatures ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: January 11, 2000 Concurrent Computer Corporation By: /s/ Steven R. Norton ----------------------- Steven R. Norton Executive Vice President and Chief Financial Officer EXHIBIT INDEX ------------- 23.1 Independent Auditors Consent 99.1 Press release dated October 28, 1999 99.2 Press release dated November 1, 1999 EX-23.1 2 Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the inclusion in the Current Report on Form 8-K under the Securities Exchange Act of 1934 of Concurrent Computer Corporation dated January 10, 2000 of our reports dated November 26, 1999 insofar as such reports relate to the financial statements of Vivid Technology, Inc. for the years ended December 31, 1998 and 1997. /S/ Bergey, Yoder, Sweeney, Witter & Roland, P.C. Telford, PA January 7, 2000 EX-99.1 3 EXHIBIT 99.1 For More Information Contact: - -------------------------------- Concurrent Computer Corporation Concurrent Computer Corporation Andrea Ariza (Media) Beth Alonzo (Analysts/Investors) (678) 258-4070 or andrea.ariza@mail.ccur.com (954) 973-5100 FOR IMMEDIATE RELEASE CONCURRENT COMPUTER CORPORATION ACQUIRES VIDEO SERVER COMPETITOR, VIVID TECHNOLOGY - - INTEGRATION OF CONCURRENT AND VIVID'S TECHNOLOGY GIVES CONCURRENT BROADEST PRODUCT SUITE IN EMERGING VOD MARKETPLACE - - ACQUISITION EXPECTED TO BE ACCRETIVE IN FIRST FULL YEAR OF COMBINED OPERATION Atlanta, Georgia, October 28, 1999 -- Concurrent Computer Corporation (NASDAQ:CCUR) announced today the acquisition of rival Video-On-Demand (VOD) provider, Vivid Technology. Concurrent is one of the leading providers of digital video server hardware and software for VOD applications. Vivid Technology, based outside of Philadelphia, provides complete end-to-end VOD and interactive television solutions. The two companies believe that Concurrent's acquisition of Vivid strategically positions Concurrent as the leading video server provider by allowing it to offer customers the broadest VOD product offering including compatibility with both the Scientific-Atlanta and the General Instrument digital platforms. No competitor can currently boast active site installations of both Scientific-Atlanta and General Instrument platforms. In the merger, each share of outstanding Vivid capital stock was exchanged for 2.67831 shares of Concurrent common stock. In aggregate, Concurrent issued a total of 2,233,700 shares to the current stockholders of Vivid and has reserved 376,300 shares for issuance upon the exercise of assumed Vivid stock options. VOD enables cable operators to offer subscribers an information and Entertainment medium that provides individual freedom, control, choice, flexibility, convenience, and simplicity through the use of a television set. The most exciting benefit of VOD technology is that it brings movies - more- Concurrent/Vivid October 28, 1999 Page 2 on-demand into the subscribers' homes with full VCR-type control, such as pause, rewind, fastforward, etc. For subscribers, VOD will equate to having the video rental store right in their home -- minus the late fees, selection limitations, and poor video quality. Many have already labeled VOD as the "killer app." Today cable companies have deployed 4 million digital set-top boxes in subscriber homes, with the majority of these boxes provided by General Instrument and Scientific-Atlanta. As the digital revolution continues, by the year 2004 the number of digital set-top boxes deployed is expected to increase seven-fold. Both Concurrent and Vivid are recognized technical leaders in VOD technology providing VOD and interactive applications to the cable industry. Each company has developed unique advantages that will now be available to their combined customers, providing the combined operations with greater depth to meet a broader range of application needs. The Vivid and Concurrent video servers use industrial PC server hardware. Both solutions offer a fully integrated system including Video Streaming, Interactive Application Support VOD Set-top Management, and Purchase Tracking with billing system interface. Vivid's VOD System has been integrated with General Instrument's DCT1000 and DCT2000 set-top boxes. Concurrent's VOD system has been integrated with Scientific-Atlanta's Explorer 2000 set-top box and head-end equipment. Concurrent is also working with content providers such as TVN, Viewer's Choice, and Intertainer. Concurrent's BackOffice Software Suite, co-developed with PRASARA Technologies, has been optimized to meet the operational and management requirements of cable operators. Concurrent is also working with several conditional access providers, such as Nagravision and NDS, in addition to the aforementioned set-top box manufacturers. The combined technologies of Concurrent and Vivid coupled with their existing partners provide Concurrent with the broadest product offering in the marketplace. Fred Allegrezza, Founder and President of Vivid Technology, stated, "As a result of all the consolidation in the cable industry, it makes sense for us to merge our GI digital video server solution with the company that offers the best SA digital video server solution. Concurrent's technology provides the most viable, robust SA-compatible solution; and thus we feel that Concurrent is the right company to leverage the Vivid technology." -more- Concurrent/Vivid October 28, 1999 Page 3 Robert Clasen, former President of Comcast Cable and Chairman of the Board of Vivid Technology added, "Based on my experience in the CATV industry and my early involvement with Vivid, I am a firm believer that VOD is the most exciting application yet for digital customers. Combining the Vivid and Concurrent technologies gives Concurrent a tremendous advantage over other VOD vendors. With this deal, we expect to win the Time-to-Market race." E. Courtney Siegel, Chairman, President and Chief Executive Officer of Concurrent Computer Corporation commented, "With Vivid's lead in the GI marketplace, this acquisition made perfect sense. For Concurrent, this deal will broaden our product suite and customer base and be accretive almost immediately." Vivid Technology (http://www.vividtech.com) will be integrated into the Xstreme ------------------------ Division of Concurrent Computer Corporation, headed by Steve Nussrallah, President of Concurrent's Xstreme Division. Fred Allegrezza, President of Vivid Technology, will continue on with Concurrent reporting directly to Nussrallah. The Vivid facilities in Chalfont, Pennsylvania will become a new Concurrent office. Steve Nussrallah, President Xstreme Division, added, "I am pleased to welcome Vivid to the Concurrent team. This deal will enable Concurrent to offer a VOD solution to every cable operator - no matter what its platform requirements are." He added, "Vivid brings other assets to the deal such as its integrated QAM technology, its network management, its Pennsylvania facility, and the talent that resides there." The Principals of Vivid have over twenty years experience in communications technologies, including interactive digital cable networks. Their extensive backgrounds include Product Management, System Design, Software and Hardware Design, Product Development, System Integration, and System Deployment. ABOUT CONCURRENT Concurrent Computer Corporation (http://www.ccur.com), headquartered in Atlanta, ------------------- Georgia, is a leading provider of high-performance computer systems, software, and servers. Concurrent Computer Corporation's Xstreme Division is a leading supplier in the emerging digital video -more- Concurrent/Vivid October 28, 1999 Page 4 server marketplace. This market includes the broadband/cable, corporate training, education, hospitality, and in-flight entertainment industries. Operating in 32 countries worldwide, Concurrent provides sales and support from offices throughout North America, South America, Europe, Asia, and Australia. Certain matters discussed in this news release may be "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Concurrent Computer Corporation cautions investors that any forward-looking statements made herein are not guarantees of future performance and that a variety of factors could cause its actual results and experience to differ materially from the anticipated results or other expectations expressed in such forward-looking statements. The risks and uncertainties that could affect Concurrent Computer Corporation's performance or results include, without limitation, changes in product demand; economic conditions; various inventory risks due to changes in market conditions; uncertainties relating to the development and ownership of intellectual property; uncertainties relating to the ability of Concurrent Computer Corporation and other companies to enforce their intellectual property rights; the pricing and availability of equipment, materials, and inventories; technological developments; delays in testing of new products; rapid technology changes; the highly competitive environment in which Concurrent Computer Corporation operates; the entry of new well-capitalized competitors into Concurrent Computer Corporation's markets; and other risks and uncertainties. # # # Note to Editors: For additional company or product information from Concurrent Computer Corporation, please contact Concurrent Computer Corporation, 4375 RiverGreen Parkway, Duluth, Georgia 30096. Call toll free in the U.S. and Canada at (877) 978-7363 or (678) 258-4000, or fax (678) 258-4300. Readers can also access information through the company's web site at http://www.ccur.com. ------------------- Concurrent Computer Corporation is a registered trademark and MediaHawk is a trademark of Concurrent Computer Corporation. All other products are trademarks or registered trademarks of their respective owners. EX-99.2 4 EXHIBIT 99.2 For More Information Contact: - -------------------------------- Concurrent Computer Corporation Concurrent Computer Corporation Andrea Ariza (Media) Beth Alonzo (Analysts/Investors) (678) 258-4070 or andrea.ariza@mail.ccur.com (954) 973-5100 FOR IMMEDIATE RELEASE STEVEN R. NORTON NAMED CHIEF FINANCIAL OFFICER OF CONCURRENT COMPUTER CORPORATION Atlanta, Georgia, November 1, 1999 -- Concurrent Computer Corporation (NASDAQ:CCUR) announced today that Steven R. Norton has joined the company as Executive Vice President and Chief Financial Officer. Prior to joining Concurrent Computer Corporation, Mr. Norton served for over 3 years as the Vice President of Finance and Administration for LHS Group Inc. and the Chief Financial Officer for LHS Communications Systems, Inc. In this role, one of his many responsibilities, together with the Chief Financial Officer of LHS Group Inc., was the initial public offering of common stock of LHS Group Inc. which was completed in May 1997 and subsequent regulatory filings required by the Securities and Exchange Commission. Prior to his employment at LHS, Mr. Norton was an Audit Senior Manager for Ernst & Young LLP for 8 years in Grand Rapids, Michigan and Frankfurt, Germany and at KPMG Peat Marwick in Atlanta, Georgia for 5 years. E. Courtney Siegel, Chairman of the Board, President and Chief Executive Officer of Concurrent Computer Corporation said, "We are delighted to have Steve on board. His international, operational, and financial experience with a publicly held company in a high-tech growth industry similar to ours are qualities that we believe will provide significant benefit to Concurrent." Concurrent Computer Corporation (HTTP://WWW.CCUR.COM), headquartered in Atlanta, ------------------- Georgia, is a leading provider of high-performance computer systems, software, and servers. Concurrent -more- Concurrent/CFO November 1, 1999 Page 2 Computer Corporation's Xstreme Division is a leading supplier in the emerging digital video server marketplace. This market includes the broadband/cable, corporate training, education, hospitality, and in-flight entertainment industries. Concurrent is also a leading provider of high-performance, real-time computer systems, solutions, and software for commercial and government markets. The company's 30-year old real-time business focuses on strategic market areas that include: hardware-in-the-loop and man-in-the-loop simulation; data acquisition; industrial systems; and software and embedded applications. Operating in 32 countries worldwide, Concurrent provides sales and support from offices throughout North America, South America, Europe, Asia, and Australia. # # # Note to Editors: For additional company or product information from Concurrent Computer Corporation, please contact Concurrent Computer Corporation, 4375 River Green Parkway, Duluth, Georgia 30096. Call toll free in the U.S. and Canada at (877) 978-7363 or (678) 258-4000, or fax (678) 258-4300. Readers can also access information through the company's web site at http://www.ccur.com. ------------------- Concurrent Computer Corporation is a registered trademark of Concurrent Computer Corporation. All other products are trademarks or registered trademarks of their respective owners. -----END PRIVACY-ENHANCED MESSAGE-----