As filed with the Securities and Exchange Commission on November 8, 1994
Registration No. 33-
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Securities and Exchange Commission
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CONCURRENT COMPUTER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 04-2735766
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
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Two Crescent Place
Oceanport, NJ 07757
(908) 870-4500
(Address of principal executive offices)
1991 Restated Stock Option Plan
(Full title of the plans)
Kevin J. Dell
Vice President
General Counsel and Secretary
Concurrent Computer Corporation
Two Crescent Place
Oceanport, NJ 07757
(Name and address of agent for service)
(908) 870-4500
(Telephone number, including area code, or agent for service)
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<PAGE>
<TABLE><CAPTION>
CALCULATION OF REGISTRATION FEE
======================================================================================================
Title of each class Proposed Proposed maximum
of securities to be Amount to be maximum offering aggregate Amount of
registered registered(1) price per share (2) offering price (2) registration fee
<C> <C> <C> <C> <C>
Common Stock issuable
Pursuant to 1991 Restated
Stock Option Plan 850,000 $1.71875 $1,460,938 $504
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(1) Pursuant to Rule 429, the prospectus relating hereto also
relate to shares previously registered under Form S-8
Registration Statements No. 33-27017, 33-46385, 33-54698
and 33-54605.
(2) Pursuant to Rule 457(h) estimated on the basis of the average
of the closing bid and asked price of the Common Stock on
November 2, 1994.
</TABLE>
<PAGE>
This registration statement relates to the registration
of additional securities of the same class as other securities
for which a registration filed on this form relating to the 1991
Restated Stock Option Plan referenced is effective (No. 33-
54605). The contents of Registration Statement No. 33-54605 are
hereby incorporated by reference.
<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-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
Oceanport, New Jersey on November 3, 1994.
Concurrent Computer Corporation
By: /s/ Kevin J. Dell
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Kevin J. Dell
Vice President
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and as of the date indicated
below:
Name Capacity
---- --------
/s/ John T. Stihl Chairman of the Board, President
John T. Stihl and Chief Executive Officer
/s/ Roger J. Mason Vice President, Finance and Treasurer
Roger J. Mason Chief Financial Officer and Chief
Accounting Officer
/s/ Michael A. Brunner Director
Michael A. Brunner
/s/ Kevin N. Clowe Director
Kevin N. Clowe
/s/ C. Forbes Dewey Director
C. Forbes Dewey
/s/ Morton E. Handel Director
Morton E. Handel
/s/ Richard P. Rifenburgh Director
Richard P. Rifenburgh
/s/ Robert R. Sparacino Director
Robert R. Sparacino
Date: November 3, 1994
<PAGE>
Exhibit Index
Sequentially
Exhibit No. Description Numbered Page
5.1 Opinion of Kevin J. Dell as to the
legality of the securities being
registered
24.1 Consent of Coopers & Lybrand L.L.P.
24.2 Consent of Kevin J. Dell (contained
in Exhibit 5.1)
<PAGE>
Concurrent Computer Corporation
2 Crescent Place
Oceanport, New Jersey 07757
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I am the General Counsel of Concurrent Computer
Corporation, a Delaware corporation (the "Company"), and have
acted as such in connection with the preparation and filing of a
registration statement on Form S-8 with the Securities and
Exchange Commission (the "Registration Statement") for the
proposed offering of an aggregate of 850,000 shares (the
"Shares") of Common Stock ("Common Stock"), par value $0.01 per
share, reserved for issuance pursuant to the terms of the
Company's 1991 Restated Stock Option Plan (the "Plan").
In so acting, I have examined (originals or copies thereof,
certified or otherwise identified to my satisfaction) such
documents, corporate records, certificates of public officials
and of officers of the Company and other instruments and have
conducted such other investigations of fact and law as I have
deemed necessary or advisable to enable me to render the opinions
expressed herein.
Based on the foregoing, I am of the opinion that:
1. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of
Delaware.
2. The Shares being sold pursuant to the Plan have been
duly authorized and, upon issuance in accordance with the
provisions of the Plan, will be legally and validly issued, fully
paid and non-assessable.
Please be advised that I am admitted to practice law in the
States of New York and New Jersey and am familiar with the
General Corporation Law of the State of Delaware and do not
purport to be an expert in, and express no opinion herein
concerning, any law other than the laws of the States of New York
and New Jersey, the Federal law of the United States of America
and the General Corporation Law of the State of Delaware.
I consent to the filing of this opinion as an exhibit to
the Registration Statement and to the references to me in the
Registration Statement.
Sincerely,
/s/ Kevin J. Dell
Vice President
General Counsel and Secretary
Concurrent Computer Corporation
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Concurrent Computer Corporation (the "Company") on Form S-8
(File No. 33- ) of our report dated August 19, 1994, on our audits
of the consolidated financial statements and financial statement
schedules of Concurrent Computer Corporation as of June 30, 1994
and 1993, and for the three years in the period ended June 30,
1994, which report is included in the Company's Annual Report on
Form 10-K and which is incorporated by reference in this registration
statement by the incorporation by reference of the registration
statement on Form S-8 (File No. 33-54698).
/s/ Coopers & Lybrand L.L.P.
Parsippany, New Jersey
November 8, 1994
<PAGE>
November 8, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Concurrent Computer Corporation
Registration Statement on Form S-8
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Dear Sirs:
On behalf of Concurrent Computer Corporation (the
"Company"), we are filing by means of the EDGAR system a
Registration Statement on Form S-8 relating to 850,000 shares of
the Company's common stock which are being registered for
issuance under the Company's 1991 Restated Stock Option Plan.
Please call me if you should have any questions relating to
this filing.
Sincerely,
/s/ Kevin J. Dell
Vice President
General Counsel and Secretary
Concurrent Computer Corporation
