As filed with the Securities and Exchange Commission on July 15, 1994
Registration No. 33-
========================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM S-8
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
incorporation or organization) identification number)
-----------
Two Crescent Place
Oceanport, NJ 07757
(201)870-4500
(Address of principal executive offices)
Employee Stock Purchase Plan
1991 Restated Stock Option Plan
Retirement Savings Plan
(Full title of the plans)
KEVIN J. DELL
Vice President
General Counsel and Assistant 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, of agent for service)
-----------
<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
- ---------- -------------- ------------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock Issuable
Pursuant to Employee
Stock Purchase Plan 600,000 $2.08 $1,248,000 $ 430
Common Stock Issuable
Pursuant to 1991 Restated
Stock Option Plan 1,000,000 $2.08 $2,080,000 $ 717
Common Stock Issuable
Pursuant to Retirement
Savings Plan 350,000 $2.08 $ 728,000 $ 251
Total $1,398
=====
=============================================================================================================
(1) Pursuant to Rule 429, the prospectuses relating hereto also relate to shares previously registered
under Form S-8 Registration Statements No. 33-27017, 33-46385 and 33-54698.
(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 July 8, 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 employee benefit plans
referenced is effective (No. 33-54698). The contents of Registration
Statement No. 33-54698 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 July 14, 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
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/ James P. McCloskey Vice President, Finance and Treasurer
James P. McCloskey Chief Financial Officer and Chief
Accounting Officer
/s/ Phillip W. Arneson Director
Phillip W. Arneson
/s/ C. Michael Carter Director
C. Michael Carter
/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/ Leonard N. Hecht Director
Leonard N. Hecht
/s/ Richard P. Rifenburgh Director
Richard P. Rifenburgh
Date: July 14, 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.
24.2 Consent of Kevin J. Dell (contained in Exhibit 5.1).
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 1,950,000 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
Employee Stock Purchase Plan, 1991 Restated Stock Option Plan
and Retirement Savings Plan (the "Plans").
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 Plans have been
duly authorized and, upon issuance in accordance with the
provisions of the Plans, will be legally and validly issued,
fully paid and non-assessable.
<PAGE>
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
Assistant Secretary
Concurrent Computer
Corporation
KJD:mlm
mm361
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
of Concurrent Computer Corporation (the "Company") on Form S-8
of our report dated August 20, 1993, on our audits 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.
/s/ Coopers & Lybrand
Parsippany, New Jersey
July 15, 1994
