UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 2)1
Concurrent Computer Corporation |
(Name of Issuer)
Common Stock, par value $0.01 |
(Title of Class of Securities)
206710402 |
(CUSIP Number)
Karen Singer 212 Vacarro Drive Cresskill, NJ 07626 (201) 750-0415 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 19, 2012 |
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
1 | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP 206710402 |
1 |
NAME OF REPORTING PERSONS
KAREN SINGER | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
543,637 | ||||
8 | SHARED VOTING POWER
-0- | |||||
9 | SOLE DISPOSITIVE POWER
543,637 | |||||
10 | SHARED DISPOSITIVE POWER
-0- | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
543,637 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
CUSIP 206710402 |
1 |
NAME OF REPORTING PERSONS
Lloyd I. Miller, III | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) x (b) ¨
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS
PF-AF-OO | |||||
5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER
467,939 | ||||
8 | SHARED VOTING POWER
-0- | |||||
9 | SOLE DISPOSITIVE POWER
467,939 | |||||
10 | SHARED DISPOSITIVE POWER
-0- | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
467,939 | |||||
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4% | |||||
14 |
TYPE OF REPORTING PERSON
IN |
SCHEDULE 13D/A2
This constitutes Amendment No. 2 to the statement on Schedule 13D (the Amendment No. 2) filed on behalf of Karen Singer (Singer), as trustee of Singer Childrens Management Trust (the Trust), and Lloyd I. Miller, III (Miller), dated and filed May 25, 2012 (the Statement), relating to the common stock, $0.01 par value (the Common Stock), of Concurrent Computer Corporation (the Issuer). Each of Singer and Miller is referred to herein as a Reporting Person and collectively as the Reporting Persons. The address of the principal executive offices of the Issuer is 4375 River Green Parkway, Suite 100, Duluth, GA 30096. Unless specifically amended or modified hereby, the disclosure set forth in the Statement shall remain unchanged.
Item 4. | Purpose of Transaction. |
Item 4 of the Statement is hereby amended and restated in its entirety as follows:
As set forth in Exhibit 99.1 to the Statement, on May 24, 2012, the Reporting Persons formed a group (the Group) for the purposes of (i) delivering a letter (the Letter) to the Issuers Board of Directors (the Board) asking the Board to convene a meeting between the Board and the members of the Group to discuss the means by which the Issuer may be able to maximize value for all of the Issuers shareholders, (ii) if the Issuer failed to respond to the Groups satisfaction, taking certain steps as the Group deemed necessary and appropriate, (iii) engaging in discussions with the Board and management of the Issuer, and (iv) taking other actions for the purpose of influencing the corporate governance of the Issuer.
As set forth in Amendment No. 1 to the Statement, on June 20, 2012, the Reporting Persons sent a letter (the June 20 Letter) to the Board requesting a meeting to discuss the appointment of shareholder representatives to the Board. A copy of the June 20 Letter is attached as Exhibit 99.2 to Amendment No. 1 to the Statement.
Representatives of the Reporting Persons recently held a telephonic meeting with the Board. During this meeting, the Board assured the representatives of the Reporting Persons that the Board would be expanded by two (2) seats and that it would consider the Reporting Persons nominees for such Board positions. The Reporting Persons have proposed two (2) nominees to serve as shareholder representatives on the Board. Attached as Exhibit 99.3 hereto are the resumes for such proposed Board nominees.
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon completion of any of the actions discussed above. The Reporting Persons intend to review their investments in the Issuer on a continuing basis and engage in discussions with management and the Board concerning the business, operations and future plans of the Issuer. Depending on various factors including, without limitation, the Issuers financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investments in the Issuer as they deem appropriate including, without limitation, seeking Board representation, making proposals to the Issuer concerning changes to the capitalization, ownership structure or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares or changing their intention with respect to any and all matters referred to in Item 4.
Item 7. | Material to be Filed as Exhibits. |
99.1 | Letter, dated May 24, 2012, from Karen Singer and Lloyd I. Miller, III to the Board of Directors of the Issuer (incorporated by reference from the Statement) | |
99.2 | Letter, dated June 20, 2012, from Karen Singer and Lloyd I. Miller, III to the Board of Directors of the Issuer (incorporated by reference from Amendment No. 1 to the Statement) | |
99.3 | Resumes of Robert M. Pons and Dilip Singh |
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated June 25, 2012
KAREN SINGER | ||
By: | /s/ Karen Singer | |
Lloyd I. Miller, III | ||
By: | /s/ Lloyd I. Miller, III |
Exhibit 99.3
Robert M. Pons
439 Williamson Road
Gladwyne, PA 19035
(610) 202- 3707
bobpons@me.com
Capabilities
¡ | CEO of Micro-Caps, both public and private |
¡ | Turnaround orphaned companies with new plan and capital |
¡ | Develop and implement new Sales, Marketing and Distribution strategies |
¡ | Increase shareholder value and implement investors relations |
¡ | Implement new business plan |
¡ | Raise capital for both public and private companies |
¡ | Acquisition experience from idea to closing |
¡ | Strong business development skills |
Career Profile:
Chairman, LiveWire Mobile (LVWR:PK)
Littleton. MA (Feb 2011-Current)
Orchestrated the transition of a new management team along with a financial and operational restructuring initiative that produced the companys first profits and first dividend distribution to shareholders of this platform provider of managed personalization services for mobile carriers. LiveWire Mobile is an integrated suite of mobile personalization services includes ringback tones, ringtones, mobile full-track music and video downloads, a fully integrated storefront, and other applications, as well as dedicated content and service marketing, integrated storefront management and marketing.
Senior Vice President Capital Markets, TMNG Global (NasdaqGM:TMNG)
McLean. VA (January 2008-January 2011)
Recruited to head-up the newly formed Capital Markets practice area of this provider of professional services to the converging communications industry. Its companies, TMNG, CSMG, Cartesian, and TWG Consulting, and its base of over 600 consultants, providing strategy, management, and technical consulting, as well as products and services, to more than 1200 communications service providers, entertainment, media, and technology companies and financial services firms worldwide.
1
Accomplishments:
Secured three new clients, including a multi-billion dollar carrier, in the first 90 days of forming the new practice area.
Led corporate M&A on four new opportunities working directly with President & COO.
Developed sales integration model between operational and strategy divisions.
President and Chief Executive Officer, Uphonia (formerly SmartServ OTCBB: UPHN),
Plymouth Meeting PA (January 2003- April 2007)
Primary responsibilities were to recapitalize this wireless applications development company and implement a new business model. The new business model resulted in a contract with Sprint PCS to secure an MVNO contract, leveraging the companys mobile application distribution infrastructure.
Uphonia is an MVNO launching a prepaid model combining voice mobile minutes with a large package of mobile content, initially targeting the ethnic/urban consumer.
Accomplishments:
Successfully recapitalized the company with a $10 million PIPE offering, when the company was nearly on the verge of bankruptcy.
Built seasoned senior management team. Staffed the organization to meet the growth needs of the company.
Developed and conceived the entire business model. Negotiated directly with debt holders and vendors to allow the company to secure new funding.
Increased the market capitalization by nearly 300%.
Negotiated and secured Sprint MVNO agreement, along with prepaid mobile distribution strategy, 50% more efficient than current prepaid distribution models.
Acquired nReach a mobile content aggregator. This acquisition added a complete mobile content library and a proprietary in-store mobile content distribution system.
Acquired KPCCD a prepaid calling distributor with a strong concentration of distribution in the New York metro market. This acquisition added annual revenues of $40 million and secured key distributors for the companys prepaid MVNO.
Established the Sprint MVNO contract as one of the few with the rights to route international traffic to the international gateway of choice, significantly positioning the prepaid MVNO to offer below market rates for international calling direct from the mobile phone.
2
Independent Consultant, Gladwvne, PA May 2002- December 2002
Consulted for three companies on developing and refining their business and marketing strategies, companies included Cellenium a mobile payment infrastructure company based in New Jersey, OTI International based in Israel, a publicly traded company with contact less chip technology now used in MasterCards PayPass product and SmartServ.
Accomplishments:
Assignments included strategic partnership introductions to Pepsi, Compass Group and MasterCard International.
Secured two rounds of funding.
President and Chief Operating Officer, FreedomPay, Wayne. PA March 1999-April 2002
Primary responsibility was establishing FreedomPays cashless retail payment system as a leading alternative to small retail cash transactions in the food service and quick service restaurant industries. The objective was to secure one large strategic partner for each respective industry category that could benefit by integrating a cashless less payment system into their network of retail locations.
Accomplishments:
Conceived and developed cashless payment system from idea, to commercialization and deployment of system. Core technology had its roots from a wireless telemetry system.
Raised capital of $7 million.
Built the organization in order to engineer, market and distribute cashless payment system.
Signed partnerships with McDonalds, Nokia, Pepsi and Canteen (largest vending operator in the world)
Established FreedomPay as one of the most recognized cashless payment systems catering to the vending industry. Tested Nokias first mobile payment system working within a live field trial with McDonalds.
President and Chief Executive Officer, LifeSafety Solutions, Wynnewood, PA January 1994- March 1999
In partnership with SpectaGuard one of the largest security companies (today Allied/SpectaGuard) developed a web based information retrieval system that was directly integrated with a citys 9-1-1 infrastructure. Called 911Plus, the system was recognized throughout the country as a potentially lifesaving technology.
Conceived and developed the system, implementing it into a live county wide 9-1-1 call center.
Developed a full scale marketing campaign directed to consumers who required that public safety have more information about them and their families when calling 9-1 -1. Received national press coverage on the potential lifesaving aspects of the system.
3
Personally awarded a patent on the system.
Sold company to Lucent, now owned by Intrado.
Senior Vice President Business Development Geotek, Publicly traded wireless carrier with proprietary spread spectrum technology Mahwah, NJ October 1992-January 1994
Responsible for developing strategic partnerships and all product features of this new carrier with its own infrastructure technology.
Accomplishments:
Wrote entire sales and marketing strategy.
Secured large customer relationships.
Developed field sale organization.
Introduced company to MCI.
President and Chief Operating Officer, Founding Investor, DPH Communications Elmsford, NY December 1988-September 1992
Responsible for all operations of this regional trade publishing company catering to the home remodeling industry. This was my first experience as an entrepreneur; I was one of three investors to acquire the company.
Accomplishments:
Expanded magazine from one edition to five.
Sold interest to partners.
Director of Sales for Sprints largest region, New York Region, New York, NY November 1986- November 1988
Responsible for all commercial sales for this long distance carriers New York Region, that included New York City, Connecticut, Westchester County New York and Long Island. The President of Sprint recruited me to the position, overseeing over 125 employees.
Accomplishments:
Grew revenue from $75 million to $125 million
Developed major account program.
Represented division for all national strategic planning.
4
Director Customer Services, Assistant to President, Regional Manager, Account Executive, MCI, January 1, 1980- October 1986, New York, NY, Boston, MA, Washington, DC, Ryebrook, NY
Started out in direct sales covering the World Trade Center area became number one sales person in New York region and was promoted to open up the New England market for MCI. After successfully launching MCI in New England, was promoted to exclusive position of Assistant to the President of all of MCI. After term as assistant to president promoted to run Customer Services for largest Division reporting directly to Division President
Accomplishments:
Coordinated entire reorganization of company with the President of MCI.
Participated in all areas of strategic planning for all of MCI.
Developed new and highly successful receivables managements systems.
Installed first online customer information system.
Grew revenue in New England from $5 million to $50 million.
Developed companys first retail distribution.
Developed companys first direct marketing campaign.
Board Seats;
Network-1 (NSSI.OB), Chairman Livewire Mobile (LVWR.PK), PrimusTelecommunications Group (NYSE:PTGI) Vice Chairman MRV Communications (MRVC.PK)
Publications/Media:
On The Line- History of MCI, (1986 Warner Books) entire chapter.
Time Magazine
American Banker
Phila Inquirer
New York Times
ABC
NBC
CBS
PBS
Patent:
Enhancement for 9-1-1 systems
5
Education:
Rowan University, B.A. magna cum laude.
Personal:
Married, with three children.
6
Robert M. Pons Bio
Robert M. Pons has over 30 years of senior level management experience including early stage ventures, Fortune 500 and turnaround companies. Currently, Mr. Pons is Chairman of Livewire Mobile, one of the most comprehensive one-stop digital content solutions for carriers, handset manufacturers and media companies entering the mobile content market.
Prior to Livewire Mr. Pons was Senior Vice President of Capital Markets for TMNG, a leading provider of professional services to the converging communications media and entertainment industries and the capital formation firms that support it. Prior to TMNG he was CEO of Uphonia/SmartServ Inc. a publicly traded firm in the wireless industry. Uphonia/SmartServ was completely recapitalized and repositioned under his leadership.
As an early pioneer of the competitive telecommunications industry, he was a senior level executive working with both landline and wireless systems. Originating his telecommunications experience in 1980 at MCI, Mr. Pons opened the New England markets, growing them from start-up to a $100 million division. He served as a special advisor to the President of MCI during the companys highest growth years and was featured in the book On The Line--History of MCI. In 1986, Mr. Pons was recruited by the President of Sprint to manage its Northeast Sales division with over $750 million in revenue. His wireless experience originated as Senior Vice President of Business Development for Geotek, a wireless carrier with licenses in 50 major markets. During his tenure, the company grew from a market cap of $25 million to $1.7 billion.
Mr. Pons has directly overseen financing transactions from $5 million to $100 million and has extensive experience in organizing start-ups. He currently serves on the boards of Network1 Security Solutions (OTC:NSSI.OB) Chairman - Livewire Mobile (LVWR.PK) Vice Chairman - MRV Communications (MRVC.PK) and Primus Telecommunications Group (PTGI)
DILIP SINGH - PROFILE
Dilip Singh, age 64, is CEO/President and a Director of InfuSystem Holdings Inc., since April 2012. Prior to joining InfuSystem Holdings, Mr. Singh served as the Chief Executive Officer and a Director of MRV Communications from July 2010 to December 2011. Prior to joining MRV, Mr. Singh was Chief Executive Officer of Telia-Sonera Spice Nepal, a large Asian mobile operator, from December 2008 to May 2009, where he was responsible for turning a new acquisition to sustained growth and profitability. From 2004 to 2008, Mr. Singh was President and Chief Executive Officer of Telenity, Inc., a convergence applications, service delivery platform and value added services telecom Software Company. Mr. Singh was President of NewNet, a telecom infrastructure software startup, which was acquired by ADC Telecommunications Inc., from 1994 to 1998. He remained an executive consultant to ADC through 2000, and returned in 2003 to 2004 as the president of ADCs software systems division. In the interim 2001 to 2003 periods, he was Executive Chairman of IntelliNet and an entrepreneur in residence with MC Venture Partners and in such capacity acted as an executive consultant and board member of several companies. From 1988 to 1994, Mr. Singh was an executive director at Sprint Corporation, where he directed strategic planning and development of intelligent network services, network management and call center applications for consumer and business customers, and supported marketing and sales with an annual revenue impact of over $2 billion. Prior to Sprint, he co-founded United Database Corporation, a start-up that led the introduction of yellow pages in three major metropolitan cities in India and had $12 million in revenue during its first 18 months. Mr. Singh began his career as an executive telecommunication consultant with Alcatel-Lucent switching systems divisions in the United States, England, Germany and Italy for over 10 years. Mr. Singh earned a Masters degree of technology from the Indian University of Technology and a Masters of Science from the University of Jodhpur.
He has almost 40 years of operational executive management experience with global Fortune 500 telecom carriers, entrepreneurial start-ups and early stage telecom software companies, network equipment providers and a venture capital firm. Mr. Singh has been proposed as a Group Nominee because of his vast executive experience in a variety of roles and in companies of all sizes.