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): December 13, 2017
Concurrent Computer Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-37706 | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 13, 2017, Concurrent Computer Corporation (the “Company” or “we”) held a special meeting of stockholders (the “Special Meeting”) to vote on the following matters: (i) a proposal to approve the sale of our content delivery and storage business (the “Asset Sale”) pursuant to the Asset Purchase Agreement (as it may be amended from time to time, the “Asset Purchase Agreement”), dated as of October 13, 2017, by and between Vecima Networks Inc., a corporation existing under the laws of Canada, and the Company; (ii) to approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to Concurrent’s named executive officers in connection with the Asset Sale; and (iii) to approve the adjournment of the Special Meeting to a later time or date, if necessary or appropriate (as determined in good faith by our board of directors), from time to time, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Asset Sale.
As of the close of business on November 3, 2017, the record date for the Special Meeting, there were 9,893,228 shares of the Company’s common stock issued and outstanding and entitled to vote at the Special Meeting. 6,187,710 shares of the Company’s common stock were represented in person or by proxy at the Special Meeting, constituting a quorum. A summary of the voting results for the proposals is set forth below:
Proposal 1: Approval of the Asset Sale:
The Company’s stockholders voted to approve the Asset Sale. The following are tabulated votes “For” and “Against” the Asset Sale, as well as the number of “Abstentions”:
| For | Against | Abstained | ||
| 5,723,140 | 401,020 | 63,550 |
Proposal 2: Approval, on an Advisory (Non-Binding) Basis, of Compensation that may be Payable to Certain Named Executive Officers in Connection with the Asset Sale
The Company’s stockholders approved on an advisory (non-binding) basis, specified compensation that may be paid or become payable to the named executive officers of the Company in connection with the Asset Sale. The following are the tabulated votes “For” and “Against” this proposal, as well as the number of “Abstentions”:
| For | Against | Abstained | ||
| 3,537,147 | 2,501,854 | 148,709 |
Proposal 3: Adjournment of the Special Meeting
Because the Company’s stockholders approved the Asset Sale, the vote on the proposal to approve the adjournment of the Special Meeting from time to time, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to approve the Asset Sale was not called.
| Item 8.01. | Other Events. |
On December 13, 2017, the Company issued a press release announcing the approval of the Asset Sale by the stockholders. The press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| 99.1 | Press Release issued by Concurrent Computer Corporation, dated December 13, 2017. |
SIGNATURE
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 | |||
| (Registrant) | |||
| Dated: December 13, 2017 | By: | /s/ Warren Sutherland | |
| Warren Sutherland | |||
| Chief Financial Officer | |||
EXHIBIT INDEX
| Exhibit No. | Description |
| 99.1 | Press Release issued by Concurrent Computer Corporation, dated December 13, 2017. |
Exhibit 99.1
Concurrent Stockholders Approve Proposal to Sell Content Delivery & Storage Business to Vecima Networks
ATLANTA, December 13, 2017 – The stockholders of Concurrent (NASDAQ: CCUR), a global leader in storage, protection, transformation, and delivery of visual media assets, have approved all proposals presented at a special meeting of its stockholders held on December 13, 2017. The proposals related to the sale of Concurrent’s content delivery and storage business to Vecima Networks Inc. (VCM: TO).
Derek Elder, President and CEO of Concurrent, commented, “The Board of Directors and our management team appreciate the overwhelming support of our proposals from Concurrent’s stockholders. We expect to close the announced transaction with Vecima Networks by the end of the calendar year. The investment committee established by the Board of Directors will continue to evaluate options to maximize the value of the Company’s remaining assets after the close of the sale to Vecima.”
The specific voting results for each of the proposals considered at the special stockholder’s meeting are provided in Form 8-K filed by Concurrent on December 13, 2017.
About Concurrent
Concurrent (NASDAQ: CCUR) is a global company that develops software solutions focused on storing, protecting, transforming, and delivering visual media assets. We serve industries and customers that demand uncompromising performance, reliability and flexibility to gain a competitive edge, drive meaningful growth and confidently deliver best-in-class solutions that enrich the lives of millions of people around the world every day. Offices are located in North America, Europe and Asia. Visit www.concurrent.com for further information and follow us on Twitter: www.twitter.com/Concurrent_CCUR.
Forward Looking Statements
Certain statements in this communication and the documents referenced herein constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are often identified by words such as “anticipate,” “believe,” “intend,” “estimate,” “expect,” “see,” “continue,” “could,” “can,” “may,” “will,” “likely,” “depend,” “should,” “would,” “plan,” “predict,” “target,” and similar expressions, and may include references to assumptions and relate to Concurrent’s future prospects, developments and business strategies. Except for the historical information contained herein, the matters discussed in this communication are forward-looking statements that involve risks and uncertainties that may cause Concurrent’s actual results to be materially different from such forward-looking statements and could materially adversely affect its business, financial condition, operating results and cash flows. These risks and uncertainties include the occurrence of any event, change or other circumstances that could give rise to the termination of the Asset Purchase Agreement; or required third party consents or the failure to satisfy any of the other closing conditions to the Asset Purchase Agreement; potential disruption of management’s attention from Concurrent’s ongoing business operations due to the transaction; the effect of the announcement of the Asset Purchase Agreement on the ability of Concurrent to retain and hire key personnel and maintain relationships with its customers, suppliers and others with whom it does business, or on its operating results and business generally; general business conditions; changes in overall economic conditions that impact consumer spending; the impact of competition; and other factors which are often beyond the control of Concurrent, as well other risks listed in the definitive proxy statement filed on November 6, 2017 or Concurrent’s Form 10-K filed September 20, 2017 with the Securities and Exchange Commission and risks and uncertainties not presently known to Concurrent or that Concurrent currently deems immaterial. Concurrent wishes to caution you that you should not place undue reliance on such forward-looking statements, which speak only as of the date on which they were made. Concurrent does not undertake any obligation to update forward-looking statements, except as required by law.
Media Relations:
Sandra Dover
(678) 258-4112
Sandra.dover@concurrent.com
Investor Relations:
Doug Sherk
(415) 652-9100
dsherk@evcgroup.com
Todd Kehrli
(310) 625-4462
tkehrli@evcgroup.com