NOTICE OF 1995 ANNUAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT
RETURN OF PROXY
Please complete, sign, date and return the enclosed proxy
promptly in the enclosed addressed envelope even if you plan
to attend the meeting. Postage need not be affixed to the
enclosed envelope if mailed in the United States. If you
attend the meeting and vote in person, the proxy will not be
used. The immediate return of your proxy will be of great
assistance in preparing for the meeting and is therefore
urgently requested.
Dear Fellow Stockholder:
It's my pleasure to invite you to attend the Concurrent
Computer Corporation 1995 annual meeting of stockholders to be
held at the Oyster Point Hotel, Red Bank, New Jersey, at 2:00
p.m., on Wednesday, November 1, 1995.
Your vote is important. To be sure your shares are voted at
the meeting, even if you plan to attend the meeting in person,
please sign and return the enclosed proxy card today. This will
not prevent you from voting your shares in person if you are able
to attend. Your cooperation is appreciated since a majority of
the outstanding Common Stock must be represented, either in
person or by proxy, to constitute a quorum.
If you plan to attend, please mark the enclosed proxy card
in the designated space and return it today.
We look forward to meeting with you and sharing our views on
the progress of Concurrent Computer Corporation.
JOHN T. STIHL
Chairman of the Board, President
and Chief Executive Officer
Oceanport, New Jersey
October 1, 1995
Notice of 1995 Annual Meeting of Stockholders
to be held Wednesday, November 1, 1995
The 1995 Annual Meeting of Stockholders of Concurrent
Computer Corporation will be held at the Oyster Point Hotel, Red
Bank, New Jersey, at 2:00 p.m., on Wednesday, November 1, 1995.
The Annual Meeting is being held to consider and act upon the
following matters:
1. To elect directors.
2. To ratify the selection by the Board of Directors of
Coopers & Lybrand as the Company's independent auditors
for the fiscal year ending June 30, 1996.
3. To transact such other business as may properly come
before the meeting or any adjournment of the meeting.
The Board of Directors has established September 22, 1995 as
the record date for the determination of stockholders entitled to
vote at the annual meeting. Only holders of Common Stock of
record at the close of business on that date will be entitled to
vote. A list of stockholders as of the record date will be
available for inspection by stockholders at the Company's
headquarters, 2 Crescent Place, Oceanport, New Jersey during
regular business hours in the ten-day period prior to the Annual
Meeting and at the place of the Annual Meeting on the day of the
meeting. The stock transfer books of the Company will remain
open.
All stockholders are cordially invited to attend the
meeting.
By order of the Board of Directors,
KEVIN J. DELL
Vice President, General Counsel
and Secretary
October 1, 1995
CONCURRENT COMPUTER CORPORATION
2 Crescent Place, Oceanport, New Jersey 07757
PROXY STATEMENT
This proxy statement and the proxy card are first being sent
to stockholders on or about October 1, 1995, and are furnished in
connection with the solicitation of proxies to be voted at the
1995 Annual Meeting of Stockholders of Concurrent Computer
Corporation (the "Company" or "Concurrent") to be held at the
Oyster Point Hotel, Red Bank, New Jersey, at 2:00 p.m. on
Wednesday, November 1, 1995.
Solicitation of Proxies
The enclosed proxy is solicited by the Board of Directors of
the Company and will be voted at the Annual Meeting and any
adjournments thereof by the proxy holders (John T. Stihl,
Chairman of the Board, President and Chief Executive Officer; and
Kevin J. Dell, Vice President, General Counsel and Secretary of
the Company) (the "Proxy Holders"). All proxies will be voted in
accordance with the instructions contained in the proxy, and if
no choice is specified, the proxies will be voted in favor of the
proposals set forth in the Notice of Annual Meeting (the
"Notice"), including the nominees for directors. Any proxy may be
revoked by a stockholder at any time before it is exercised by
delivering to the Company a later dated proxy or a written notice
of revocation, or by voting in person at the meeting.
All costs of solicitation of proxies will be borne by the
Company. In addition to solicitations by mail, the Company's
Directors, officers and employees, without additional
remuneration, may solicit proxies by telephone and personal
interviews. Brokers, custodians and fiduciaries will be requested
to forward proxy soliciting material to the owners of stock held
in their names, and the Company will reimburse them for their
related out-of-pocket expenses.
Voting Information
Only the holders of Common Stock of record at the close of
business on September 22, 1995 are entitled to vote at the
meeting. On that date 30,562,613 shares of Common Stock were
outstanding, each of which entitles the holder to one vote on
each matter properly to come before the meeting. A majority of
the outstanding shares will constitute a quorum at the meeting.
Abstentions and broker non-votes are counted for purposes of
determining the presence or absence of a quorum for the
transaction of business. All matters, other than the election of
directors, will be decided by the affirmative vote of a majority
of the shares present or represented at the meeting and entitled
to vote on that matter. Abstentions are counted in tabulations
of the votes cast on proposals presented to stockholders and,
consequently, have the same effect as a vote against a proposal,
whereas broker non-votes are not counted in tabulations of the
votes cast and, consequently, have no effect on determining
whether a proposal has been approved. With regard to the
election of directors, votes may be cast in favor or withheld.
Assuming the presence of a quorum, the seven nominees for
Director receiving the highest number of votes cast by
stockholders entitled to vote for the election of Directors shall
be elected.
1996 Stockholder Proposals
Proposals of stockholders for possible consideration at the
1996 Annual Meeting of Stockholders (expected to be held in
November 1996) must be received by the Secretary of the Company
at 2 Crescent Place, Oceanport, New Jersey, 07757 not later than
June 30, 1996 to be considered for inclusion in the proxy
statement for that meeting if appropriate for consideration under
applicable securities laws. The Company will consider
responsible recommendations by stockholders of candidates to be
nominated as directors of the Company. All such recommendations
must be in writing and addressed to the Secretary of the Company.
By accepting a stockholder recommendation for consideration, the
Company does not undertake to adopt or take any other action
concerning the recommendation or to give the proponent its
reasons for any action or failure to act.
ELECTION OF DIRECTORS
(Item 1 of Notice)
At the time of this proxy statement, the size of the
Board of Directors is seven Directors. All seven Directors are
nominees standing for reelection to the Board of Directors at the
Annual Meeting and have agreed to serve if elected. Directors
