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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Concurrent Computer Corporation
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
206710 20 4
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(CUSIP Number)
Brian Foremny, Esq.
CyberGuard Corporation
2101 West Cypress Creek Road
Fort Lauderdale, Florida 33309
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 7, 1996
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(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
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<TABLE>
<CAPTION>
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CUSIP NO. 206710 20 4 Page 2 of 5
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<S> <C>
Names of Reporting Person
SS or ISA Identification Nos. of Above Person
1
CYBERGUARD CORPORATION
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Check the Appropriate Box if a Member of a Group*
2 (a)[ ]
N/A (b)[ ]
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SEC use only
3
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Source of Funds*
4
OO
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Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ]
5
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Citizenship or Place of Organization
6
FLORIDA
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Sole voting power
7
5,211,700
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Number of shares Shared voting power
beneficially 8 NONE
owned by each ------------------------------------------------------------------------------------
reporting person 9 Sole dispositive power
with 5,211,700
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Shared dispositive power
10
NONE
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Aggregate Amount Beneficially Owned by Each Reporting Person
11
5,211,700
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares* [ ]
12
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Percent of Class Represented by Amount in Row (11)
13
11.91%
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Type of Reporting Person*
14
CO
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</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of the Common Stock, par value $0.01
per share, (the "Shares") of Concurrent Computer Corporation, a Delaware
corporation. The principal executive offices of the Issuer are located at 2101
West Cypress Creek Road, Fort Lauderdale, Florida 33309
ITEM 2. IDENTITY AND BACKGROUND.
Item 2(a) CyberGuard Corporation, a Florida corporation,
formerly known as Harris Computer Systems Corporation
("CyberGuard")
Item 2(b) 2101 West Cypress Creek Road
Fort Lauderdale, Florida 33309
Item 2(c) CyberGuard is a leading manufacturer and marketer of
commercial network security products.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
CyberGuard acquired the Shares in connection with a
transaction (the "Transaction") pursuant to a Purchase and Sale Agreement dated
March 26, 1996, as amended and restated as of May 23, 1996, providing for the
sale to the Issuer of the assets of CyberGuard's real-time computer business
together with 683,178 shares of newly issued common stock of CyberGuard in
exchange for (i) 10,000,000 newly issued shares of common stock, par value $.01
per share, of the Issuer; (ii) convertible exchangeable preferred stock of the
Issuer paying a 9% cumulative annual dividend quarterly in arrears with a
liquidation preference of $8,200,000 (subject to adjustment under certain
circumstances); and (iii) the assumption by the Issuer of certain liabilities
of CyberGuard. The preferred stock of the issuer is convertible at the option
of CyberGuard into 3,280,000 shares of common stock of the Issuer.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4(a) CyberGuard does not intend to be a long-term holder
of securities of the Issuer and intends to divest itself of securities of the
Issuer.
Item 4(b) None.
Item 4(c) None.
Item 4(d) CyberGuard and the Issuer are parties to a Share
Holding Agreement dated June 27, 1996 pursuant to which CyberGuard has the
right to designate, and has so designated, three members of the board of
directors of the Issuer.
Item 4(e) None.
Item 4(f) None.
Item 4(g) None.
Item 4(h) None.
Item 4(i) None.
Item 4(j) None.
Page 3 of 5 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5(a) and (b) CyberGuard has sole investment and voting
power with respect to 1,931,700 shares of common stock of the Issuer.
CyberGuard has sole investment power with respect to 1,000,000 shares of
convertible exchangeable preferred stock of the Issuer, convertible at the
option of CyberGuard into 3,280,000 shares of common stock of the Issuer.
Item 5(c) Of the 10,000,000 shares of common stock of the
Issuer held by CyberGuard, CyberGuard has sold shares in open market or
negotiated transactions in the amounts and on the dates as follows:
<TABLE>
<CAPTION>
NUMBER DATE PRICE PER SHARE
<S> <C> <C>
2,000,000 shares June 27, 1996 $1.75
63,300 shares August 2, 1996 $1.125
5,000 shares August 6, 1996 $1.156
6,000,000 shares August 7, 1996 $1.00
</TABLE>
Item 5(d) None.
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Item 5(e) None.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
CyberGuard and the Issuer are parties to a Share Holding Agreement
dated June 26, 1996 with respect to the shares of common stock of each held by
the other as a result of the Transaction. The Share Holding Agreement contains
certain restrictions on transferability of the shares, standstill requirements
under certain circumstances, registration rights, voting restrictions and
provisions for mutual board representation. The Share Holding Agreement is as
an exhibit to this Schedule 13D/A.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following items are filed as Exhibits to this Schedule 13D/A:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION METHOD OF FILING
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<S> <C> <C>
1.1 Purchase and Sale Agreement dated March 26, Incorporated by reference to Annex A of the
1996, as amended and restated as of May 23, 1996 Definitive Proxy Statement on Schedule 14A of
between Concurrent Computer Corporation and CyberGuard Corporation filed with the Securities
Harris Computer Systems Corporation and Exchange Commission on May 24, 1996 (File
No. 0-24544)
1.2 Form of Share Holding Agreement dated June 26, Incorporated by reference to Annex F of the
1996 between Concurrent Computer Corporation and Definitive Proxy Statement on Schedule 14A of
Harris Computer Systems Corporation CyberGuard Corporation filed with the Securities
and Exchange Commission on May 24, 1996 (File
No. 0-24544)
1.3 Form of Certificate of Designation, Preferences Incorporated by reference to Annex G of the
and Rights of Class B Convertible Preferred Definitive Proxy Statement on Schedule 14A filed
Stock CyberGuard Corporation with the Securities and
Exchange Commission on May 24, 1996 (File No. 0-
24544)
</TABLE>
Page 4 of 5 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 15, 1996
CyberGuard Corporation
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Signature
by /s/ Robert L. Carberry
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Robert L. Carberry
Chairman, President and Chief Executive Officer
Page 5 of 5 Pages
