<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
Concurrent Computer Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
---------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
---------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------------
(3) Filing Party:
---------------------------------------------------------------------
(4) Date Filed:
---------------------------------------------------------------------
<PAGE> 2
[LOGO CONCURRENT COMPUTER CORPORATION]
NOTICE OF 1996 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.
<PAGE> 3
[LOGO CONCURRENT COMPUTER CORPORATION]
Dear Fellow Stockholder:
It's my pleasure to invite you to attend the Concurrent Computer
Corporation 1996 Annual Meeting of Stockholders to be held at the DoubleTree
Guest Suites, Fort Lauderdale, Florida, at 2:00 p.m., on Friday, November 8,
1996.
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.
E. COURTNEY SIEGEL
President and Chief
Executive Officer
Fort Lauderdale, Florida
October 1, 1996
<PAGE> 4
[LOGO CONCURRENT COMPUTER CORPORATION]
NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD FRIDAY, NOVEMBER 8, 1996
The 1996 Annual Meeting of Stockholders of Concurrent Computer Corporation
will be held at the DoubleTree Guest Suites, 555 N.W. 62nd Street, Fort
Lauderdale, Florida, at 2:00 p.m., on Friday, November 8, 1996. 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 KPMG Peat
Marwick LLP as the Company's independent auditors for the fiscal year
ending June 30, 1997.
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 20, 1996 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, 2101
West Cypress Creek Road, Fort Lauderdale, Florida, 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,
KAREN G. FINK
Vice President, General
Counsel and Secretary
October 1, 1996
<PAGE> 5
CONCURRENT COMPUTER CORPORATION
2101 WEST CYPRESS CREEK ROAD
FORT LAUDERDALE, FLORIDA 33309
---------------------
PROXY STATEMENT
This proxy statement and the proxy card are first being sent to
stockholders on or about October 1, 1996, and are furnished in connection with
the solicitation of proxies to be voted at the 1996 Annual Meeting of
Stockholders of Concurrent Computer Corporation (the "Company" or "Concurrent")
to be held at the DoubleTree Guest Suites, Fort Lauderdale, Florida, at 2:00
p.m. on Friday, November 8, 1996.
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 (E. Courtney Siegel, President and Chief Executive Officer; Daniel
S. Dunleavy, Vice President, Chief Financial Officer; and Karen G. Fink, 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 proxy bearing a later
date 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 20, 1996 are entitled to vote at the meeting. On that date 42,767,500
shares of Common Stock were outstanding, each of which entitles the holder to
one vote on each matter properly to come before the meeting. The presence, in
person or by proxy, of the holders of a majority of such outstanding shares will
constitute a quorum at the meeting. Abstentions and "broker non-votes" will be
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 eight nominees for Director
receiving the highest number of votes cast by stockholders entitled to vote for
the election of Directors shall be elected.
1997 STOCKHOLDER PROPOSALS
Proposals of stockholders for possible consideration at the 1997 Annual
Meeting of Stockholders (expected to be held in November 1997) must be received
by the Secretary of the Company at 2101 West Cypress Creek Road, Fort
Lauderdale, Florida 33309 not later than June 3, 1997 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.
<PAGE> 6
ELECTION OF DIRECTORS
(ITEM 1 OF NOTICE)
The authorized number of Directors is presently fixed at nine. Mr. Stihl
retired from the Board and as Chairman in September 1996. The Board, therefore,
intends to reduce the authorized number of Directors of the Company to eight
immediately prior to the 1996 Annual Meeting. The eight remaining Directors are
nominees standing for reelection to the Board of Directors at the Annual Meeting
and all have agreed to serve if elected. Directors will be elected to hold
office until the 1997 Annual Meeting and until their successors have been
elected and qualified. Unless a contrary direction is indicated on the proxy
card, the Proxy Holders will vote the proxies received by them for the nominees
or, in the event of a contingency not presently foreseen, for the election of
such substitute nominee(s), if any, as the Board of Directors may propose. On
June 27, 1996, the Company acquired the real-time business of Harris Computer
Systems Corporation ("HCSC", which has been renamed CyberGuard Corporation)
pursuant to the terms of the Purchase and Sale Agreement, dated as of March 26,
1996, as amended and restated on May 23, 1996, between HCSC and the Company (the
"Acquisition"). The Purchase and Sale Agreement provided that the Concurrent
Board shall take action to cause the number of directors comprising the full
board of directors to be nine persons, three of whom were to be designated by
HCSC (Messrs. James, Maguire and Siegel, "the Original HCSC Designees") and six
of whom were to be designees of Concurrent (Messrs. Brunner, Dewey, Handel,
Rifenburgh, Sparacino and Stihl). If any Original HCSC Designee shall decline or
be unable to serve, CyberGuard Corporation (f/k/a HCSC) shall designate a person
to serve in such person's stead (the Original HCSC Designees together with any
such alternate or alternates are herein referred to as the "CyberGuard
Designees"). From and after June 27, 1996 until at least September 30, 1997,
unless a majority of CyberGuard Designees then serving as Concurrent Directors
shall consent to a waiver, Concurrent shall maintain a Board of Directors
consisting of no more than nine Directors, three of whom shall be CyberGuard
Designees. There are no other arrangements or understandings between any nominee
and any other person pursuant to which he was or is to be selected as a Director
or nominee. None of the nominees nor any of the incumbent Directors is related
to any other nominee or Director or to any executive officer of the Company or
any of its subsidiaries by blood, marriage or adoption.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES.
Information on each Director's principal occupation and business experience
for at least the last five years and the name of other publicly held companies
in which he serves as a director is set forth below.
MICHAEL A. BRUNNER. Age 63 and a Director since November 1994. Mr. Brunner
is the former President, AT&T Federal Systems from 1986-1992, a division of AT&T
focused on federal communications and computer systems programs. He served in
additional management, operating, sales, accounting and personnel positions with
AT&T over a career spanning 37 years. Mr. Brunner serves as a Director of
Westell Technologies, Inc. and as a director and past Chairman of The Leonard
Center for Excellence in Engineering at Pennsylvania State University. He also
serves as a Director of three privately owned companies.
C. FORBES DEWEY, JR. Age 61 and one of the founders of the Company and a
Director since its organization in 1981. He is and has been a Professor of
Mechanical Engineering at the Massachusetts Institute of Technology since 1969.
Since 1984, he has been an Associate in Pathology at Brigham and Women's
Hospital in Boston, Massachusetts. He is Co-Director of the International
Consortium for Medical Imaging Technology.
MORTON E. HANDEL. Age 61 and a Director since June 1991. Mr. Handel is
President of S&H Consulting, Ltd., a privately held investment and consulting
company. From 1988 to 1990, he served as Chairman of the Board and Chief
Executive Officer of Coleco Industries, Inc., a publicly held company and
formerly a manufacturer of toys and games. Prior to that time, and from 1983, he
served as Executive Vice President and, from 1974 to 1983, as Chief Financial
Officer of Coleco. He is Vice Chairman, Board of Regents, University of Hartford
and serves as a Director of several not-for-profit entities.
C. SHELTON JAMES. Age 56 and a Director of Concurrent since the
Acquisition. Since May 1991, Mr. James has served as Chief Executive Officer of
Elcotel, Inc., a public company that manufactures
2
<PAGE> 7
telecommunications equipment. Mr. James is also President of Fundamental
Management Corporation, an investment management firm specializing in active
investment in small capitalization companies; he served as Executive Vice
President from 1990 to April 1993. Prior to 1990, Mr. James was Executive Vice
President of Gould, Inc., a diversified electronics company, and President of
Gould's Computer Systems Division. Mr. James is Chairman of the Board of
Directors of Elcotel, Inc. and is a director of CyberGuard Corporation, CSPI,
NAI Technologies, Inc., Fundamental Management Corporation and SK Technologies,
Inc.
MICHAEL F. MAGUIRE. Age 69 and a Director of Concurrent since the
Acquisition. Since 1984, Mr. Maguire has served as President, Director, and sole
shareholder of Maguire Investment Management, Inc., a management consulting
company. For more than 13 years, Mr. Maguire served as an executive at Harris
Corporation, most recently as Senior Vice President from 1979 to 1986. Mr.
Maguire is a director of CyberGuard Corporation, Paravant Computer Systems and
Autosight, Inc., as well as several non-profit corporations.
RICHARD P. RIFENBURGH. Age 64 and a Director since June 1991. Mr.
Rifenburgh is Chairman of the Board of Moval Management Corporation, a privately
held company specializing in restoring companies in financial distress. He is,
or in the past five years has been, a director of the following public
companies: Tristar Corporation (formerly known as Ross Cosmetics Distribution
Centers, Inc.) since June 1992 and Chairman since August 1992; Miniscribe
Corporation (manufacturer of disc drives for personal computers), Chairman and
CEO from 1989 to 1991; Library Bureau (manufacturer of library furniture) from
1976 to 1995 and CyberGuard Corporation since June 1996. His experience also
includes three years as a General Partner of Hambrecht & Quist Venture Partners;
one year as Chairman of the Board and CEO of GCA Corporation, a publicly held
manufacturer of semiconductor manufacturing equipment; founding Mohawk Data
Sciences Corporation, a publicly held manufacturer of computer equipment in 1964
and later serving as Chairman of the Board through 1974; and two years (1975 and
1976) as Chairman of the Board of the Communications and Computer Industry
Association.
E. COURTNEY SIEGEL. Age 46 and a Director since the Acquisition. He is
President and Chief Executive Officer of Concurrent. Mr. Siegel previously
served as Chairman, President and Chief Executive Officer of CyberGuard
Corporation since its spin-off from Harris Corporation in October 1994. Prior to
that time, and since 1990, Mr. Siegel served as Vice President and General
Manager of the Harris Computer Systems Division of Harris Corporation. Mr.
Siegel's 20 year career in the computer technology field includes serving as
Vice President of Standoff Weapons at Rockwell International Corp. and as Vice
President of Harris Government Support Systems Division's Orlando operations.
ROBERT R. SPARACINO. Age 68 and a Director since November 1994. Mr.
Sparacino is President, Sparacino Associates, Inc. (SAI) since 1982. SAI offers
management and venture capital consulting services primarily for high-technology
businesses. He is a member of the Board of Directors of Tristar Corporation
since June 1992 and Vice Chairman since August 1992. Mr. Sparacino's experience
includes four years as General Partner of a $125 million venture capital fund,
focused primarily on investments in technology companies; twelve years in
executive management positions with Xerox Corporation, including Corporate
Senior Vice President and Senior Vice President -- Information Products Group;
and nine years in engineering and research and development positions with
General Motors Corporation, including Director of Engineering and Director of
Research and Development of GM's major aerospace division. He has earned a Sc.D.
in Instrumentation from Massachusetts Institute of Technology.
CORPORATE GOVERNANCE
Concurrent is a corporation created and chartered under the laws of
Delaware. It is governed by a Board of Directors and its Committees. As
permitted under Delaware law and the Certificate of Incorporation and By-laws of
the Company, the Board of Directors has established and delegated certain
authority and responsibility to four standing committees: the Executive
Committee; the Audit Committee; the Finance Committee; and the Compensation
Committee. The Board annually reviews the membership of and the authority and
responsibility delegated to each Committee at the organizational meeting of
Directors immediately following the Annual Meeting of Stockholders. Mr. Siegel
is an ex officio member of all
3
<PAGE> 8
Committees of which he is not otherwise a member. From time to time as required,
the Chairman of the Board has the authority from the Board of Directors to
establish a nominating committee to recommend nominees to fill vacancies on the
Board, newly created directorships, and expired terms of Directors.
The current members of the Executive Committee are Messrs. Handel,
Rifenburgh and Siegel. The Committee has, to the extent legally permitted, the
power and authority of the Board of Directors in periods between meetings of the
full Board. No meetings of the Executive Committee were held during the
Company's fiscal year ended June 30, 1996. All matters that could have been
addressed by the Committee during the fiscal year were addressed by the full
Board of Directors.
The current members of the Audit Committee are Messrs. Rifenburgh
(Chairman), Brunner, Dewey, James and Maguire. The current principal
responsibilities of the Committee are to review the Company's financial
statements contained in filings with the Securities and Exchange Commission,
matters relating to the examination of the Company by its independent auditors,
accounting procedures and controls, and the use and security of the Company's
liquid assets through the review of the Treasurer's function, and to recommend
the appointment of independent accountants to the Board for its consideration
and approval subject to ratification by the stockholders. The Audit Committee
held four meetings during the fiscal year ended June 30, 1996.
The current members of the Finance Committee are Messrs. Handel (Chairman),
James, Rifenburgh and Sparacino. The current principal responsibilities of the
Committee are to review, appraise and recommend actions relating to the
Company's capital structure, to review the Company's compliance with financial
covenants in its financing documents, and to review capital needs and
expenditures, risk-management programs and financial performance of the
retirement savings plan. The Finance Committee held four meetings during the
fiscal year ended June 30, 1996.
The current members of the Compensation Committee are Messrs. Brunner
(Chairman), Handel, Maguire and Sparacino. The current principal
responsibilities of the Committee are to make recommendations with respect to
executive officer and senior management compensation and incentive compensation
programs and, subject to limitations, to administer the Company's stock option
plans, stock purchase plan and stock bonus plan, including the issuance of stock
in connection with the Company's retirement savings plan and incentive bonus
plans, and to review management development and succession programs. The
Compensation Committee held four meetings during the fiscal year ended June 30,
1996.
During the fiscal year ended June 30, 1996, there were eleven meetings of
the Board of Directors and twelve meetings of the standing committees of the
Board. All of the Directors attended more than 75% of the aggregate number of
meetings of the Board and the Committees on which they served during their
tenure.
DIRECTORS' COMPENSATION
Non-employee Directors receive a $15,000 annual retainer payable upon
election as Director of the Company at the Annual Meeting of Stockholders (and a
pro rata amount to any non-employee who becomes a Director of the Company
thereafter, payable at the time of becoming a non-employee Director), and $2,000
per meeting (including supplemental meetings in person with management where the
business to be conducted cannot be reasonably accomplished during any scheduled
meeting times and is necessary in furtherance of the required duties of a
Director) not to exceed $2,000 per day for attendance at Board, Committee and
supplemental meetings regardless of the number of meetings attended on a given
day, payable following such meetings. During fiscal 1996, the Board authorized
the payment of supplemental meeting fees for services provided in connection
with the negotiation and consummation of the Acquisition to each of the named
Directors as follows: Mr. Brunner -- $13,000; Mr. Dewey -- $2,000; Mr.
Handel -- $48,000; Mr. Rifenburgh -- $10,000; and Mr. Sparacino -- $4,000; and
$5,000 in connection with the development of a new product technology road map
to Mr. Dewey. Non-employee Directors who serve as chairman of Committees of the
Board of Directors receive $4,000 per annum, payable quarterly at the end of a
quarter.
4
<PAGE> 9
The Concurrent 1991 Restated Stock Option Plan currently provides that
options may not be granted to non-employee Directors except that each
non-employee Director as of the closing of the Acquisition received and each
individual who thereafter becomes a non-employee Director of Concurrent for the
first time will automatically receive an option to purchase 20,000 shares of
Concurrent Common Stock and on the date of each Annual Meeting of Concurrent
shareholders each non-employee Director will automatically receive an option to
purchase 3,000 shares of Concurrent Common Stock. The options are fully-vested
non-statutory options and are priced at 100% of the fair market value of
Concurrent Common Stock on the date of grant. In addition, each option
terminates, to the extent not exercised prior thereto, upon the earlier to occur
of (i) the tenth anniversary of the date of grant and (ii) the optionee's
removal or resignation (other than by reason of death or disability) as a member
of the Board.
EXECUTIVE COMPENSATION
The following table sets forth certain required summary compensation
information for services to the Company for the fiscal years ended June 30,
1996, 1995 and 1994, for (i) both Messrs. Stihl and Siegel, since each served as
chief executive officer of the Company at certain times during fiscal 1996, (ii)
Mr. Chapman, since he was among the four most highly compensated executive
officers for fiscal 1996, and (iii) Messrs. Mason and Cowie, who had they not
stepped down as of June 27, 1996 in connection with the Acquisition, would have
been among the four most highly compensated executive officers for fiscal 1996.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
AWARDS
------------
ANNUAL COMPENSATION SECURITIES
-------------------------- UNDERLYING ALL OTHER
NAME AND FISCAL SALARY BONUS OTHER OPTIONS COMPENSATION
PRINCIPAL POSITION YEAR ($)(A) ($)(B) ($)(C) (#)(D) ($)(E)
- -------------------------------------- ------ ------- ------- ------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
J.T. Stihl(f)......................... 1996 361,876 -- -- 20,636
former Chairman, President and Chief 1995 361,876 -- -- 651,212 25,633
Executive Officer 1994 324,960 -- 56,875 328,750 17,384
E.C. Siegel(g)........................ 1996 808 -- -- 1,250,000 --
President and Chief Executive
Officer
R.J. Mason(h)......................... 1996 198,288 -- -- -- 3,000
former Vice President, Finance and 1995 125,554 -- -- 180,000 933
Treasurer, Chief Financial Officer
G.E. Chapman(i)....................... 1996 151,268 -- -- 400,000 3,000
Vice President, International 1995 148,846 -- -- 141,900 3,836
Operations 1994 128,100 -- 14,000 67,000 2,893
D.S. Cowie(j)......................... 1996 148,845 -- -- -- --
former Vice President, Development 1995 148,845 -- -- 151,869 --
and Engineering 1994 133,670 -- 14,000 62,024 --
</TABLE>
- ---------------
(a) Includes commissions earnings for Mr. Chapman of $10,666 in fiscal 1994.
(b) No incentive compensation under the Company's Executive Bonus Plan for
fiscal 1996, 1995 or 1994 was earned or paid.
(c) None of the executive officers named in the Summary Compensation Table
received personal benefits in excess of the lesser of $50,000 or 10% of
total compensation for fiscal 1996, 1995 or 1994. The amounts reported
represent the dollar value of shares of Common Stock granted in respect of
achievement of corporate performance commitments for the quarters ended
March 31 and June 30, 1994 based on the $2.125 closing sale price of a
share on August 19, 1994, the effective date of the grant.
(d) For fiscal 1996, includes new equity participation options and performance
based options granted to executive officers serving in such capacity
following the Acquisition. For fiscal 1995, includes new stock
5
<PAGE> 10
option grants resulting from a stock option repricing program. The
repricing resulted in the following number of options repriced in fiscal
year 1995 for each of the named persons: Stihl (451,212), Chapman (71,900)
and Cowie (88,353). The number of options repriced also includes the
repricing of the following number of options previously granted in fiscal
year 1995 which number is excluded from the total number reflected in the
table to avoid double-counting: Stihl (31,100), Chapman (3,200) and Cowie
(13,000). For fiscal 1994, includes stock options in the following amounts
in consideration of an eight month deferral in annual merit salary
increases: Stihl (8,625), Cowie (3,450) and Chapman (1,800). For fiscal
1994, also includes performance based restricted stock options granted
under the Long-Term Incentive Compensation Plan for executive officers. The
named persons received stock options to purchase the following number of
shares: Stihl (100,000), Chapman (35,000) and Cowie (35,000).
(e) Represents the Company's matching contribution to the "401(k)" savings
feature during the year and annual contribution during the year for the
prior fiscal year in shares of Common Stock, based on the value of such
shares at the time of contribution, to such person under the Company's
Retirement Savings Plan, a defined contribution plan. For Mr. Stihl, the
amount also includes $15,550, $15,550 and $7,775 in each of fiscal years
1996, 1995 and 1994, respectively, paid by the Company as the premium for
$1 million in term life insurance and $2,086 as premium for a long-term
disability policy in each such year.
(f) On August 25, 1993, Mr. Stihl was elected to the positions of Chairman of
the Board, President and Chief Executive Officer. Mr. Stihl stepped down as
President and Chief Executive Officer on June 27, 1996, upon consummation
of the Acquisition, and as Chairman of the Board on September 13, 1996.
(g) Elected President and Chief Executive Officer on June 27, 1996, upon
consummation of the Acquisition. The compensation reported reflects only
the remaining three days of fiscal 1996.
(h) Elected an executive officer in October 1994. Stepped down as an executive
officer on June 27, 1996, upon consummation of the Acquisition.
(i) Elected an executive officer in January 1994.
(j) Elected an executive officer in August 1993. Stepped down as an executive
officer on June 27, 1996, upon consummation of the Acquisition.
6
<PAGE> 11
OPTION GRANTS
The following table shows all grants of stock options to the executive
officers named in the Summary Compensation Table during fiscal 1996. No stock
appreciation rights were granted during fiscal 1996.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
----------------------------- VALUE AT ASSUMED
PERCENT OF ANNUAL RATES OF STOCK
TOTAL OPTIONS PRICE APPRECIATION
GRANTED TO EXERCISE OR FOR OPTION TERM
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ---------------------
NAME GRANTED(#) FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
- ---------------------------- ------------ -------------- ----------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
J.T. Stihl.................. -- -- -- -- -- --
E.C. Siegel................. 1,000,000(a) 2.10 6/27/06 1,361,401 3,411,702
250,000(b) 2.10 6/27/06 340,350 852,925
--------- ---------
33.64% 1,701,751 4,264,627
R.J. Mason.................. -- -- -- -- -- --
G.E. Chapman................ 320,000(a) 2.10 6/27/06 435,648 1,091,745
80,000(b) 2.10 6/27/06 108,912 272,936
--------- ---------
10.76% 544,560 1,364,681
D.S. Cowie.................. -- -- -- -- -- --
</TABLE>
- ---------------
(a) The option to purchase 1,000,000 shares granted to Mr. Siegel and the
option to purchase 320,000 shares granted to Mr. Chapman were granted in
accordance with the Company's 1991 Restated Stock Option Plan. The term of
each stock option is 10 years and is exercisable in installments of
one-third over three years. The exercise price is the fair market value of
a share of Common Stock on the date of grant.
(b) The option to purchase 250,000 shares granted to Mr. Siegel and the option
to purchase 80,000 shares granted to Mr. Chapman were granted in accordance
with the Company's 1991 Restated Stock Option Plan and its Long-Term
Incentive Compensation Plan. The right to exercise the options is based
upon the degree of achievement of financial objectives over a three-year
period. The options vest 60% at the conclusion of the three-year period and
40% on the last day of the fiscal year following the conclusion of that
period, based upon achievement of the financial objectives.
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
The following table provides information with respect to the number and
value of unexercised options to purchase the Company's Common Stock held by the
executive officers named in the Summary Compensation Table at June 30, 1996.
None of the named executive officers exercised any options during fiscal 1996.
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT
AT FISCAL YEAR-END FISCAL YEAR-END(A)
------------------------------ ---------------------------
NAME EXERCISABLE(B) UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------------------- -------------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
J.T. Stihl.................................... 651,212 -- $ 583,409 --
E.C. Siegel................................... -- 1,250,000 -- --
R.J. Mason.................................... 120,000 -- 118,500 --
G.E. Chapman.................................. 141,900 400,000 139,675 --
D.S. Cowie.................................... 151,869 -- 147,151 --
</TABLE>
- ---------------
(a) Based on the fair market value of the Company's Common Stock on June 30,
1996 ($2.10).
(b) Includes options exercisable within 60 days of June 30, 1996.
No options were "repriced" during fiscal 1996.
7
<PAGE> 12
EXECUTIVE SEVERANCE AGREEMENTS
The Company has entered into employment agreements with its executive
officers. With the exception of the employment agreements with Messrs. Stihl and
Siegel and except as described below, these agreements contain generally the
same terms and provide for a base salary to be reviewed for increase annually
with such increases as shall be awarded in the discretion of the Board of
Directors. The agreements also provide for an annual bonus opportunity in a
target amount to be established by the Board of Directors at the recommendation
of the Compensation Committee, the actual amounts to be paid depending upon the
degree of achievement of various objectives reasonably consistent with the
Company's business plan to be established annually by the Board of Directors.
Employment under the employment agreements with executive officers of the
Company may be terminated by either the Company or the respective executive
officer at any time. In the event the executive officer voluntarily resigns
(except as described below) or is terminated for cause, compensation under the
employment agreement will end. In the event an agreement is terminated directly
by the Company without cause or in certain circumstances constructively by the
Company, the terminated employee will receive severance compensation for a
one-year period, in an annualized amount equal to the respective employee's base
salary then in effect plus an amount equal to the then most recent annual bonus
paid or, if determined, payable, to such employee.
Under the Employment Agreement dated August 25, 1993, as amended on
November 5, 1995, between Concurrent and Mr. Stihl (the "Stihl Employment
Agreement"), Mr. Stihl will continue to receive salary at an annualized rate of
no less than $365,000 through December 27, 1996, and other Company-paid employee
benefits, such as life insurance and medical and dental coverage, through
December 27, 1998. In lieu of any severance compensation which was otherwise due
and payable under the Stihl Employment Agreement, Mr. Stihl received proceeds of
$730,000 from the sale of shares of Concurrent Common Stock.
Concurrent and Mr. Siegel entered into an employment agreement dated as of
March 26, 1996 (the "Siegel Employment Agreement"), effective upon the
consummation of the Acquisition on June 27, 1996. The Siegel Employment
Agreement provides for the employment of Mr. Siegel as President and Chief
Executive Officer of Concurrent at an initial annual base salary of $300,000
subject to annual review by the Concurrent Board (or any committee delegated by
the Concurrent Board to review executive compensation). Pursuant to the Siegel
Employment Agreement, Mr. Siegel has been granted equity participation options
to purchase 1,000,000 shares of Concurrent Common Stock vesting over a
three-year period, and long-term incentive performance based options to purchase
up to 250,000 shares of Concurrent Common Stock vesting over a three-year period
based on Concurrent's achievement of certain performance objectives. The Siegel
Employment Agreement provides for Mr. Siegel to have an initial target bonus for
the achievement of certain performance objectives established by the Concurrent
Board, or a committee thereof, of 65% of his annual base salary, and subsequent
target bonuses that may be increased by no more than an additional 50% of the
initial target bonus.
The Concurrent Board may terminate the Siegel Employment Agreement for
"cause." The Siegel Employment Agreement defines "cause" as willful acts against
Concurrent intended to enrich Mr. Siegel at the expense of Concurrent, the
conviction of Mr. Siegel for a felony involving moral turpitude, willful and
gross neglect by Mr. Siegel of his duties or the intentional failure of Mr.
Siegel to observe policies of the Concurrent Board that have or will have a
material adverse effect on Concurrent. If the Siegel Employment Agreement is
terminated by Concurrent other than for "cause" or the death, disability or
normal retirement of Mr. Siegel or by Mr. Siegel for "good reason," Mr. Siegel
will receive severance pay of two times his annual base salary and two times his
target bonus as in effect immediately prior to termination, and at least
one-third of Mr. Siegel's stock options and stock appreciation rights, if any,
will be exercisable at termination. If Mr. Siegel's employment with Concurrent
is terminated within three years following a "change in control" by Concurrent
other than for "cause" or the death, disability or normal retirement of Mr.
Siegel or by Mr. Siegel for "good reason," Mr. Siegel will receive severance pay
of three times his annual base salary and three times his target bonus as in
effect immediately prior to termination, and all of Mr. Siegel's stock options
and stock appreciation rights, if any, will become exercisable at termination.
If Mr. Siegel's employment is terminated at
8
<PAGE> 13
any time by Concurrent for "cause" or by Mr. Siegel other than for "good
reason," the Siegel Employment Agreement prohibits Mr. Siegel from engaging in
any business competitive with the business of Concurrent for a one-year period
following the effective date of termination. If Mr. Siegel's employment is
terminated by Concurrent other than for "cause" or the death, disability or
normal retirement of Mr. Siegel or by Mr. Siegel for "good reason," other than
within three years of a "change in control," the Siegel Employment Agreement
prohibits Mr. Siegel from engaging in any business competitive with the business
of Concurrent for a two-year period following the effective date of termination.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
OVERVIEW AND PHILOSOPHY
The Company's primary objective is to maximize stockholder value over time
by developing and implementing a comprehensive business strategy. The
Compensation Committee's primary objective is to review compensation programs,
employee benefit plans, and personnel policies applicable to officers and other
members of senior management of the Company to assure that they support the
Company's objectives and are in the long-term interests of the stockholders. The
Compensation Committee reviews performance of executive officers and recommends
appropriate compensation, including cash and incentive compensation, and stock
option grants for approval by the Board. The Compensation Committee meets at
least quarterly. The Compensation Committee's overall compensation philosophy is
to provide rewards that (1) are linked to the achievement of Company and
individual performance objectives, (2) align employee interests with the
interests of its stockholders, (3) are sufficient to attract and retain needed,
high-quality employees, and (4) provide a mix of cash and potential stock
ownership tied to the immediate and long-term business strategy. The
Compensation Committee solicits and analyzes periodic reports from independent
consultants retained by management regarding the appropriateness of compensation
levels.
EXECUTIVE OFFICER COMPENSATION
The Compensation Committee uses the following key principles in
structuring, reviewing and revisiting compensation targets and packages of
executive officers:
- LONG-TERM AND AT-RISK FOCUS so that a significant portion of executive
officer pay is focused toward the achievement of strategic objectives and
maximization of stockholder value.
- MANAGEMENT DEVELOPMENT programs designed to successfully attract and
retain individuals who can maximize the creation of stockholder value, and
motivate employees to attain Company and individual performance
objectives.
- EQUITY AT-RISK LINK of Company performance and individual rewards to
instill ownership (stockholder) thinking. Recognition of individual
contributions toward achievement of specific business objectives as well
as overall Company results.
- COMPETITIVE POSITION of both base salary and total compensation with the
high technology computer industry.
COMPONENTS OF EXECUTIVE COMPENSATION
The four components of executive compensation are (1) base salary, (2)
annual incentive (bonus) awards, (3) equity participation and (4) long-term
incentive compensation.
BASE SALARY. Base salary is determined based on competitive factors and
individual and Company performance. It is targeted to be at approximately the
average of the high technology computer industry for comparable positions of
responsibility. Annual increases are intended to be consistent with individual
and Company performance and competitive with industry trends.
ANNUAL INCENTIVE (BONUS) AWARDS. At the beginning of each fiscal year, the
Compensation Committee establishes Company performance objectives for the fiscal
year and target bonus opportunities for each executive officer based on the
achievement of Company and individual performance objectives. The target
9
<PAGE> 14
bonus opportunity is a percentage of base salary initially established at the
time the person became an executive officer, generally 30 to 50% for executive
officers other than the chief executive officer and 65% for the chief executive
officer. The target bonus opportunity is reviewed periodically for increase
based on level of responsibility, potential contribution to the achievement of
Company objectives and competitive practices. Under recent plans, the target
bonus is earned 75% based on the achievement of Company performance objectives
set annually, for example, the achievement of a certain level of revenue and
before tax income or profitability, and 25% based on the achievement of
individual performance objectives tied to the Company's annual business plan.
Minimum thresholds of achievement are also established. Actual awards are
determined at the end of the fiscal year based on achievement of the established
Company and individual performance objectives. Based on corporate performance
results against targeted objectives, no annual incentive (bonus) awards were
earned or paid to any executive officer for fiscal year 1996.
EQUITY PARTICIPATION. Equity participation is in the form of stock option
grants with exercise prices equal to the fair market value of a share of Common
Stock at the effective date of grant. The Committee supports aggregate executive
officer equity participation in the range of 10% of outstanding equity and,
accordingly, the Board granted stock options to purchase an aggregate of
3,240,000 shares to the current eight executive officers serving in such
capacity following consummation of the Acquisition, including options to
purchase 1,000,000 shares to Mr. Siegel.
LONG-TERM INCENTIVE COMPENSATION. Long term incentive compensation is
distributed through the Company's Long-Term Incentive Compensation Plan (the
"LTIC Plan"). The objective of the LTIC Plan is to provide a strong recruitment
and retention device for employee executive officers that provides an incentive
for achievement of long-term financial strategic success of the Company. Cycles
for determining LTIC performance objectives and incentive compensation are
recommended by the Compensation Committee for approval by the Board. Target
performance objectives for each fiscal year during the cycle and extraordinary
performance objectives for the cycle are recommended by the Committee for
approval by the Board. The performance objectives are based on one or more
discrete financial objectives that are consistent with the Company's five-year
strategic plan.
The current cycle is the three fiscal years ending June 30, 1999. The
performance objectives for the cycle are based on net income. Incentive
compensation under the LTIC Plan is in the form of stock options for the
achievement of target performance objectives. Options to purchase an aggregate
of 810,000 shares have been granted under the LTIC Plan for the current 3-year
cycle through June 30, 1999 to the current eight executive officers of the
Company, including options to purchase 250,000 shares to Mr. Siegel. The right
to exercise the stock option is earned based on achievement of the target
performance objectives. The right to exercise that portion of the stock option
earned through achievement of the target performance objectives vests 60% on the
date the Board approves the financial statements for the last fiscal year in the
cycle (i.e., for the initial three-year cycle, FY'99) and 40% on the last day of
the fiscal year following the last fiscal year of the cycle (i.e., for the
initial three-year cycle, June 30, 2000). Except in certain limited
circumstances, an employee must be an employee of the Company at the time of
vesting in order to receive any incentive compensation earned during the cycle.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Siegel was elected to the position of President and Chief Executive
Officer of the Company upon consummation of the Acquisition on June 27, 1996.
His employment agreement with Concurrent provides for an initial annual base
salary of $300,000, subject to annual review. Upon his election he was granted
an equity participation stock option to purchase 1,000,000 shares of Common
Stock at an exercise price of $2.10, the fair market value on the date of grant.
The option vests over a three-year period on each annual anniversary. At the
same time, he was granted a long-term incentive performance based stock option
to purchase 250,000 shares of Common Stock under the LTIC Plan for the three
year cycle ending June 30, 1999.
Mr. Stihl stepped down as President and Chief Executive Officer of
Concurrent upon consummation of the Acquisition, remaining as Chairman until
September 1996. He received an annual base salary of $365,000 for fiscal 1996,
in accordance with the terms of his employment agreement with the Company which
did not
10
<PAGE> 15
permit any discretion in the payment of his salary, less two days without pay
imposed by the decision of management's executive committee on all U.S.
management employees in order to reduce expenses. The employment agreement with
Mr. Stihl provides for him to continue to be paid a salary at an annualized rate
of no less than $365,000 through December 27, 1996. There are no arrangements
for performance incentive bonuses. No annual performance incentive award (bonus)
was earned or paid to Mr. Stihl or any other executive officers of the Company
for fiscal 1996. Pursuant to the terms of the Purchase and Sale Agreement in
connection with the Acquisition and his employment agreement, Mr. Stihl was paid
$730,000 from proceeds of the sale of shares of Common Stock, to satisfy the
Company's obligation to Mr. Stihl for severance compensation in connection with
his termination from the positions of President and Chief Executive Officer. The
Purchase and Sale Agreement also provided for, and pursuant thereto, all stock
options outstanding immediately prior to consummation of the Acquisition were
fully vested and became exercisable in accordance with their terms.
CONCLUSION
The Compensation Committee believes the executive compensation policies and
programs serve the interest of the stockholders and the Company. The
Compensation Committee also believes the base salary amounts, bonus awards,
equity participation grants, and long-term incentive compensation for executive
officers have been linked to and are commensurate with Company performance and
individual efforts in achieving the strategic goals of the Company.
COMPENSATION COMMITTEE FOR FY'96
Michael A. Brunner, Chairman
Morton E. Handel
Robert R. Sparacino
11
<PAGE> 16
PERFORMANCE GRAPH
The graph below compares the total returns (assuming reinvestment of
dividends) of the Company's Common Stock, the NASDAQ Stock Market (U.S.
companies) and a peer group of companies determined by the Company. The graph
assumes $100 invested on June 30, 1991 in Concurrent Common Stock and each of
the indices.
COMPARISON OF FIVE YEAR-CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR
CONCURRENT COMPUTER CORPORATION
<TABLE>
<CAPTION>
CONCURRENT NASDAQ STOCK SELF-DETE
MEASUREMENT PERIOD COMPUTER MARKET (US RMINED PEER
(FISCAL YEAR COVERED) CORPORATION COMPANIES) GROUP
<S> <C> <C> <C>
06/28/91 100.0 100.0 100.0
06/30/92 42.5 120.10 71.4
06/30/93 77.5 151.10 89.1
06/30/94 37.5 152.5 65.3
06/30/95 50.0 203.6 112.2
06/28/96 60.0 261.4 96.4
</TABLE>
COMPANIES IN THE SELF-DETERMINED PEER GROUP
<TABLE>
<S> <C>
CONVEX COMPUTER CORP DATA GENERAL CORP
DIGITAL EQUIPMENT CORP ENCORE COMPUTER CORP
HARRIS COMPUTER SYSTEMS CORP PYRAMID TECHNOLOGY CORP
SEQUENT COMPUTER SYSTEMS INC SILICON GRAPHICS INC
STRATUS COMPUTER INC TANDEM COMPUTERS INC
</TABLE>
NOTES:
A. The lines represent monthly index levels derived from compounded daily
returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the
previous trading day.
C. If the monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading day is used.
D. The index level for all series was set to $100.00 on 06/28/91.
12
<PAGE> 17
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, to the knowledge of the Company, the
beneficial owners of more than 5% of the Company's securities as of September
20, 1996.
<TABLE>
<CAPTION>
PERCENTAGE OF
NAME AND ADDRESS NUMBER OF COMMON STOCK
OF BENEFICIAL OWNER SHARES OWNED OUTSTANDING
- -------------------------------------------------------------- -------------------- -------------
<S> <C> <C>
Cowen & Company(a)............................................ 2,357,050 common 5.5%
Financial Square
New York, New York 10005
CyberGuard Corporation(b)..................................... 31,700 common 5.6%(c)
2101 West Cypress Creek Road 1,000,000 preferred
Fort Lauderdale, Florida 33309
</TABLE>
- ---------------
(a) The information reported is based on Amendment No. 1 to Schedule 13G filed
by Cowen & Company with the Securities and Exchange Commission on February
13, 1996 and is as of December 31, 1995. Cowen & Company, an investment
advisor, reported that it exercises sole voting power and sole dispositive
power with respect to 200,000 shares, shared voting power with respect to
1,573,000 shares and shared dispositive power with respect to 2,157,050
shares.
(b) On June 27, 1996, Concurrent acquired all of the assets of the real-time
business of CyberGuard Corporation (f/k/a Harris Computer Systems
Corporation) together with 683,178 newly issued shares of CyberGuard in
exchange for (i) 10,000,000 shares of Concurrent Common Stock (which have
been sold by CyberGuard Corporation), (ii) 1,000,000 shares of non-voting
convertible exchangeable preferred stock with a 9% cumulative annual
dividend payable quarterly in arrears and a mandatory redemption value of
$6,263,000, and (iii) the assumption of certain liabilities.
(c) Assumes conversion of all shares of convertible exchangeable preferred stock
into Common Stock at $2.50 per share, subject to adjustment under certain
circumstances.
The following table sets forth for each nominee for Director, and each of
the persons named in the Summary Compensation Table, the number of shares and
percentage of Common Stock of the Company which he reported as beneficially
owned by him as of June 30, 1996, including the number of shares of Common Stock
he has the right to purchase during the 60 days thereafter (through August 29,
1996) upon the exercise of existing stock options. Except as otherwise noted,
the named individuals have sole voting and investment power with respect to such
shares.
<TABLE>
<CAPTION>
COMMON STOCK PERCENTAGE OF
BENEFICIALLY OWNED COMMON STOCK
NAME DIRECTLY OR INDIRECTLY OUTSTANDING
- ---------------------------------------------------------------- ---------------------- -------------
<S> <C> <C>
Michael A. Brunner(a)........................................... 23,000 *
George E. Chapman(b)............................................ 160,208 *
David S. Cowie(c)............................................... 158,458 *
C. Forbes Dewey, Jr.(d)......................................... 34,901 *
Morton E. Handel(a)............................................. 23,000 *
C. Shelton James(a)............................................. 20,000 *
Michael F. Maguire(a)........................................... 20,000 *
Roger J. Mason(e)............................................... 122,817 *
Richard P. Rifenburgh(f)........................................ 33,000 *
Robert R. Sparacino(a).......................................... 23,000 *
E. Courtney Siegel.............................................. -- *
John T. Stihl(g)................................................ 697,801 1.6%
Directors and current executive
officers as a group (15 persons)(h)........................... 337,109 *
</TABLE>
- ---------------
(a) Represents currently exercisable stock options.
(b) Includes options to purchase 141,900 shares.
(c) Includes options to purchase 151,869 shares.
13
<PAGE> 18
(d) Includes options to purchase 25,491 shares. Excludes 10 shares held by a
family member, as to which Mr. Dewey disclaims beneficial ownership.
(e) Includes options to purchase 120,000 shares.
(f) Includes options to purchase 23,000 shares.
(g) Includes options to purchase 651,212 shares.
(h) Includes 299,391 shares available for purchase under stock options granted
under the Company's 1991 Restated Stock Option Plan which are exercisable
within 60 days of June 30, 1996.
* Less than 1% of the Company's outstanding Common Stock.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who beneficially own more than ten percent
of a registered class of the Company's equity securities ("ten percent
stockholders"), to file reports of ownership of the Company's securities and
changes in such ownership with the Securities and Exchange Commission (the
"Commission"). Officers, directors and ten percent stockholders are required by
the Commission's regulations to furnish the Company with copies of all Section
16(a) forms they file.
Based solely upon its review of copies of such filings received by it and
written representations from certain reporting persons that no Form 5 was
required for those persons, the Company believes that during its fiscal year
ended June 30, 1996 all filing requirements applicable to its officers,
directors and ten percent stockholders were satisfied, except that Mr. Dewey
failed to report beneficial ownership of 300 shares which he inherited in 1993.
RATIFICATION OF AUDITORS
(ITEM 2 OF NOTICE)
Upon the recommendation of the Audit Committee, the Board of Directors has
selected the firm of KPMG Peat Marwick LLP, independent public accountants, as
auditors of the Company for the fiscal year ending June 30, 1997 and is
submitting the selection to stockholders for ratification. The firm of Coopers &
Lybrand L.L.P. served as auditors of the Company for the fiscal year ended June
30, 1996.
Representatives of KPMG Peat Marwick LLP and Coopers & Lybrand L.L.P. are
expected to be present at the Annual Meeting of Stockholders. They will have an
opportunity to make a statement if they desire to do so and will also be
available to respond to appropriate questions from stockholders.
CHANGE IN ACCOUNTANTS
On September 25, 1996, the accounting firm of KPMG Peat Marwick LLP was
selected to replace the accounting firm of Coopers & Lybrand L.L.P. as
independent accountants for the Company. Coopers & Lybrand L.L.P. was notified
of this decision on September 25, 1996. The decision to change auditors was
approved by the Board of Directors upon the recommendation of the Audit
Committee.
During the two most recent fiscal years, and subsequent interim periods,
there were no disagreements with the former accountants on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements (if not resolved to the satisfaction of
the former accountants) would have caused them to make reference in connection
with their report to the subject matter of the disagreements. The accountants'
report on the financial statements of the Company for each of the past two years
did not contain any adverse opinion or disclaimer of opinion and was not
qualified or modified as to uncertainty or audit scope or accounting principles.
During the two most recent fiscal years, and the subsequent interim
periods, the Company (or anyone on the Company's behalf) did not consult the
newly engaged accountants regarding either the application of
14
<PAGE> 19
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's financial
statements.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
OTHER MATTERS
(ITEM 3 OF NOTICE)
The Board of Directors does not know of any other matters which may come
before the meeting. However, if any other matters are properly presented to the
meeting, it is the intention of the Proxy Holders to vote, or otherwise to act,
in accordance with their judgment on such matters.
October 1, 1996
15
<PAGE> 20
Appendix A
CONCURRENT COMPUTER CORPORATION
PROXY SOLICITED BY BOARD OF DIRECTORS
FOR ANNUAL MEETING NOVEMBER 8, 1996
PROXY
The undersigned stockholder hereby appoints E. Courtney Siegal, Daniel S.
Dunleavy and Karen G. Fink, or any of them, attorneys and proxies for the
undersigned with power of substitution in each to act for and to vote, as
designated below, with the same force and effect as the undersigned, all shares
of Concurrent Computer Corporation Common Stock standing in the name of the
undersigned at the Annual Meeting of Stockholders to be held at the DoubleTree
Guest Suites, 666 N.W. 62nd Street, Fort Lauderdale, Florida at 2:00 p.m. on
November 8, 1996 and at any adjournments thereof.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL
GRANT AUTHORITY TO THE PROXY HOLDERS TO VOTE ON BEHALF OF THE UNDERSIGNED
STOCKHOLDER AND WILL BE VOTED "FOR" THE NOMINEES FOR DIRECTOR AND "FOR" THE
OTHER PROPOSAL.
IN THEIR DISCRETION, THE PROXY HOLDERS ARE AUTHORIZED TO VOTE ON SUCH OTHER
MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF. THE
PROXY WILL BE VOTED IN ACCORDANCE WITH THE PROXY HOLDERS' BEST JUDGMENT AS TO
ANY OTHER MATTER.
(Continued and to be signed on reverse side)
1. Election of Directors.
Nominees: Brunner, Dewey, Hendel, James, Maguire, Rifenburgh, Siegel,
Sparacino
/ / FOR / / WITHHELD
---------------------------------------
For all nominees except as noted above
2. Ratify KPMG Peat Marwick LLP as independent auditors for fiscal year 1997
/ / FOR / / AGAINST / / ABSTAIN
/ / MARK HERE FOR ADDRESS CHANGE AND
NOTE AT LEFT
/ / MARK HERE IF YOU PLAN TO ATTEND THE
MEETING
Dated ,1996
-------------------
-----------------------------
SIGNATURE
Please mark, date and sign
exactly as your name appears
hereon. Joint owners should
each sign. If the signer is a
corporation, please sign in
full corporate name by duly
authorized officer.
Executors, administrators,
trustees etc. should give
full title as such.
