-----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, Ph/RumgBMxniIUkRmMHcgt4v46moKH5fCX3TjkwbQ/7v/FvMBxYs3QvH7EaeptJe dlK8b+ZCFJh5cm4ympmJag== 0001015402-98-000036.txt : 19980226 0001015402-98-000036.hdr.sgml : 19980226 ACCESSION NUMBER: 0001015402-98-000036 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 REFERENCES 429: 033-46385 REFERENCES 429: 033-54605 REFERENCES 429: 033-54698 REFERENCES 429: 033-56395 FILED AS OF DATE: 19980225 EFFECTIVENESS DATE: 19980225 SROS: NASD 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: S-8 SEC ACT: SEC FILE NUMBER: 333-46857 FILM NUMBER: 98549051 BUSINESS ADDRESS: STREET 1: 2101 WEST CYPRESS CREEK ROAD CITY: FT LAUDERDALE STATE: FL ZIP: 33309 BUSINESS PHONE: 9549741700 MAIL ADDRESS: STREET 1: CONCURRENT COMPUTER CORP STREET 2: 2101 WEST CYPRESS CREEK RD CITY: FT LAUDERDALE STATE: FL ZIP: 33309 FORMER COMPANY: FORMER CONFORMED NAME: MASSACHUSETTS COMPUTER CORP DATE OF NAME CHANGE: 19881018 S-8 1 As filed with the Securities and Exchange Commission on February 25, 1998 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES EXCHANGE ACT OF 1933 CONCURRENT COMPUTER CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 04-2735766 (State of Incorporation) (I.R.S. Employer Identification Number) 2101 WEST CYPRESS CREEK ROAD FORT LAUDERDALE, FLORIDA 33309 (Address of principal executive offices) CONCURRENT COMPUTER CORPORATION 1991 RESTATED STOCK OPTION PLAN ------------------------------- (Full title of the plan) Karen G. Fink, Esq. Vice President, General Counsel and Secretary Concurrent Computer Corporation 2101 West Cypress Creek Road Fort Lauderdale, Florida 33309 (954) 974-1700 ------------------------------- (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
================================================================================================= Proposed Maximum Proposed Maximum Amount of Title of Securities Amount to be Offering Price Aggregate Offering Registration To be Registered Registered (1) Per Share (2) Price (2) Fee ================================================================================================= Common Stock, Par value 0.01 per share 5,535,275 $ 2.03 $ 11,236,608 $ 3,315 Series A Participating Cumulative Preferred Rights (3) 5,535,275 N/A N/A N/A ================================================================================================= (1) Pursuant to Rule 429, the prospectus relating hereto also relates to shares previously registered under Form S-8 Registration Statements Nos. 33-46385, 33- 54698, 33-54605 and 33-56395. (2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of 1933, as amended, on the basis of the average of the high and low sale prices for a share of Common Stock on the NASDAQ National Market System as of February 23, 1998. (3) The Series A Participating Cumulative Preferred Rights are attached to and trade with all the shares of Common Stock outstanding as of, and issued subsequent to, August 14, 1992, pursuant to the terms of the Rights Agreement, dated as of July 31, 1992. Until the occurrence of certain prescribed events, the Series A Participating Cumulative Preferred Rights are not exercisable, are evidenced by the certificates for the Common Stock and will be transferred only with such stock. The value attributable to such Series A Participating Cumulative Preferred Rights, if any, is reflected in the market price of Common Stock. =================================================================================================
This registration statement relates to the registration of additional securities of the same class as other securities for which registration statements filed on this form relating to the 1991 Restated Stock Option Plan are effective (Nos. 33-46385, 33-54698, 33-54605 and 33-56395). The contents of registration statement No. 33-54698 are hereby incorporated by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the City of Fort Lauderdale, State of Florida, on the 25th day of February, 1998. CONCURRENT COMPUTER CORPORATION By: /s/ Karen G. Fink ------------------------ Karen G. Fink Vice President, General Counsel and Secretary Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.
SIGNATURE TITLE --------- ----- /s/ E. Courtney Siegel Chairman of the Board, President and Chief Executive Officer - -------------------------- E. Courtney Siegel (Principal Executive Officer) /s/ Daniel S. Dunleavy Executive Vice President, Chief Operating Officer - -------------------------- Daniel S. Dunleavy and Chief Financial Officer (Principal Financial and Accounting Officer) /s/ Michael A. Brunner Director - -------------------------- Michael A. Brunner February 25, 1998 February 25, 1998 /s/ Morton E. Handel Director - -------------------------- Morton E. Handel /s/ C. Shelton James Director - -------------------------- C. Shelton James /s/ Richard P. Rifenburgh Director - -------------------------- Richard P. Rifenburgh
Exhibit Index Sequentially Exhibit No. Description Numbered Page - ----------- ------------------------------------------------- ------------- 5 Opinion of Karen G. Fink as to the legality 6 of the securities being registered 24.1 Consent of KPMG Peat Marwick LLP 7 24.2 Consent of Coopers & Lybrand, L.L.P. 8 24.3 Consent of Karen G. Fink (contained in Exhibit 5) 6
EX-5 2 [CONCURRENT LOGO] [CONCURRENT LETTERHEAD] Exhibit 5 February 24, 1998 CONCURRENT COMPUTER CORPORATION 2101 West Cypress Creek Road Fort Lauderdale, Florida 33309 Ladies and Gentlemen: Reference is made to the Registration Statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission with respect to 5,535,275 shares of Common Stock, par value $0.01 per share (the "Common Stock") and 5,535,275 Series A Participating Cumulative Preferred Rights of Concurrent Computer Corporation (the "Corporation") which may be offered pursuant to the Corporation's 1991 Restated Stock Option Plan (the "Plan"). I am familiar with the Registration Statement and the offering contemplated thereby and in that regard I have examined such documents, instruments and certificates and questions of law as I deem necessary to this opinion. Based upon the foregoing, I am of the opinion that (i) the 5,535,275 shares of Common Stock to be offered pursuant to the Plan after the registration Statement becomes effective will, upon sale thereof in accordance with the Plan, be validly issued and outstanding, fully paid and non-assessable and (ii) the 5,535,275 Series A Participating Cumulative Preferred Rights to be offered pursuant to the Plan after the Registration Statement becomes effective will be validly issued and outstanding and non-assessable. I hereby consent to the filing of the opinion as Exhibit 5 to the Registration Statement. Respectfully submitted, /s/ Karen G. Fink -------------------- Karen G. Fink Vice President, General Counsel and Secretary EX-24.1 3 Exhibit 24.1 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- The Board of Directors Concurrent Computer Corporation: We consent to incorporation by reference in the registration statement on Form S-8 of Concurrent Computer Corporation of our report dated September 5, 1997, relating to the consolidated balance sheet of Concurrent Computer Corporation and subsidiaries as of June 30, 1997, and the related consolidated statements of operations, stockholders' equity, and cash flows for the year then ended, and the related financial statement schedule, which report appears in the June 30, 1997, annual report on Form 10-K of Concurrent Computer Corporation. /s/ KPMG PEAT MARWICK LLP ------------------------------- KPMG PEAT MARWICK LLP Ft. Lauderdale, Florida February 24, 1998 EX-24.2 4 Exhibit 24.2 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 of our report dated August 12, 1996, on our audits of the consolidated financial statements and financial statement schedule of the Company as of June 30, 1996, and for each of the two years in the period ended June 30, 1996, which report is included in the Company's 1997 Annual Report on Form 10-K. /s/ COOPERS & LYBRAND L.L.P. ---------------------------------- COOPERS & LYBRAND L.L.P. Parsippany, New Jersey February 24, 1998 -----END PRIVACY-ENHANCED MESSAGE-----