-----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, Dy2BsXStEhM2J5D0MsUvfdavWa1nh+q6dU9qW/30xgxR2JY9Rq5S/OCAue98DnnM +ySq8EXCQDzTeUxMg/0TcQ== 0001140361-05-008381.txt : 20051017 0001140361-05-008381.hdr.sgml : 20051017 20051017161247 ACCESSION NUMBER: 0001140361-05-008381 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051011 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051017 DATE AS OF CHANGE: 20051017 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13150 FILM NUMBER: 051141042 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 1 body.txt CONCURRENT COMPUTER 8-K 10-11-2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ____________ FORM 8-K 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 11, 2005 Concurrent Computer Corporation ------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 0-13150 04-2735766 -------- ------- ---------- (State or Other (Commission (IRS Employer Jurisdiction File Number) Identification Number) of Incorporation) 4375 River Green Parkway, Suite 100, Duluth, Georgia 30096 ---------------------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (678) 258-4000 -------------- Not applicable -------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS. On October 11, 2005, Concurrent Computer Corporation ("Concurrent") completed the acquisition of Everstream Holdings, Inc. ("Everstream"). A press release announcing the completion of the Everstream acquisition is included as Exhibit 99.1 and is incorporated herein by reference in its entirety. The Agreement and Plan of Merger, dated August 19, 2005, by and among Concurrent, Stream Acquisition, Inc., Everstream, and certain selling stockholders of Everstream, was filed as Exhibit 10.1 to Concurrent's Current Report on Form 8-K dated August 19, 2005. In addition, the Agreement and Plan of Merger was amended on August 26, 2005 (as amended, the "Merger Agreement"), and such amendment was filed as Exhibit 10.1 to Concurrent's Current Report on Form 8-K dated August 26, 2005. Pursuant to the Merger Agreement, Concurrent issued 8,456,777 shares of Concurrent stock equal to approximately $14.375 million for the Everstream stock it did not already own (Concurrent's existing Everstream stock was valued in the transaction at approximately $0.5 million), determined by dividing $14.375 million by $1.70, the average trading price of Concurrent stock for the 30 calendar days ending on the third calendar day prior to closing. Pursuant to the Merger Agreement and Everstream's certificate of incorporation, the Concurrent stock issued was distributed to Everstream stockholders in accordance with their respective liquidation preferences. In April 2002, Concurrent invested cash of approximately $0.5 million in Everstream in exchange for 480,770 shares of Series C Preferred stock, giving Concurrent approximately a 4.9% ownership interest in the company. Since Concurrent's investment in Everstream, Concurrent has partnered with Everstream for the resale of Everstream's targeted advertising products (including a license to Everstream's patents pertinent thereto) and purchased consulting services in the amount of $36,000 in fiscal 2004 and $910,000 in fiscal 2003. Other than the foregoing and the Merger Agreement, there are no material relationships between Everstream and Concurrent or any of its affiliates. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Business Acquired. The financial statements required by this item will be filed by amendment not later than 71 calendar days after the date that this Form 8-K is filed. (b) Pro Forma Financial Information. The pro forma financial information required by this item will be filed by amendment not later than 71 calendar days after the date that this Form 8-K is filed. (d) Exhibits. Exhibit Number Description 99.1 Press Release of Concurrent, issued on October 12, 2005. 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 hereunto duly authorized. CONCURRENT COMPUTER CORPORATION Date: October 17, 2005 By: /s/ Gregory S. Wilson ------------------------------------- Gregory S. Wilson Chief Financial Officer EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Press Release of Concurrent, issued on October 12, 2005. EX-99.1 2 ex99_1.txt EXHIBIT 99.1 FOR IMMEDIATE RELEASE EXHIBIT 99.1 CONCURRENT COMPLETES ACQUISITION OF EVERSTREAM DULUTH, GA and CLEVELAND, OH - October 12, 2005 - Concurrent (NASDAQ: CCUR), a worldwide leader of real-time and on-demand technology, today announced that it has completed the previously announced acquisition of Everstream Holdings, Inc., a leader in business intelligence software currently focused on the cable industry. Everstream's current products monitor and analyze operations and performance data from millions of digitally enabled subscribers for real-time analytics, historical reporting, and on-demand advertising. Concurrent will operate Everstream as an independent, wholly owned subsidiary and will continue operations in Everstream's facilities outside Cleveland, in Solon, Ohio. This structure will enable Everstream to protect its customers' confidential information regarding competitive performance and independent development of software tools for business analytics. "We are pleased to close this acquisition on schedule and continue our growth as a software company," said Gary Trimm, Concurrent's President and CEO. "The Everstream tools are an essential element of our strategy to offer innovative software on commercial hardware that drives better business performance for our customers. We believe Everstream's products are already an important part of many North American VOD cable systems' metrics and we plan to extend the reach to include international, IPTV and satellite markets. Concurrent is fortunate in this acquisition to add over 30 talented and dedicated employees to our corporate family." As stated in a press release dated August 19 announcing the signing of the definitive agreement, Concurrent expects the transaction to be accretive to earnings in the range of $0.01 to $0.02 per share for the remainder of fiscal 2006 and $0.03 to $0.04 per share for fiscal 2007. Notwithstanding the foregoing, these estimates are subject to adjustment pending the completion of the independent appraisal of the acquired assets and the related purchase accounting adjustments required under Generally Accepted Accounting Principles (GAAP). ABOUT CONCURRENT Concurrent (www.ccur.com) is a global leader in providing digital on-demand systems to the broadband industry and real-time computer systems for industry and government. Concurrent's VOD systems are widely deployed worldwide by major broadband operators and provide a flexible, comprehensive, robust solution which is utilized within the domestic and international broadband cable, DSL, and IP-based markets. The company's powerful and scalable VOD systems are based on open standards and are integrated with the leading broadband technologies. Concurrent is also a leading provider of high performance, real-time computer systems, solutions, and software that focus on hardware-in-the-loop and man-in-the-loop simulation, data acquisition and process control for commercial and government markets. Concurrent has nearly four decades of experience in high performance, on-demand, mission-critical solutions and provides its best of breed solutions through offices in North America, Europe, Asia, and Australia. ABOUT EVERSTREAM Founded in 1999, Everstream has provided enterprise business software and engineering services for the world's largest cable operators, iTV and media companies. Whether through the S4 product line or through contracted services, Everstream's focus is on enabling cross-platform operability between cable operators' on-demand and iTV system technologies, their business back-office, and their media content partners. For more information, visit http://www.everstream.com. # # # For more information, contact: Concurrent: - ----------- Todd Franke - Media Relations Kirk Somers Bob Gold & Associates Concurrent Investor Relations 310-320-2010 678-258-4000 todd@bobgoldpr.com investor.relations@ccur.com Certain statements made or incorporated by reference in this release may constitute "forward-looking statements" within the meaning of the federal securities laws. Statements regarding future events and development and our future performance, as well as our expectations, beliefs, plans, estimates, or projections relating to the future, are forward-looking statements within the meaning of these laws. Examples of forward looking statements in this press release include, without limitation, our expectation with regard to the impact of the Everstream transaction on our earnings, synergistic values, product developments, partnerships arrangements, and anticipated growth in the markets for our on-demand products. All forward-looking statements are subject to certain risks and uncertainties that could cause actual events to differ materially from those projected. Such risks and uncertainties include our ability to integrate the acquisition and realize expected synergies and the impact of purchase accounting requirements. In addition, the risks and uncertainties which could affect our financial condition or results of operations include, without limitation: our ability to keep our customers satisfied; availability of video-on-demand content; delays or cancellations of customer orders; 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 our ability and the ability of other companies to enforce their intellectual property rights; the pricing and availability of equipment, materials and inventories; the concentration of our customers; failure to effectively manage change; delays in testing and introductions of new products; rapid technology changes; system errors or failures; reliance on a limited number of suppliers; uncertainties associated with international business activities, including foreign regulations, trade controls, taxes, and currency fluctuations; the highly competitive environment in which we operate and predatory pricing pressures; failure to effectively service the installed base; the entry of new well-capitalized competitors into our markets; the success of new on-demand and real-time products; the availability of Linux software in light of issues raised by SCO Group; capital spending patterns by a limited customer base; and obligations that could impact revenue recognition. Other important risk factors are discussed in our Form 10-K filed with the Securities and Exchange Commission on Sept. 2, 2005 and may be discussed in subsequent filings with the SEC. The risk factors discussed in such Form 10-K under the heading "Risk Factors" are specifically incorporated by reference in this press release. Our forward-looking statements are based on current expectations and speak only as of the date of such statements. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of future events, new information, or otherwise. Concurrent Computer Corporation, its logo and are registered trademarks of Concurrent Computer Corporation. All other product names are trademarks or registered trademarks of their respective owners. -----END PRIVACY-ENHANCED MESSAGE-----