SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
CyberGuard Corporation
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
231910100
(CUSIP Number)
Karen G. Fink, Esq.
Vice President, General Counsel and Secretary
Concurrent Computer Corporation
2101 West Cypress Creek Road
Fort Lauderdale, Florida 33309
(954) 974-1700
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Eric L. Cochran, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
December 11, 1996
(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: [ ]
CUSIP No. 231910100
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Concurrent Computer Corporation
I.R.S. Identification No. 04-2735766
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
[ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF
SHARES 7. SOLE VOTING POWER
BENEFICIALLY 342,178
OWNED BY
EACH 8. SHARED VOTING POWER
REPORTING 0
PERSON
WITH 9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
342,178
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
[ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.99%
14. TYPE OF REPORTING PERSON
CO
This Amendment No. 2 to Schedule 13D amends a
Schedule 13D previously filed on July 8, 1996, as amended
on August 28, 1996, with respect to shares of common
stock (the "CyberGuard Common Stock") of CyberGuard
Corporation, a Florida corporation (the "Issuer"), owned
by Concurrent Computer Corporation ("Concurrent"), a
Delaware corporation. Changes from the initial Schedule
13D are set forth in Rows 7, 9, 11 and 13 of the cover
page and in Item 5. These changes reflect the sale of
249,500 shares of CyberGuard Common Stock by Concurrent
on December 11, 12 and 13, 1996 as set forth on Annex A,
which sales surpassed one percent of the shares of
CyberGuard Common Stock outstanding as of September 30,
1996 upon the consummation of the sale of 95,000 shares
of CyberGuard Common Stock on December 11, 1996 (see
Annex A hereto).
Item 5. Interest in Securities of the Issuer.
(a)-(c) On December 11, 12 and 13, 1996, Concurrent sold
249,500 shares of Cyberguard Common Stock. As a result
of these sales, as of the date of this filing, Concurrent
had sole voting and dispositive power with respect to
342,178 shares of CyberGuard Common Stock. This amount
represents 4.99% of the shares outstanding as of
September 30, 1996.
(d) Not applicable.
(e) Following consummation of the sales of CyberGuard
Common Stock on December 13, 1996, Concurrent ceased to
be the beneficial owner of more than 5% of the CyberGuard
Common Stock.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
On December 9, 1996, Concurrent entered into an agreement
(the "Option Agreement") with Bear, Stearns & Co. Inc.
("Bear Stearns") pursuant to which Bear Stearns purchased
an option to acquire 300,000 shares of CyberGuard Common
Stock owned by Concurrent at a weighted average exercise
price of $9.74 per share. The Option Agreement expires
on June 9, 1997.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: August 28, 1996
Concurrent Computer Corporation
By: /s/Karen G. Fink
Karen G. Fink
Vice President, General Counsel
and Secretary
ANNEX A
SALES OF CYBERGUARD COMMON STOCK
BY CONCURRENT COMPUTER CORPORATION
TRADE DATE QUANTITY SALE PRICE
12/11/96 95,000 13
12/11/96 20,000 13 1/8
12/11/96 10,000 13 1/4
12/12/96 20,000 12 5/8
12/12/96 13,500 13 1/2
12/12/96 10,000 12 7/8
12/12/96 5,000 13 1/8
12/13/96 51,000 12
12/13/96 25,000 12 1/2
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, the undersigned certifies that the
information set forth in this statement is true, complete
and correct.
Dated: August 28, 1996
Concurrent Computer Corporation
By:
Karen G. Fink
Vice President, General Counsel
and Secretary
