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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
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 21, 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 the 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 five percent or less 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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CUSIP No. 206710 20 4 SCHEDULE 13D Page 2 of 5 Pages
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(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
CYBERGUARD CORPORATION
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(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
N/A
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- -
(3) SEC Use Only
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(4) SOURCE OF FUNDS*
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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(6) Citizenship or Place of Organization
FLORIDA
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(7) Sole Voting Power
Number of 3,311,700
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by NONE
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 3,311,700
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(10) Shared Dispositive Power
NONE
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person '
3,311,700
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11)
7.53
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(14) Type of Reporting Person*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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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 31,700 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, since the filing of
the last amendment to this Schedule 13D/A, shares in open
market or negotiated transactions in the amounts (net of
fees and commissions of sale) and on the dates as follows:
NUMBER DATE PRICE PER SHARE
1,900,000 shares August 21, 1996 $1.00
ITEM 5(D) None.
ITEM 5(E) None.
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 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
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
- ------- ------------------- ----------------
<S> <C> <C>
1.1 Purchase and Sale Agreement dated March Incorporated by reference to Annex A of the
26, 1996, as amended and restated as of May Definitive Proxy Statement on Schedule 14A
23, 1996 between Concurrent Computer of CyberGuard Corporation filed with the
Corporation and Harris Computer Systems Securities and Exchange Commission on May
Corporation 24, 1996 (File No. 0-24544)
1.2 Form of Share Holding Agreement dated June Incorporated by reference to Annex F of the
26, 1996 between Concurrent Computer Definitive Proxy Statement on Schedule 14A
Corporation and Harris Computer Systems of CyberGuard Corporation filed with the
Corporation Securities and Exchange Commission on May
24, 1996 (File No. 0-24544)
1.3 Form of Certificate of Designation, Incorporated by reference to Annex G of the
Preferences and Rights of Class B Convertible Definitive Proxy Statement on Schedule 14A
Preferred Stock filed CyberGuard Corporation with the
Securities and Exchange Commission on May
24, 1996 (File No. 0-24544)
</TABLE>
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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: September 9, 1996
CyberGuard Corporation
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Signature
by /s/ Brian Foremny
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Brian Foremny
General Counsel and Secretary
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