As filed with the Securities and Exchange Commission on February 7, 1994.
Registration No. 33-72548
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CONCURRENT COMPUTER
CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-2735766
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation) Number)
Two Crescent Place, Oceanport, NJ 07757, (908) 870-4500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Kevin J. Dell, Esq.
Vice President, General Counsel
and Assistant Secretary
Concurrent Computer Corporation
Two Crescent Place, Oceanport, NJ 07757, (908) 870-4500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
================================================================================
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
Preliminary Prospectus Dated February 7, 1994
Prospectus
7,293,214.5 Shares
CONCURRENT
COMPUTER
CORPORATION
Common Stock
($.01 par value)
This Prospectus relates to the possible resale of shares of Common Stock, $.01
par value ("Common Stock"), of Concurrent Computer Corporation ("Concurrent" or
the "Company"). The shares of Common Stock are sometimes referred to as the
"Securities". The Securities may be offered from time to time by the selling
securityholders (the "Selling Securityholders").
The Securities will be offered for sale from time to time on terms to be
determined at the time of sale by the Selling Securityholders. The Securities
are listed on the NASDAQ National Market System under the symbol "CCUR" and the
last reported bid and asked prices on February 4, 1994 were $1.59375 and $1.75,
respectively. The Company will pay certain expenses of this offering and will
not receive any proceeds from the sale of the Securities. See "Use of Proceeds
and "Plan of Distribution."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-------------------
See "Risk Factors" for important information which should be
considered by prospective investors.
-----------------
The Selling Securityholders directly, through agents designated from time to
time, or through dealers or underwriters also to be designated, may sell the
Securities from time to time on terms to be determined at the time of sale. To
the extent required, the specific Securities to be sold, the purchase price, the
public offering price, the name of any such agent, dealer or underwriter, and
any applicable commission or discount with respect to a particular offer will be
set forth in a Prospectus Supplement. The aggregate proceeds to the Selling
Securityholders from the Securities will be the purchase price of such
Securities sold less the aggregate agents' commissions and underwriters'
discounts, if any, and other expenses of issuance and distribution not borne by
the Company. Any such Prospectus Supplement will also set forth any additional
information regarding indemnification by the Company of the Selling
Securityholders or any underwriter, dealer or agent against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the
"Securities Act"). The Selling Securityholders and any broker-dealers, agents
or underwriters that participate with the Selling Securityholders in the
distribution of any of the Securities may be deemed to be "underwriters" within
the meaning of the Securities Act, and any commission received by them and any
profit on the resale of the Securities purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act. See "Plan of
Distribution" generally and for indemnification agreements.
The date of this Prospectus is February __, 1994.
<PAGE>
No dealer, salesperson or any other person has been authorized to give
any information or to make any representations other than those contained in
this Prospectus in connection with the offer made by this Prospectus and, if
given or made, such information or representations may not be relied upon as
having been authorized by the Company. Neither the delivery of this Prospectus
nor any sale made hereunder shall under any circumstances create any implication
that there has been no change in the affairs of the Company since the date as of
which information is given in this Prospectus. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy the shares by
anyone in any jurisdiction in which such offer or solicitation is not
authorized, or in which the person making the offer or solicitation is not
qualified to do so, or to any persons to whom it is unlawful to make such offer
or solicitation.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission").
The Company has filed with the Commission under the Securities Act of
1933, as amended (the "Securities Act"), a Registration Statement on Form S-3
(which term shall encompass any amendments thereto) with respect to the
securities offered hereby. This Prospectus, which constitutes part of the
Registration Statement, does not contain all the information set forth in the
Registration Statement and the exhibits and schedules thereto, to which
reference is hereby made, as permitted by the rules and regulations of the
Commission. Statements made in this Prospectus or in any document incorporated
or deemed to be incorporated by reference herein as to the contents of any
contract, agreement or other document referred to are not necessarily complete
and with respect to each such contract, agreement or other document filed as an
exhibit to the Registration Statement, reference is made to the exhibit for a
more complete description of the matter involved, and each such statement shall
be deemed qualified in its entirety by such reference. Any interested parties
may inspect the Registration Statement, the exhibits and schedules forming a
part thereof and the reports, proxy statements and other information referred to
above, without charge, at the public reference facilities of the Securities and
Exchange Commission, Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549,
and may obtain copies of all or any part of such documents from the Commission
upon payment of the fees prescribed by the Commission. Such documents also are
available for inspection and copying at prescribed rates at the regional offices
of the Commission located at Seven World Trade Center, 13th Floor, New York, New
York 10048; and the Northwestern Atrium Center, 500 W. Madison Street, Suite
1400, Chicago, Illinois 60661-2511.
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<PAGE>
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act (File No. 0-13150), are hereby
incorporated by reference in and made a part of this Prospectus:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended June 30, 1993.
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993, as amended by Amendment No. 1 thereto filed
February 7, 1994.
(3) The description of the Common Stock contained in the Company's
Registration Statement on Form S-2 (No. 33-62440).
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering made hereby shall be deemed to be
incorporated by reference and a part of this Registration Statement from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company hereby undertakes to provide without charge to each person
to whom a copy of this Prospectus has been delivered, upon the request of such
person, a copy of any or all documents referred to above which have been
incorporated in this Prospectus by reference, other than exhibits to such
documents. Requests for such copies should be directed to Office of the
Assistant Secretary, Concurrent Computer Corporation, Two Crescent Place,
Oceanport, New Jersey 07757.
TABLE OF CONTENTS
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AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
INCORPORATION OF DOCUMENTS BY REFERENCE . . . . . . . . . . . . . . . . . . 3
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SELLING SECURITYHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . 13
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
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THE COMPANY
Concurrent Computer Corporation (the "Company" or "Concurrent") is the
largest supplier of high-performance real-time computer systems, based on 1992
net sales of companies focused on providing real-time systems. "Real-time"
systems concurrently acquire, analyze, store, display and control, within a
predictable time, analog, digital and network data to provide time critical
information as real world events occur. Concurrent has over 25 years of
experience in real-time systems, including specific expertise in systems,
applications software, productivity tools and networking. Concurrent's real-
time systems offer networked and distributed computing solutions and may be
configured to provide fault tolerance. The Company sells its systems worldwide
to end-users as well as to original equipment manufacturers, systems
integrators, independent software vendors and value-added resellers who combine
the Company's products with other equipment or with additional application
software for resale to end-users. End uses of the Company's systems include
product design and testing; flight simulation; air traffic control and weather
forecasting; intelligence data acquisition and analysis; financial trading; and
hospital information management.
The Company designs, manufactures (limited to assembly, systems
integration and systems test), sells, and supports real-time proprietary and
standards-based open systems. It also offers traditional maintenance and
support services ("Traditional Services") and professional services, such as
performance and capacity analysis and systems integration ("Professional
Services"). Currently, Traditional Services and Professional Services account
for approximately 93% and 7%, respectively, of total service revenues. The
Company anticipates a shift in end-user demand from proprietary to open systems
and, accordingly, has developed a strategy to be the premier supplier of high
technology real-time computer systems and services through customer focus, total
quality and the rapid development of standard and custom products. The
Company's strategy requires that it upgrade and service its proprietary
computing platforms while investing heavily in developing its real-time open
system computing platforms. The Company is also leveraging its investment in
research and development and enhancing market penetration through strategic
alliances. In October 1993, the Company introduced its new MAXIONTM
multiprocessor system, which is a next-generation open system based on the new
MIPS 150 MHz R4400 reduced instruction set microprocessor. This new system
supports Concurrent's real-time enhanced UNIX operating system which will
include real-time extensions to the UNIX SVR4.2 multiprocessor operating system
through a partnership with the Novell UNIX Systems Group. The Company also
introduced in October 1993, a new high-end Series 3200 multiprocessing system,
the Model 3200-850. This new system is an upgrade to Concurrent's Model 3280
MPS and MicroFive MPS Systems.
The Company's principal offices are located at Two Crescent Place,
Oceanport, New Jersey 07757. Its telephone number is (908)870-4500.
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<PAGE>
RISK FACTORS
In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the Common
Stock offered by this Prospectus.
Shift in Emphasis to Open Systems
Many of the Company's markets are undergoing a shift away from
"proprietary" systems to "open" systems. However, the Company's sales of open
systems have not been growing in absolute or relative terms due to competitive
pressures in the marketplace and, to a lesser extent, the rapidly changing
requirements of the open systems market. During fiscal years 1992 and 1993,
proprietary systems represented 69% and 78% of the Company's total systems
sales, respectively, while open systems represented 31% and 22% of total systems
sales for the same periods. The future growth of the Company's business and its
long-term future financial performance will depend to a significant extent upon
its ability to develop and market competitive open systems which meet the real-
time computing needs of end users. The Company does not expect the shift in
emphasis to open systems to result in either significant incremental costs over
current cost levels or incremental capital investment. Moreover, the Company
expects to fund the shift, which is primarily a research and development effort,
with cash from operations at funding levels consistent with its recent levels of
investment in research and development. There can be no assurance that the
shift in emphasis will be accomplished at anticipated cost levels or that the
anticipated results of the shift in emphasis will be realized. The Company has
developed new next-generation real-time open-systems products, based on the MIPS
R4400 microprocessor which are expected to strengthen the Company's competitive
position. The first new systems product was introduced during October 1993 with
production shipments scheduled for the third quarter of fiscal year 1994. There
can be no assurance that the new systems will be produced on schedule or that
the new systems will be successful in the marketplace. In the event that the
Company's sales do shift from proprietary systems to open systems, lower gross
margins may result. Currently, gross margins on the Company's open systems are
lower than gross margins on its proprietary systems. The Company's operating
income would be adversely affected by such a shift unless total net sales
increase, the gross margins on its open systems improve and/or total operating
expenses are further reduced. Although there can be no assurance that this will
be the case, the Company believes gross margins on its open systems will improve
with the continued implementation of its value-added market strategy. This
strategy involves the introduction of new next generation open systems products,
which the Company believes will generate higher gross margins than its existing
open systems products. It also involves the development and sale of needed
value-added products and services, such as software productivity and development
tools, and packaged services comprised of Traditional Services and Professional
Services, which sales are expected to have an aggregate positive impact on total
gross margins.
5
<PAGE>
Advances in Technology
The information technology industry is characterized by rapid advances
in technology and greater demand for more cost effective "solutions." As a
result of the rapid advances in technology, product life cycles of many of the
Company's products have been effectively shortened from 24-30 months to 18-24
months. Furthermore, many of its open systems products are approaching the
maturity stage of their product life cycles. Continued rapid advances in
technology will further accelerate the technological obsolescence of older
products. The Company's success will depend, among other things, upon its
ability to enhance its existing products, to capitalize on its new MAXIONTM
product line, and to introduce new open-systems products and features in a
timely manner to meet changing customer requirements. It will also be dependent
on the success of the Company's strategic technological alliances and its
ability to maintain competitive technology. The Company's choice of strategic
technological alliances could also have a significant impact on its success.
The Company has chosen the microprocessor technology developed by MIPS
Technologies, Inc. (a subsidiary of Silicon Graphics, Inc.) for use in its new
next-generation standards-based open systems. In addition, the Company's next
generation open-systems platform will be based on the Novell UNIX Systems
Group's UNIX System V Release 4 operating system software. The Company's
business will be adversely affected if the Company, its strategic partners, or
its suppliers incur delays in developing new products or enhancements, or if
such products or enhancements do not gain market acceptance because of competing
technology.
Trend in Net Sales
Net sales decreased to $220.5 million in fiscal year 1993 from $221.6
million in fiscal year 1992 and $254.9 million in fiscal year 1991. The
decrease from fiscal years 1992 to 1993 was due to a decrease of $5.2 million,
or 5.0%, in service and other revenues partially offset by an increase of $4.1
million, or 3.5%, in computer system sales. The decrease from fiscal years 1991
to 1992 was primarily due to a decrease of $25.1 million, or 17.6%, in computer
system sales and a decrease of $8.2 million, or 7.3%, in service and other
operating revenues. The decrease in net sales in fiscal year 1992 compared to
fiscal year 1991 followed a decrease in net sales to $254.9 million in fiscal
year 1991 compared to $340.1 million in fiscal year 1990. The decrease in net
sales from fiscal year 1990 to fiscal year 1991 was primarily due to a decrease
of $88.4 million, or 38.3%, in computer systems sales partially offset by an
increase of $3.2 million, or 2.9%, in service and operating revenues.
Management believes the decrease in computer system sales since fiscal year 1990
has been due to reduced government spending on the Company's systems, general
economic conditions, a slowdown in capital spending by customers in the
Company's markets and the decisions by certain customers to delay purchases or
choose alternative computer systems because they were uncertain whether the
Company would complete its prior debt restructuring activities (which began in
mid-1990 and were completed in November 1991).
6
<PAGE>
During the period from the end of fiscal year 1990 through the end of
fiscal year 1992, in addition to its debt restructuring activities, the Company
engaged in a corporate-wide restructuring. As part of this restructuring,
operations were streamlined and overhead reduced through an overall "downsizing"
of the Company consistent with its strategic plan to focus its resources on
providing products and services to carefully selected target niche markets.
During the first two quarters of fiscal year 1994, Concurrent
experienced continued slow business conditions throughout the world affecting
investment in its markets, combined with worldwide industry and government
spending controls and delays in orders for spare parts under the Department of
Commerce's Next Generation Weather Radar (NEXRAD) program. (See "Government
Business"). As a result of these factors the Company is engaged in a further
restructuring of its operations to position its cost structure in line with
current and anticipated revenue levels. During the three months ended September
30, 1993, the Company recorded a provision for restructuring of $12.0 million
in connection with its operational restructuring efforts. Although the Company
is still evaluating various actions, the current restructuring is expected to
include further reductions in staffing levels and a restructuring of the
Company's worldwide operations.
For the purposes of restructuring its operations, the Company has
assumed a revenue trend for the remaining quarters of fiscal year 1994 on
average below the first quarter of fiscal year 1994 but growing on a quarter to
quarter basis from the second quarter of fiscal year 1994, which is expected to
be the low point for the fiscal year. There can be no assurance that the
foregoing revenue assumptions will be achieved.
The $12.0 million restructuring provision referred to above
contributed to the Company's incurring an operating loss of $9.3 million for the
three months ended September 30, 1993 on total revenues of $49.4 million,
compared to an operating profit of $4.4 million for the comparable period of the
preceding fiscal year on total revenues of $54.2 million. In addition, during
the three months ended September 30, 1993, the Company recorded an
extraordinary loss on early extinguishment of debt of $23.2 million, a loss
attributable to changes in accounting principles of $5.0 million, both of which
contributed to a net loss of $39.2 million for the period. The Company reported
an operating loss of $2.7 million and a net loss of $3.5 million for the three
months ended December 31, 1993 on total revenues of $40.7 million, compared to
an operating profit of $4.5 million and net income of $.7 million for the
comparable period of the preceding fiscal year on total revenues of $54.5
million.
The future growth of the Company's business and its future financial
performance will depend, among other things, on its ability to increase net
sales by developing and marketing competitive open systems products.
7
<PAGE>
Decline in Service Revenue
Total service revenue decreased to $98.9 million in fiscal year 1993
from $104.1 million in fiscal year 1992 and $112.3 in fiscal year 1991 due to a
decline in Traditional Services revenue. Total service revenue for the six
months ended December 31, 1993 decreased to $46.3 million from $49.2 million for
the comparable period of the preceding fiscal year. The declines are
attributable to lower sales of the Company's systems and the continuing market
shift to standards-based open systems. This shift is expected to continue to
depress revenues from Traditional Services for two reasons. First, the Company
anticipates that open systems will require less service and maintenance than
proprietary systems. And second, given the "standards-based" nature of the open
systems, greater competition can be expected from third party maintenance
providers, resulting in a reduction in total Traditional Services margins.
However, the market trend towards open systems is creating additional demand for
Professional Services. Although its is the Company's goal that growth in
Professional Services will eventually offset the anticipated decline in
Traditional Services revenue, there can be no assurance that the Company will be
able to successfully market Professional Services to generate revenues that will
exceed the anticipated decline. In fiscal year 1993, Professional Services
accounted for approximately $5 million of total annual service revenue.
Professional Services revenue in fiscal year 1992 was estimated to be
approximately $4 million.
Liquidity
Although management believes that anticipated improvements in cash
flow from operations resulting from the restructuring of operations and other
actions, together with reduced debt service requirements resulting from the
Refinancing, will enhance the Company's ability to manage its cash requirements,
the short term prospects for the Company's liquidity are dependent to a
significant degree upon the level of revenue from sales and service of systems
and the Company's ongoing restructuring actions and cost containment efforts.
The decline in revenue during the six months ended December 31, 1993 adversely
affected the Company's liquidity. Further declines may affect the Company's
ability to meet obligations when due. Based on operating results for the three
months ended December 31, 1993 the Company is in discussion with its banks to
seek additional flexibility with respect to its obligations under its bank term
loan. In addition, to the extent that sales of the Company's new open systems
significantly increase, the Company will have increased working capital
requirements to fund inventory and capital equipment needs. Management does not
anticipate being able to fund this potential need for increased working capital
through internal cash flow and may need to obtain financing from outside
sources. There can be no assurance that such financing can be obtained.
Government Business
The Company derives a significant portion of its revenues from the
supply of systems under government contracts. For fiscal year 1993,
approximately $64.3 million (29%) of the Company's worldwide revenues were
directly or indirectly related to agencies of the U.S. Government. A
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<PAGE>
significant portion of revenues from government business into fiscal year 1995
is expected to be derived from sales to the U.S. Department of Commerce's Next
Generation Radar (NEXRAD) program, which may include sales of spare parts. The
prospects for these future sales of spare parts are currently unclear. The
Department of Commerce asserts that the Company's spare parts prices are too
high and is pursuing various alternatives to meet its spare parts requirements.
In addition, the Department of Commerce is requiring documentation on pricing
for spare parts under the NEXRAD program. The Company maintains that its
pricing practices and disclosures are in compliance with applicable laws and
regulations. There can be no assurance that the Company will have continuing
sales of spare parts under the NEXRAD program or that the production phase of
the program will be completed as contemplated. Government business is in
general subject to special risks, such as delays in funding; termination
contracts or subcontracts for the convenience of the government; termination,
reduction or modification of contracts or subcontracts in the event of changes
in the government's policies or as a result of budgetary constraints;
obligations for performance guarantees or restrictions on the draw-down of funds
subject to achievement of performance milestones; and increased or unexpected
costs resulting in losses or reduced profits under fixed price contracts.
Financial Leverage
The Company has leverage higher than is common in companies in high
technology industries. At the end of the first quarter of fiscal year 1994 debt
was $33.5 million and stockholders' equity was $35.5 million, a total debt to
total capitalization ratio of approximately 49%.
The degree to which the Company has senior indebtedness outstanding
from time to time could have important adverse consequences. After modification
of the Company's senior bank debt in July 1993, the balance of the Company's
senior bank debt was $31.5 million (which the Company is obligated, subject to
certain deferral rights, to reduce monthly by $687,500). Based on the level of
senior indebtedness outstanding from time to time and the terms of the senior
bank debt agreement: (i) the Company's ability to obtain additional financing,
if needed, in the future for working capital, capital expenditures,
acquisitions, research and development and other general corporate purposes
(which historically, together with debt service on the Company's prior term
loan, have been funded from cash flow from operations) will be restricted; (ii)
the Company will be prohibited from making cash dividend payments until the
senior bank debt is paid in full and is subject to operating and financial
restrictions which, if not satisfied, may result in a default under the senior
bank debt agreement; (iii) the Company may be more leveraged than other
providers of similar products and services, which may place the Company at a
competitive disadvantage; and (iv) the Company may be vulnerable to changes in
general economic conditions.
On September 28, 1993, and November 18, 1993, the Company's bank term
loan was amended to modify certain financial covenants. The latter amendment
also waived the Company's obligations with respect to certain financial
covenants for the three months ended September 30, 1993. On November 10, 1993,
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<PAGE>
the term loan was also amended to allow the Company to defer up to four monthly
principal amortization payments depending on cash balances and to provide for up
to $3 million in standby letters of credit in connection with overseas lines of
credit. In connection with that amendment the Company made a $3 million
prepayment of the amortization payment due on the June 15, 1995 maturity date.
The three amendments were obtained to provide the Company with greater financial
flexibility in light of lower than expected revenues and earnings for the three
months ended September 30, 1993, a $12.0 million provision for restructuring
recorded during the same period and anticipated financial results for fiscal
year 1994.
International Operations
The Company's financial results are highly dependent on its
international operations which represented approximately 35% of total revenues
for fiscal year 1993. The Company expects its international operations to
continue to account for a significant percentage of its total revenues. Certain
risks are inherent in international operations, including exposure to currency
fluctuations, the imposition of government controls, export license
requirements, restrictions on the export of critical technology, political and
economic instability, trade restrictions, changes in tariffs, taxes and freight
rates, generally longer payment cycles, difficulties in staffing and managing
international operations and general economic conditions. Key international
markets for the Company's products and services include Japan, Australia,
Germany and the United Kingdom whose general economic conditions have
historically affected the Company's revenues. Of the approximately 35% of total
revenues for fiscal year 1993 derived from international operations, these
countries accounted for approximately 16%, 13%, 12% and 27%, respectively, and
Europe as a whole accounted for approximately 59%. These countries, and Europe
as a whole, are continuing to experience generally poor economic conditions with
a resulting depressing effect on investments in capital goods, such as computer
systems. Accordingly, the Company's revenues, and therefore operating results,
may be adversely affected by such economic conditions. From time to time in the
past, the Company's financial results have been affected both favorably and
unfavorably by fluctuations in currency exchange rates. Future unfavorable
fluctuations in currency exchange rates may have an adverse impact on the
Company's revenues and operating results.
Competition
The shift from proprietary systems to standards-based open systems is
expected both to expand market demand for systems with performance
characteristics previously only found in proprietary real-time computing systems
and to increase competition, making product differentiation a more important
factor. Due in part to the range of performance and applications capabilities
of its products, the Company competes in various markets against a number of
companies, many of which have greater financial and operating resources than the
Company.
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Sources of Supply
In some cases, components, including customized components such as
certain computer peripheral equipment incorporated into the Company's computer
systems, are being purchased by the Company principally from a single supplier
to obtain the most favorable price and delivery terms. Although the Company
has not experienced any materially adverse impact on its operating results as a
result of a delay in supplier performance, any delay in delivery of components,
especially considering the just-in-time inventory management technique used in
the Company's manufacturing process, may cause a delay in shipments by the
Company of certain products. The Company estimates that a lead time of up to
16-24 weeks may be necessary to switch to an alternate supplier of certain
custom application specific integrated circuits. A change in the supplier of
these circuits without the appropriate lead time would result in a delay in
shipments by the Company of certain products. Since revenue is recognized
typically upon shipment, any delay in shipment may also result in a delay in
revenue recognition, possibly outside the fiscal period originally planned, and,
as a result, may adversely affect the Company's financial results for that
particular period.
Employee Requirements
As a high technology company in a highly competitive industry, the
Company's success will depend in part on its ability to attract and retain
highly-skilled technical, managerial, sales and marketing employees.
Competition for such personnel is intense. Although the Company is not
dependent on any one employee, the loss of a number of employees in significant
positions and the Company's inability to attract and retain qualified
replacement employees could adversely affect the Company's business, operations
and financial results.
Shares Eligible for Future Sale
Sales of a substantial number of shares of Common Stock in the public
market could adversely affect the market price of the Common Stock. The holders
of 6,855,425.5 shares of Common Stock, and all the directors and executive
officers of the Company, have agreed that they will not, without the prior
written consent of the representatives of the underwriters in the public
offering which occurred in July 1993, offer, sell or contract to sell or
otherwise dispose of, directly or indirectly, or announce an offering of, any
shares of Common Stock or any securities convertible into, or exchangeable for,
Common Stock for the six month period ended January 21, 1994. Following the
expiration of the "lock-up" period, and upon registration under the Securities
Act of 1933 of such shares for resale, 4,544,501.5 of such shares generally will
be freely tradeable. However, an additional 2,310,924 shares of Common Stock
are restricted securities which are subject to certain demand registration
rights which provide for the effective registration of all or a part of such
securities. One of these demand rights has been exercised and the 2,310,924
shares are included in the Securities covered by this Prospectus. The
potential market overhang from the 6,855,425.5 shares of Common Stock that will
or may become freely tradeable following the expiration of the six month lock-up
11
<PAGE>
period, could adversely affect the market price of the Common Stock.
Change of Control
Rights associated with the Common Stock may have the effect of
discouraging a third party from making an acquisition proposal of the Company
and may thereby inhibit a change in control of the Company in circumstances that
could give the holders of the Common Stock the opportunity to realize a premium
over the then prevailing market prices. Such provisions may also adversely
affect the market price of the Common Stock. In addition, the term loan may be
accelerated at the option of the lenders in the event of a change in control (as
defined in the senior bank debt agreement).
Volatility of Stock Prices
The trading price of the Common Stock has fluctuated widely in
response to quarter-to-quarter operating results, industry conditions, awards of
orders to the Company or its competitors and new product or product development
announcements by the Company or its competitors and as a result of market
illiquidity. In addition, the volatility of the stock markets in recent years
has caused wide fluctuations in trading prices of stocks of high technology
companies independent of their individual operating results. The market value
of the Common Stock at any given time may be adversely affected by factors
independent of the Company's operating results.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of
securities by the Selling Securityholders. Certain of the Securities are being
registered for sale pursuant to agreements with the Selling Securityholders.
See "Plan of Distribution."
12
<PAGE>
SELLING SECURITYHOLDERS
The following table sets forth certain information with respect to the
Securities held by the Selling Securityholders as of December 1, 1993. The
Securities offered by this Prospectus may be offered from time to time in whole
or in part by the Selling Securityholders. See "Plan of Distribution."
Shares of
Common
Stock
Issuable
Upon Shares of Common
Shares of Exercise of Stock Issuable Upon
Selling Common Series A Upon Exercise of
Security Holders Stock Warrants Lock-Up Warrants
---------------- ----- ------------ ----------------
Ackerman, Don E. 52,090.5 2,747.0
39 Locust Avenue, Suite 204
P.O. Box 635
New Canaan, CT 06840
Ackerman, Fern 3,472.7 182.0
39 Locust Avenue, Suite 204
P.O. Box 635
New Canaan, CT 06840
Ackerman, Michael A. 6,945.4 367.0
39 Locust Avenue, Suite 204
P.O. Box 635
New Canaan, CT 06840
Ackerman, Steven J. 6,945.4 367.0
39 Locust Avenue, Suite 204
P.O. Box 635
New Canaan, CT 06840
American Capital High Yield 364,633.5 19,230.0
Investment Inc.
c/o United States Trust Co.
of New York
61 Broadway Concourse
New York, New York 10006
American Capital Income 140,486.5 7,410.0
Trust
c/o State Street Bank &
Trust Co.
61 Broadway Concourse
New York, New York 10006
Aphrodite Associates 7,845.0
c/o U.S. Trust Co. of NY
45 Wall Street
New York, New York 10005
Attn: Robert Janis
13
<PAGE>
Shares of
Common
Stock
Issuable
Upon Shares of Common
Shares of Exercise of Stock Issuable Upon
Selling Common Series A Upon Exercise of
Security Holders Stock Warrants Lock-Up Warrants
---------------- ----- ------------ ----------------
Apollo Investment Fund, 655,077.5 34,547.0
L.P.(a)
c/o CIBC Bank and Trust
Company
(Cayman) Limited
Edward Street
Georgetown, Grand Cayman
Cayman Islands
British West Indies
Bear, Stearns & Co. Inc. 2,310,924.0 121,877.0
245 Park Avenue
New York, New York 10167
Executive Life Insurance 441,980.0 23,309.0
Company of New York
P.O. Box 456 Wall Street
Station
New York, New York 10005
First Stratford Life 9,000
Insurance Company Ebenco
c/o Security Pacific State
Trust
299 N. Euclid Ave.
Pasadena, CA 91101
James Garnett 400
c/o Columbia Savings & Loan
8840 Wilshire Blvd.
Beverly Hills, CA 90211-2606
Greylock Partners & Co. 40,909.0
One Federal Street
Boston, MA 02110
Attn: Barbara Murray
Irell & Manella Profit 609
Sharing Plan & Trust DTD
07 0175 Participant
Directed
Acct. FBO Kenneth R. Heitz
c/o Drexel Burnham Lambert,
Inc.
60 Broad Street, 13th Floor
New York, New York 10004-
2306
Lion Advisors, L.P.(a)(b) 655,077.5 34,547.0
Two Manhattanville Road
Purchase, New York 10577
14
<PAGE>
Shares of
Common
Stock
Issuable
Upon Shares of Common
Shares of Exercise of Stock Issuable Upon
Selling Common Series A Upon Exercise of
Security Holders Stock Warrants Lock-Up Warrants
---------------- ----- ------------ ----------------
Merrill Lynch Pierce Fenner 1,300
& Smith Incorporated
One Liberty Plaza
225 Liberty Street
New York, New York 10006-
1404
Ohio Casualty Insurance 126,280.0 6,661.0
c/o Security Pacific
National Trust Co.
Two Rector Street
New York, New York 10006
Sally Overstreet 250
c/o Columbia Savings & Loan
8840 Wilshire Blvd.
Beverly Hills, CA 90211-2606
Pursley, Robert E. 590.0
555 Haviland Road
Stamford, CT 06903
Daniel C. Rohr 300
1314 Marquette Avenue
Apt. #3002
Minneapolis, MN 55403-4111
Mildred M. Rohr 300
336 N. Western Avenue
Lake Forest, IL 60045-2133
J.F. Shea Co. Inc. 69,454.0 3,663.0
655 Brea Canyon Road
Walnut, CA 91789-3010
Shearson Lehman Brothers, 1,300
Inc.
American Express Tower C
World Financial Center
New York, NY 10285
Shearson Lehman Hutton, 250
Inc.
American Express Tower C
World Financial Center
New York, New York 10285
15
<PAGE>
Shares of
Common
Stock
Issuable
Upon Shares of Common
Shares of Exercise of Stock Issuable Upon
Selling Common Series A Upon Exercise of
Security Holders Stock Warrants Lock-Up Warrants
---------------- ----- ------------ ----------------
Abraham Spiegal TR Anthony 6,396
D. Spiegal Trust #1 U/T
DTD 06 15 77
60 Broad Street, 13th Floor
New York, NY 10004-2306
Abraham Spiegel TR Evan S. 6,396
Spiegal Trust #1
DTD 06/15/77
60 Broad Street, 13th Floor
New York, New York 10004-2306
Teachers Insurance and 1,516,938.5 80,000.0
Annuity Association
of America
Attn: Securities Division
Attn: R. Chandy
730 Third Avenue
New York, New York 10017
Tricapital Ltd. 505,120.0 26,637.0
P.O. Box HM 152
Hamilton HM AX Bermuda
Charles A. Yamarone 400
11766 Wilshire Blvd.
Suite 870
Los Angeles, CA 90211
--------- -------- ---------
TOTALS 6,904,769.5 26,901 361,544.0
=========== ====== =========
- -----------------------
(a) Based upon filings with the Commission, Apollo Investment Fund, L.P. and
Lion Advisers, L.P. have indicated that they constitute a "group" within
the meaning of Rule 13d-5(b) under the Exchange Act.
(b) Lion Advisers, L.P. beneficially owns such securities for an account under
management.
16
<PAGE>
The following sets forth the nature of any position, office or other
material relationship which any of the Selling Securityholders has had within
the past three years with the Company. Daniel S. Gregory, a general partner of
Greylock Partners & Co., served as a director of the Company since its
organization in 1981 through January 3, 1991. Kevin N. Clowe, a director of the
Company since December 1991, is Assistant Treasurer and a corporate officer of
American International Group, Inc., an international insurance and financial
services company which serves as an investment advisor to TriCapital, Ltd. In
August 1992, in an arms-length transaction, the Company transferred all its
interest in its Westford, Massachusetts facility to an affiliate of Teachers
Insurance and Annuity Association of America, in exchange for consideration
including cancellation of $11 million in mortgage indebtedness plus accrued
interest. As part of the transaction, the Company leased back a portion of the
facility and continued its existing operations from the facility.
PLAN OF DISTRIBUTION
Any and all of the Securities offered hereby may be sold from time to
time to purchasers directly by the Selling Securityholders. Alternatively, the
Selling Securityholders may from time to time offer the Securities through
brokers, underwriters, dealers or agents, who may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Securityholders and/or the purchasers of Securities for whom they may act as
agent. The Selling Securityholders and any such underwriters, dealers or agents
that participate in the distribution of the Securities may be deemed to be
underwriters, and any profit on the sale of Securities by them and any
discounts, commissions or concessions received by any such underwriters, dealers
or agents might be deemed to be underwriting discounts and commissions under the
Securities Act. The Securities may be sold at varying prices determined at the
time of sale or at negotiated prices. Such prices will be determined by the
Selling Securityholders, or by agreement between the Selling Securityholders and
underwriters or dealers.
At the time a particular offer of Securities is made, to the extent
required, a Prospectus Supplement will be prepared by the Company based on
information provided by the Selling Securityholders and distributed, which will
set forth the number of Securities being offered and the terms of the offering,
including the name or names of any underwriters, dealers or agents, any
discounts, commissions or concessions allowed or reallowed or paid to dealers,
including the proposed selling price to the public.
In order to comply with certain states' securities laws, if
applicable, the Securities will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Securities may not be sold unless the Securities have been registered or
qualified for sale in such state or an exemption from registration or
qualification is available and such sale is made in compliance with the
exemption.
17
<PAGE>
361,544 of the Securities covered by this Prospectus are issuable upon
the exercise of warrants ("Lock-up Warrants") issued by the Company in
connection with the Refinancing pursuant to a Warrant and Registration Rights
Agreement dated as of July 21, 1993 (the "1993 Registration Rights Agreement").
The Lock-up Warrants were issued in consideration of the agreement of the
holders of 6,855,425.5 shares of Common Stock not to sell or otherwise dispose
of such shares for the six month period ended January 21, 1994. Pursuant to the
1993 Registration Rights Agreement, the Company has agreed to pay customary fees
and expenses in connection with registration of the shares of Common Stock
underlying the Lock-up Warrants pursuant to this Registration Statement of which
this Prospectus is a part, excluding any underwriting discounts, commissions and
expenses or counsel fees and expenses of any Securityholder. The Company has
also agreed to indemnify the holders of the Lock-up Warrants against certain
civil liabilities, including liabilities under the Securities Act. The Company
has agreed, subject to the terms of the 1993 Registration Rights Agreement, to
keep an effective registration statement in place with respect to the Lock-up
Warrants for a 30 month period.
2,310,924 of the Securities covered by this Prospectus are being
registered by the Company pursuant to a Registration Rights Agreement dated as
of May 6, 1993 (the "Bear Stearns Agreement") between the Company and Bear,
Stearns & Co. Inc. ("Bear Stearns"). Pursuant to the Bear Stearns Agreement,
the Company has granted Bear Stearns the right to make two "demand" registration
requests for the registration of the 2,310,924 Securities. Bear Stearns has
exercised one of these demand rights and these Securities have accordingly been
included in the Registration Statement of which this Prospectus is a part.
Under the Bear Stearns Agreement, Bear Stearns has agreed to reimburse the
Company for certain fees and expenses incurred by the Company in connection with
the registration of securities pursuant to the exercise of a demand right. The
Company has agreed to indemnify Bear Stearns against certain civil liabilities,
including liabilities under the Securities Act. Under the Bear Stearns
Agreement, the Company has agreed to keep an effective registration statement in
place for up to 180 days after its effective date.
4,544,501.5 of the Securities covered by this Prospectus are being
registered by the Company pursuant to a Registration Rights Agreement dated
March 3, 1992, as amended (the "1992 Registration Rights Agreement"). Pursuant
to the 1992 Registration Rights Agreement, the Company has agreed to pay
customary fees and expenses in connection with the Registration Statement of
which this Prospectus is a part, excluding any underwriting discounts,
commissions and expenses or counsel fees and expenses of any Securityholder.
The Company has also agreed to indemnify the holders of the Securities against
certain civil liabilities, including liabilities under the Securities Act. The
Company has agreed to keep an effective registration statement in place with
respect to such Securities until April 21, 1996.
26,901 of the Securities covered by this Prospectus are issuable upon
the exercise of Series A Warrants of the Company. These warrants were issued on
September 27, 1988 in connection with the private placement of senior
subordinated notes. These warrants have an exercise price of $4.62 per warrant
equivalent to $46.20 per share, subject to adjustment in certain events.
19
<PAGE>
Pursuant to a Registration Rights Agreement dated September 27, 1988 (the "1988
Registration Rights Agreement"), the Company has granted the holders of the
Series A Warrants certain piggy-back registration rights and has agreed to pay
customary fees and expenses in connection with registration of these Securities
pursuant to this Registration Statement of which this Prospectus is a part,
excluding underwriting discounts, commissions and expenses or counsel fees and
expenses of any Securityholder. The Company has also agreed under the 1988
Registration Rights Agreement to indemnify the holders of these Securities
against certain civil liabilities, including liabilities under the Securities
Act. The Series A Warrants expire on September 27, 1995.
LEGAL MATTERS
Certain legal matters arising in connection with this Offering will be
passed upon for the Company by Kevin J. Dell, Esq., Vice President, General
Counsel and Assistant Secretary of the Company. Mr. Dell beneficially owns
5,817 shares of Common Stock and holds options to purchase 33,099 shares of
Common Stock.
EXPERTS
The Company's Consolidated Financial Statements and Financial
Statement Schedules as of June 30, 1993 and June 30, 1992 and for each of the
years in the three-year period ended June 30, 1993 incorporated by reference in
this Prospectus and the Registration Statement of which this Prospectus is a
part have been audited by Coopers & Lybrand, independent accountants, as set
forth in their report. Such Financial Statements and Financial Statement
Schedules are set forth in reliance on the report of Coopers & Lybrand,
independent accountants, given on the authority of such firm as experts in
auditing and accounting.
20
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
-------------------------------------------
The estimated expenses of the issuance and distribution, all of which are
payable by the Registrant are as follows:
SEC Registration Fee $ 300
Legal Expenses 6,500
Accounting Expenses 4,500
NASD Listing Fee 8,000
Miscellaneous Expenses 1,000
--------
Total $20,300
========
Item 15. Indemnification of Directors and Officers.
-----------------------------------------
Reference is made to Section 145 of the General Corporation Law of the
State of Delaware under the law of which the Company is incorporated, which
provides for indemnification of directors and officers under certain
circumstances. Provisions for indemnification of directors and officers of the
Company are also contained in the Company's By-Laws, as amended. The Company
maintains an insurance policy covering its directors and officers against
certain liabilities, including liabilities under the Act and has established a
trust to supplement the policy by covering the deductible portion.
Item 16. Exhibits.
Exhibit No. Description
- ----------- -----------
4.1 Restated Certificate of Incorporation of the Company.(a)
4.2 Registration Rights Agreement dated March 3, 1992 between the Company
and the Selling Securityholders named therein.(b)
4.3 Registration Rights Agreement dated September 27, 1988 between the
Company and the Selling Securityholders named therein.(c)
II-1
<PAGE>
4.4 Warrant Termination Agreement dated February 19, 1992 between the
Company and the holders of Series A and Series C Warrants of the
Company named therein.(b)
4.5 Warrant Agreements dated September 27, 1988 between the Company and
Ameritrust Company, N.A. (f/k/a MTrust Company N.A.) in connection
with the Company's Series A and Series B Warrants.(c)
4.6 Form of Warrant and Registration Rights Agreement dated as of July 21,
1993 attached as an Annex to the "lock-up" agreements with the holders
of Convertible Preferred Stock that have entered into lock-up
agreements.(a)
4.7 Rights Agreement dated as of July 31, 1992 between the Company and The
First National Bank of Boston, as rights agent.(d)
4.8 Registration Rights Agreement dated as of May 6, 1993 between the
Company and Bear, Stearns & Co. (e)
5.0 Opinion of Kevin J. Dell, Esq.+
23.1 Consent of Coopers & Lybrand.
23.2 Consent of Kevin J. Dell, Esq. (see Exhibit 5.0).
- ------------------------------------------------------
+ Previously filed as an Exhibit to this Registration Statement.
(a) Incorporated herein by reference to the Exhibits to the Company's Amendment
No. 3 to Registration Statement on Form S-2 dated July 14, 1993 (No. 33-
62440).
(b) Incorporated herein by reference to the Exhibits to the Company's Amendment
No. 1 to Registration Statement on Form S-1 dated April 20, 1992 (No. 33-
45871).
(c) Incorporated herein by reference to Exhibit 4.5 of Item 16 of the Company's
Registration Statement on Form S-2 dated June 5, 1989 (No. 33-27776).
(d) Incorporated herein by reference to the Company's Current Report on Form 8-
K dated August 20, 1992 (File No. 0-13150).
(e) Incorporated by reference to the Exhibits to the Company's Amendment No. 1
to the Registration Statement on Form S-2 dated May 18, 1993 (No. 33-
62440).
II-2
<PAGE>
Item 17. Undertakings
------------
(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;
(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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, 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 purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference into 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 bone fide offering thereof.
II-3
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Oceanport, New Jersey, on February 4, 1994 .
CONCURRENT COMPUTER CORPORATION
By: /s/ Kevin J. Dell
--------------------------------------------
Kevin J. Dell
Vice President
General Counsel
and Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this amendment to
the Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Capacity
- ---- --------
/s/ John T. Stihl Chairman of the Board, President
- ------------------------- and Chief Executive Officer
John T. Stihl
/s/ James P. McCloskey Vice President, Finance and Treasurer,
- ------------------------ Chief Financial Officer and Chief Accounting
James P. McCloskey Officer
/s/ Phillip W. Ameson Director
- ------------------------
Phillip W. Arneson
/s/ Kevin N. Clowe Director
- --------------------------
Kevin N. Clowe
/s/ C. Forbes Dewey, Jr. Director
- --------------------------
C. Forbes Dewey, Jr.
Director
- ---------------------------
Morton E. Handel
/s/ Leonard N. Hecht Director
- ----------------------------
Leonard N. Hecht
/s/ Michael J. King Director
- ---------------------------
Michael J. King
/s/ Richard P. Rifenburgh Director
- ---------------------------
Richard P. Rifenburgh
Date: February 4, 1994
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
No. Description Page No.
- ------- ----------- --------
4.1 Restated Certificate of Incorporation of the Company.(a)
4.2 Registration Rights Agreement dated March 3, 1992 between
the Company and the Selling Securityholders named therein.(b)
4.3 Registration Rights Agreement dated September 27, 1988 between
the Company and the Selling Securityholders named therein.(c)
4.4 Warrant Termination Agreement dated February 19, 1992 between
the Company and the holders of Series A and Series C Warrants
of the Company named therein.(b)
4.5 Warrant Agreements dated September 27, 1988 between the Company
and Ameritrust Company, N.A. (f/k/a MTrust Company N.A.) in
connection with the Company's Series A and Series B Warrants.(c)
4.6 Form of Warrant and Registration Rights Agreement dated as of
July 21, 1993 attached as an Annex to the "lock-up" agreements
with the holders of Convertible Preferred Stock that have entered
into lock-up agreements.(a)
4.7 Rights Agreement dated as of July 31, 1992 between the Company
and The First National Bank of Boston, as rights agent.(d)
4.8 Registration Rights Agreement dated as of May 6, 1993 between the
Company and Bear, Stearns & Co. (e)
5.0 Opinion of Kevin J. Dell, Esq.+
23.1 Consent of Coopers & Lybrand.
23.2 Consent of Kevin J. Dell, Esq. (see Exhibit 5.0).
- ------------------------------------------------------
+ Previously filed as an Exhibit to this Registration Statement.
(a) Incorporated herein by reference to the Exhibits to the Company's Amendment
No. 3 to Registration Statement on Form S-2 dated July 14, 1993 (No. 33-
62440).
(b) Incorporated herein by reference to the Exhibits to the Company's Amendment
No. 1 to Registration Statement on Form S-1 dated April 20, 1992 (No. 33-
45871).
(c) Incorporated herein by reference to Exhibit 4.5 of Item 16 of the Company's
Registration Statement on Form S-2 dated June 5, 1989 (No. 33-27776).
(d) Incorporated herein by reference to the Company's Current Report on Form 8-
K dated August 20, 1992 (File No. 0-13150).
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
_____
We consent to the incorporation by reference in the registration statement of
Concurrent Computer Corporation on Form S-3 of our report dated August 20, 1993,
on our audit of the consolidated financial statements and financial statement
schedules of Concurrent Computer Corporation as of June 30, 1993 and 1992 and
for the three years in the period ended June 30, 1993, which report is included
in the Company's Annual Report on Form 10-K. We also consent to the reference
to our Firm under the caption "Experts."
/s/ Coopers & Lybrand
Parsippany, New Jersey
February 4, 1994
