-----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, OtQ0YRunkTKcJI6WSP7jM6dMxgPRqWZXV7T1X2h7sC+PQtL8ehiNl8be+cNPv0Rg whpGlXDu0MFARwWSDIAICg== 0001015402-05-003148.txt : 20050620 0001015402-05-003148.hdr.sgml : 20050617 20050620151815 ACCESSION NUMBER: 0001015402-05-003148 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050620 DATE AS OF CHANGE: 20050620 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: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-13150 FILM NUMBER: 05905728 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 10-Q/A 1 body.txt CONCURRENT COMPUTER 10-Q A 12-31-2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM 10-Q/A (Amendment No. 1) (Mark One) X Quarterly Report Pursuant to Section 13 or 15(d) of --- the Securities Exchange Act of 1934 For the Quarterly Period Ended December 31, 2004 or Transition Report Pursuant to Section 13 or 15(d) of --- the Securities Exchange Act of 1934 For the Transition Period from ____ to ____ Commission File No. 0-13150 _____________ CONCURRENT COMPUTER CORPORATION (Exact name of registrant as specified in its charter) Delaware 04-2735766 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 4375 River Green Parkway, Suite 100, Duluth, GA 30096 (Address of principal executive offices) (Zip Code) Telephone: (678) 258-4000 (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by a check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes X No --- --- Number of shares of the Registrant's Common Stock, par value $0.01 per share, outstanding as of January 31, 2005 was 63,801,357. EXPLANATORY NOTE This Amendment No. 1 on Form 10-Q/A to the Quarterly Report on Form 10-Q for the period ended December 31, 2004 of Concurrent Computer Corporation (the "Company"), initially filed with the Securities and Exchange Commission (the "SEC") on February 4, 2005, is being filed to report information previously omitted from Part II-Item 5 and to amend Part II-Item 6. On October 25, 2004, the Company granted performance based restricted shares to certain employees and former employees of the Company. A Form 8-K reporting the grants was filed on March 3, 2005. The amendments include information with respect to the grants that was previously disclosed in the Form 8-K. No other modifications to the original Form 10-Q are being made with this amendment; therefore, this amendment only contains Part II, Items 5 and 6 and new certifications of the Chief Executive Officer and Chief Financial Officer of the Company required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended.
TABLE OF CONTENTS PAGE ---- PART II - OTHER INFORMATION --------------------------- ITEM 5. OTHER INFORMATION. 2 ITEM 6. EXHIBITS. 2
1 PART II OTHER INFORMATION ITEM 5. OTHER INFORMATION. On October 25, 2004 the Compensation Committee of the Board of Directors granted performance based restricted shares to T. Gary Trimm, Warren Neuburger, Steven K. Necessary*, Steven R. Norton*, Kirk L. Somers, Gregory S. Wilson, and other employees of the Company pursuant to the Company's 2001 Stock Option Plan. The number of performance based restricted shares granted are as follows: T. Gary Trimm, 63,047 shares; Warren Neuburger, 29,182 shares; Steven K. Necessary, 30,803 shares; Steven R. Norton, 27,020 shares; Kirk L. Somers, 14,771 shares; and Gregory S. Wilson, 5,629 shares. The shares will vest when and if the Company accomplishes yearly revenue and net operating income goals set by the Compensation Committee on the date of the grant. The shares are returned to the Company if the individual is not employed by the Company if and when the performance goals are achieved. If the performance criteria are not met within any one year, they can be made up in the next fiscal year if the sum of the actual results for the two year period exceeds the sum of the performance criteria for that two year period. *Subsequent to the stock grants, Messrs. Necessary and Norton ceased to be employed by the Company. In accordance with the vesting terms of such grants, Messrs. Necessary and Norton forfeited all such grants of restricted shares. ITEM 6. EXHIBITS. 3.1 - Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant's Registration Statement on Form S-2 (No. 33-62440)). 3.2 - Amended and Restated Bylaws of the Registrant (incorporated by reference to the Registrant's Quarterly report on Form 10-Q for the quarter ended March 31, 2003). 3.3 - Certificate of Correction to Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2002). 3.4 - Amended Certificate of Designations of Series A Participating Cumulative Preferred Stock (incorporated by reference to the Form 8-A/A, dated August 9, 2002). 3.5 - Amendment to Amended Certificate of Designations of Series A Participating Cumulative Preferred Stock (incorporated by reference to the Form 8-A/A, dated August 9, 2002). 4.1 - Form of Common Stock Certificate (incorporated by reference to the Registrant's Quarterly report on Form 10-Q for the quarter ended March 31, 2003). 4.2 - Form of Rights Certificate (incorporated by reference to the Registrant's Current Report on Form 8-K/A filed August 12, 2002). 4.3 - Amended and Restated Rights Agreement dated as of August 7, 2002 between the Registrant and American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to the Registrant's Current Report on Form 8-K/A filed on August 12, 2002). 10.1 - Loan and Security Agreement (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on February 4, 2005). 10.2 - Schedule of Officers who have entered into the Form Indemnification Agreement (incorporated by reference to the Registrant's Quarterly report on Form 10-Q for the quarter ended September 30, 2003). 10.3 - Employment Agreement dated as of February 1, 2005 between the Registrant and Greg Wilson (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on February 4, 2005). 10.4 - Protective Agreement dated as of February 1, 2005 between the Registrant and Greg Wilson (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on February 4, 2005). 10.5 - Employment Agreement dated as of February 4, 2005 between the Registrant and John Welch (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on February 4, 2005). 2 10.6 - Protective Agreement dated as of February 4, 2005 between the Registrant and John Welch (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on February 4, 2005). 10.7 - Employment Agreement dated as of February 4, 2005 between the Registrant and Gary Brust (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on February 4, 2005). 10.8 - Protective Agreement dated as of February 4, 2005 between the Registrant and Gary Brust (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on February 4, 2005). 10.9 - Summary of Performance Grants (incorporated by reference to the Registrant's Current Report on Form 8-K filed March 3, 2005). 11.1 - Statement Regarding Computation of Per Share Earnings (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on February 4, 2005). 31.1**- Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2**- Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 - Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on February 4, 2005). 32.2 - Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on February 4, 2005). ** Filed herewith. 3 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: June 20, 2005 CONCURRENT COMPUTER CORPORATION By: /s/ Greg Wilson ----------------------- Greg Wilson Chief Financial Officer (Principal Financial and Accounting Officer) 4 EXHIBIT INDEX ------------- 3.1 - Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant's Registration Statement on Form S-2 (No. 33-62440)). 3.2 - Amended and Restated Bylaws of the Registrant (incorporated by reference to the Registrant's Quarterly report on Form 10-Q for the quarter ended March 31, 2003). 3.3 - Certificate of Correction to Restated Certificate of Incorporation of the Registrant (incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 2002). 3.4 - Amended Certificate of Designations of Series A Participating Cumulative Preferred Stock (incorporated by reference to the Form 8-A/A, dated August 9, 2002). 3.5 - Amendment to Amended Certificate of Designations of Series A Participating Cumulative Preferred Stock (incorporated by reference to the Form 8-A/A, dated August 9, 2002). 4.1 - Form of Common Stock Certificate (incorporated by reference to the Registrant's Quarterly report on Form 10-Q for the quarter ended March 31, 2003). 4.2 - Form of Rights Certificate (incorporated by reference to the Registrant's Current Report on Form 8-K/A filed August 12, 2002). 4.3 - Amended and Restated Rights Agreement dated as of August 7, 2002 between the Registrant and American Stock Transfer & Trust Company, as Rights Agent (incorporated by reference to the Registrant's Current Report on Form 8-K/A filed on August 12, 2002). 10.1 - Loan and Security Agreement (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on February 4, 2005). 10.2 - Schedule of Officers who have entered into the Form Indemnification Agreement (incorporated by reference to the Registrant's Quarterly report on Form 10-Q for the quarter ended September 30, 2003). 10.3 - Employment Agreement dated as of February 1, 2005 between the Registrant and Greg Wilson (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on February 4, 2005). 10.4 - Protective Agreement dated as of February 1, 2005 between the Registrant and Greg Wilson (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on February 4, 2005). 10.5 - Employment Agreement dated as of February 4, 2005 between the Registrant and John Welch (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on February 4, 2005). 10.6 - Protective Agreement dated as of February 4, 2005 between the Registrant and John Welch (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on February 4, 2005). 10.7 - Employment Agreement dated as of February 4, 2005 between the Registrant and Gary Brust (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on February 4, 2005). 10.8 - Protective Agreement dated as of February 4, 2005 between the Registrant and Gary Brust (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on February 4, 2005). 10.9 - Summary of Performance Grants (incorporated by reference to the Registrant's Current Report on Form 8-K filed March 3, 2005). 11.1 - Statement Regarding Computation of Per Share Earnings (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on February 4, 2005). 31.1**- Certification of Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2**- Certification of Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 - Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on February 4, 2005). 32.2 - Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q filed on February 4, 2005). ** Filed herewith. 5 EX-31.1 2 ex31_1.txt EXHIBIT 31.1 EXHIBIT 31.1 CERTIFICATION ------------- I, T. Gary Trimm, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Concurrent Computer Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any changes in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: June 20, 2005 /s/ T. Gary Trimm ------------------------- Name: T. Gary Trimm Title: President and Chief Executive Officer (Principal Executive Officer) EX-31.2 3 ex31_2.txt EXHIBIT 31.2 EXHIBIT 31.2 CERTIFICATION ------------- I, Greg Wilson, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Concurrent Computer Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any changes in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: June 20, 2005 /s/ Greg Wilson ------------------------- Name: Greg Wilson Title: Chief Financial Officer (Principal Financial and Accounting Officer) -----END PRIVACY-ENHANCED MESSAGE-----