Delaware
|
04-2735766
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification Number)
|
Large accelerated filer o
|
|
Accelerated filer o
|
|
|
|
Non-accelerated filer o
|
(Do not check if a smaller reporting company)
|
Smaller reporting company x
|
Title of Securities
to be Registered
|
Amount
to be
Registered(1)
|
Proposed Maximum
Offering Price
Per Share
|
Proposed Maximum
Aggregate
Offering Price
|
Amount of
Registration Fee
|
||||||||||||
Common Stock, $0.01 par value per share
|
658,012
|
$
|
7.68 |
(2)
|
$
|
5,053,532.16 |
$
|
689.30 | ||||||||
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers such indeterminate number of additional shares of the Registrant’s common stock as may become issuable under the stock plans as the result of any future stock splits, stock dividends or similar adjustment of the Registrant’s Common Stock. |
(2) | Estimated in accordance with Rule 457(h) under the Securities Act, solely for the purpose of calculating the registration fee. The price of $7.68 per share represents the average of the high and low prices reported for the Registrant’s Common Stock on the Nasdaq Global Market on September 16, 2013. |
1. | The Company’s Annual Report on Form 10-K for the year ended June 30, 2013; and |
2. | The description of our Common Stock contained in the Registration Statement on Form 8-A, dated January 23, 1986, filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as amended by our Current Report on Form 8-K, dated October 22, 2001, as further amended by our Current Report on Form 8-K, dated June 29, 2011. |
Exhibit
|
Description
|
5.1
|
Opinion of King & Spalding LLP*
|
10.1
|
Concurrent Computer Corporation Third Amended and Restated 2001 Stock Option Plan (incorporated by reference from Exhibit A to the Definitive Proxy Statement on Schedule 14A filed on September 11, 2009)
|
10.2
|
Concurrent Computer Corporation 2011 Stock Incentive Plan (incorporated by reference from Annex I to the Definitive Proxy Statement on Schedule 14A filed on September 12, 2011)
|
23.1
|
Consent of Deloitte & Touche LLP*
|
23.2
|
Consent of King & Spalding LLP (included in Exhibit 5.1)*
|
24.1
|
Power of Attorney (included on signature page)*
|
(a) | The undersigned Registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(b) | The undersigned Registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
|
CONCURRENT COMPUTER CORPORATION
|
|
|
|
|
|
|
|
|
By:
|
/s/ Dan Mondor
|
|
|
Dan Mondor
|
|
|
President and Chief Executive Officer
|
Signature
|
Title
|
|||
|
|
|||
/s/ Steve G. Nussrallah
|
Chairman of the Board
|
|||
Steve G. Nussrallah
|
|
|||
|
|
|||
/s/ Dan Mondor
|
President, Chief Executive Officer and Director
|
|||
Dan Mondor
|
(Principal Executive Officer)
|
|||
|
|
|||
/s/ Emory Berry
|
Chief Financial Officer
|
|||
Emory Berry
|
(Principal Financial and Accounting Officer)
|
|||
|
|
|||
/s/ Charles Blackmon
|
Director
|
|||
Charles Blackmon
|
|
|||
|
|
|||
/s/ Larry L. Enterline
|
Director
|
|||
Larry L. Enterline
|
|
|||
|
|
|||
/s/ C. Shelton James
|
Director
|
|||
C. Shelton James
|
|
|||
|
|
|||
/s/ Robert M. Pons
|
Director
|
|||
Robert M. Pons
|
|
|||
|
|
|||
/s/ Dilip Singh
|
Director
|
|||
Dilip Singh
|
|
Exhibit
|
Description
|
|
|
Opinion of King & Spalding LLP*
|
|
10.1
|
Concurrent Computer Corporation Third Amended and Restated 2001 Stock Option Plan (incorporated by reference from Exhibit A to the Definitive Proxy Statement on Schedule 14A filed on September 11, 2009)
|
10.2
|
Concurrent Computer Corporation 2011 Stock Incentive Plan (incorporated by reference from Annex I to the Definitive Proxy Statement on Schedule 14A filed on September 12, 2011)
|
Consent of Deloitte & Touche LLP*
|
|
23.2
|
Consent of King & Spalding LLP (included in Exhibit 5.1)*
|
24.1
|
Power of Attorney (included on signature page)*
|
1l80 Peachtree Street N.E.
Atlanta, Georgia 30309-3521
Phone: 404/ 572-4600
Fax: 404/572-5100
www.kslaw.com
|
a. | The Shares are duly authorized; and |
b. | When issued pursuant to the Plans, the Shares will be validly issued, fully paid and nonassessable. |
|
|
/s/ King & Spalding LLP
|
|
|
|
King & Spalding LLP
|