January 24, 1996
Securities and Exchange Commission
Washington, D.C. 20549
RE: Concurrent Computer Corporation
Form 10-K/A (Amendment No. 1 to Form 10-K)
Dear SEC:
On behalf of Concurrent Computer Corporation, we are filing by
means of the EDGAR system an Amendment to Form 10-K for the
fiscal year ended June 30, 1995.
Please call me if you have any questions related to this filing.
Sincerely,
Kevin J. Dell
/s/ Kevin J. Dell
Vice President, General Counsel and Secretary
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A Amendment No. 1
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 or
15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 (Fee Required)
For the fiscal year ended June 30, 1995
_________ Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange act of 1934
(No Fee Required)
For the Transition Period From _________ to __________
Commission file number 0-13150
CONCURRENT COMPUTER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 04-2735766
(State of Incorporation) (I.R.S. Employer Identification
Number)
2 Crescent Place, Oceanport, NJ 07757, (908) 870-4500
(Address and telephone number of principal executive offices)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock (par value $0.01 per share)
(Title of class)
Indicate by check mark whether Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
As of September 22, 1995, there were 30,562,613 shares
of Common Stock outstanding. The aggregate market value of
shares of such Common Stock (based upon the last sale price
of $2.0625 of a share as reported for such date on the Nasdaq
National Market System) held by non-affiliates (i.e., shares
held by other than entities identified as beneficial owners of more
than 5% of the Common Stock and, without determining such status, including
shares held by directors and executive officers of the Company) was
approximately $56,503,579.
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Through inadvertent error, portions of Concurrent's Proxy
Statement, dated October 1, 1995, incorporated by reference to
the Form 10-K for the fiscal year ended June 30, 1995, were not
received electronically by the Securities and Exchange
Commission. Those portions incorporated by reference in Items
10, 11, 12 and 13 of the Form 10-K are produced in their entirety
herein and the Form 10-K is hereby amended to include the
information set forth below.
(EXCERPT FROM NOTICE OF 1995 ANNUAL MEETING OF STOCKHOLDERS AND
PROXY STATEMENT)
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
are elected to hold office until the 1996 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. There are no 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.
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 62 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. Served in
additional management, operating, sales, accounting and personnel
positions with AT&T over a career spanning 37 years.
Kevin N. Clowe. Age 44 and a Director since December 1991.
Mr. Clowe has been employed since 1986 at the American
International Group, Inc. ("AIG"), an international insurance and
financial services company. He is currently Assistant Treasurer
and a corporate officer of AIG. He also holds the following
positions with certain affiliates of AIG: Director of American
International Fund Distributors, a broker dealer; and Vice
President of AIG Capital Corp., a merchant banking/investment
manager.
C. Forbes Dewey, Jr. Age 60. Mr. Dewey is one of the
founders of the Company and is and has been 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, a non-profit network consortium
of thirteen laboratories worldwide.
Morton E. Handel. Age 60 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.
Richard P. Rifenburgh. Age 63 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 member of the Board of Directors 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; and Library Bureau (manufacturer of library
furniture) from 1976 to 1995. 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.
Robert R. Sparacino. Age 67 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 $125M 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 an Sc.D. in
Instrumentation from MIT.
John T. Stihl, Chairman. Age 62 and a Director since June
1991. In August 1993 he was elected to the positions of Chairman
of the Board, President and Chief Executive Officer. He joined
the Company in May 1991 as Executive Vice President and in April
1992 he was elected President and Chief Operating Officer. In
1988, after retiring as a Major General from the United States
Air Force, he was elected President and Chief Executive Officer
of G&H Technology, Inc., a subsidiary of Penn Central Corporation
which designs, develops, manufactures and markets
electromechanical components for the defense and aerospace
industries. His experience includes over 20 years in high level
executive positions with the United States Air Force managing
large scale telecommunications, computer and air traffic control
operations, including from 1986 to 1988, commander (CEO), Air
Force Communications Command, Scott Air Force Base. Prior to his
retirement, he had been an officer in the United States Air Force
since 1955.
As noted above, Mr. Rifenburgh served as a member of the
Board of Directors and as a director and executive officer of
Miniscribe Corporation from 1989 to 1991 and as a director of
Library Bureau, Inc. from 1976 to 1995. He also served as
Chairman of the Board and CEO of Ironstone Group, Inc. (a public
holding company) from 1988 to 1990. Mr. Sparacino served as
director of Miniscribe from 1989 to 1991. Miniscribe filed for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in
1990 and Ironstone and Library Bureau similarly filed for
reorganization in 1991 and 1993, respectively. Miniscribe
subsequently converted its reorganization into a liquidation
under Chapter 7 of the U.S. Bankruptcy Code and is currently in
liquidation. Ironstone completed its reorganization in August
1993. Library Bureau continues in reorganization.
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 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. 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.
Stihl (Chairman), Handel and Rifenburgh. 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, 1995. 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, Clowe and Dewey. The current
principal responsibilities of the Committee are to review the
Company's financial statements contained in filings with the
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
Company's fiscal year ended June 30, 1995.
The current members of the Finance Committee are Messrs.
Handel (Chairman), Clowe, 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 three meetings during the Company's fiscal year ended June
30, 1995.
The current members of the Compensation Committee are
Messrs. Brunner (Chairman), Handel 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 two meetings during the fiscal year ended June 30, 1995.
During the fiscal year ended June 30, 1995, the Board of
Directors held six meetings. All nominees attended at least 75%
of the aggregate number of meetings of the Board of Directors and
the Committees of which they were members held during their
tenure.
Director 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 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 --
representing $2,000 in fees for one supplemental meeting
involving three Directors in fiscal year 1995) 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. 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. No compensation is paid to Mr. Stihl for
services as a Director.
The Company's Stock Option Plan provides for the automatic
grant, upon the election of a non-employee to the Board of
Directors, of an option to purchase 3,000 shares of Common Stock
at an exercise price equal to the fair market value of a share of
Common Stock on the date of grant. On their date of election,
Messrs. Brunner, Clowe, Handel, Rifenburgh and Sparacino were
each granted options to purchase 3,000 shares of Common Stock at
an exercise price equal to 100% of the fair market value of the
Common Stock on the date of grant (i.e., $1.79 for Messrs.
Brunner and Sparacino, $5.00 for Messrs. Handel, and Rifenburgh
and $5.90 for Mr. Clowe). Prior to the adoption of the Plan, Mr.
Dewey was granted an option to purchase 10,000 shares of Common
Stock at an exercise price equal to par value, $0.01, upon the
founding of the Company and his election in 1981. As a result of
the Company's one-for-ten reverse stock split in February 1992,
this option represents an option to purchase 1,000 shares at an
exercise price of $0.10 per share. All options held by directors
with an exercise price greater than $1.35 were repriced to $1.35
pursuant to the March 1995 stock option repricing program. (See
Stock Option Repricing Program.)
Executive Compensation
The following table sets forth information with respect to
the compensation of the chief executive officer and each of the
other four most highly compensated executive officers of the
Company for fiscal year 1995 for services in all capacities to
the Company for fiscal years 1993, 1994 and 1995 beginning with
the year in which they became an executive officer.
<TABLE>
Summary Compensation Table
<CAPTION>
Long Term Compensation
Annual Compensation Awards
Name Securities
and Underlying All Other
Principal Fiscal Salary Bonus Other Options Compensation
Position Year ($) (a) ($) (b) ($)(c) (#)(d) ($) (e)
<S> <C> <C> <C> <C> <C> <C>
J.T. Stihl (f) 1995 375,409 - - 651,212 25,633
Chairman, President and 1994 324,960 - 58,875 328,750 17,384
Chief Executive Officer 1993 219,177 93,985 - 45,200 5,927
C.D. McWatters(g) 1995 157,668 - 14,267 137,300 2,565
Vice President, 1994 - - - - -
North American Field 1993 - - - - -
Operations
D.S. Cowie (h)
Vice President,Development 1995 152,891 - - 151,869 -
and Engineering 1994 133,670 - 14,000 62,024 -
1993 - - - - -
G.E. Chapman (i) 1995 148,846 - - 141,900 3,836
Vice President, 1994 128,100 - 14,000 67,000 2,893
International Field 1993 - - - - -
Operations
R.S. Kovarcik (j) 1995 146,730 - - 139,774 4,083
Vice President, 1994 131,333 - 6,375 57,510 3,859
Manufacturing and 1993 - - - - -
Logistics
(a) Includes commissions earnings: for Mr. McWatters, $14,266
in 1995 and for Mr. Chapman $10,666 in 1994.
(b) Shows awards of incentive compensation under the Company's
Executive Bonus Plan (EBP). No incentive compensation under
the EBP for fiscal years 1994 and 1995 was earned or paid.
(c) Shows 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 1995, includes new stock option grants resulting from
the 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),
McWatters (67,300), Cowie (88,353), Chapman (71,900), and
Kovarcik (69,774). 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), McWatters (43,300),
Cowie (13,000), Chapman (3,200) and Kovarcik (3,000). For
fiscal year 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), Chapman (1,800) and Kovarcik (1,610). For 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), McWatters (35,000), Cowie (35,000), Chapman
(35,000) and Kovarcik (35,000).
(e) Includes 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, includes $15,550 paid by the Company as the
premium for $1 million in term life insurance and $2,086
paid by the Company for a long-term disability policy.
(f) On August 25, 1993, Mr. Stihl was elected to the positions
of Chairman of the Board, President and Chief Executive
Officer. Prior to his election, Mr. Stihl served as
President and Chief Operating Officer of the Company since
April 1992.
(g) Elected an executive officer in November 1994.
(h) Elected an executive officer in August 1993.
(i) Elected an executive officer in January 1994.
(j) Elected an executive officer in June 1994.
</TABLE>
Option Grants
The following table shows all grants in fiscal year 1995 of
stock options under the Company's 1991 Restated Stock Option Plan
(the "Stock Option Plan") to the executive officers named in the
Summary Compensation Table. All options shown below with an
exercise price of $1.35 represent a repricing of previously
granted stock options, including the first shown option(s)
granted for each person with an exercise price of $2.125 and
$1.7188. No stock appreciation rights were granted during fiscal
year 1995.
<TABLE>
Option Grants in Last Fiscal Year
<CAPTION>
Potential Realizable Value
Percent of Total at Assumed Annual
Options Granted to Exercise or Rates of Stock Price
Options Employees in Fiscal Base Price Expiration Appreciation for Option Term
Name Granted Year ($/share)(b) Date 5% ($) 10% ($)
<S> <C> <C> <C> <C> <C> <C>
J.T. Stihl 31,100 (a) 2.125 N/A N/A N/A
15,000 1.35 05/03/01 1,366 8,656
26,187 1.35 06/20/01 2,491 15,389
15,000 1.35 04/30/02 2,356 11,298
35,200 1.35 07/31/02 6,186 28,313
10,100 1.35 08/25/03 2,600 10,457
64,969 1.35 08/25/03 16,722 67,262
135,031 1.35 08/25/03 34,754 139,798
10,000 1.35 08/25/03 2,574 10,353
8,625 1.35 01/28/04 2,512 9,785
66,055 1.35 06/23/04 21,375 81,315
33,945 1.35 06/23/04 10,984 41,787
31,100 1.35 08/19/04 10,462 39,488
200,000 0.875 05/03/05 110,057 278,905
682,312 21.9% 224,439 742,806
C.D. 2,300 (a) 2.125 N/A N/A N/A
McWatters 6,000 (a) 1.7188 N/A N/A N/A
35,000 (a) 1.7188 N/A N/A N/A
3,000 1.35 11/03/03 817 3,237
21,000 1.35 01/28/04 6,116 23,824
2,300 1.35 08/19/04 774 2,920
6,000 1.35 11/03/04 2,122 7,933
35,000 1.35 11/03/04 12,377 46,278
70,000 0.875 05/03/05 38,520 97,617
180,600 5.8% 60,726 182,456
D.S. Cowie 3,000 (a) 2.125 N/A N/A N/A
10,000 (a) 2.125 N/A N/A N/A
1,345 1.35 11/15/00 72 647
2,700 1.35 12/09/01 348 1,827
2,800 1.35 07/31/02 492 2,252
1,125 1.35 08/25/03 290 1,165
20,000 1.35 08/25/03 5,148 20,706
100 1.35 08/25/03 26 104
2,349 1.35 08/25/03 605 2,432
3,450 1.35 01/28/04 1,005 3,914
35,000 1.35 06/23/04 11,326 43,086
3,000 1.35 08/19/04 1,009 3,809
10,000 1.35 08/19/04 3,364 12,697
70 000 0.875 05/03/05 38,520 97,617
164,869 5.3% 62,205 290,256
G.E. Chapman 3,200 (a) 2.125 N/A N/A N/A
1,700 1.35 07/31/02 299 1,367
200 1.35 08/25/03 51 207
30,000 1.35 01/28/04 8,738 34,034
1,800 1.35 01/28/04 524 2,042
35,000 1.35 06/23/04 11,326 43,086
3,200 1.35 08/19/04 1,076 4,063
70,000 0.875 05/03/05 38,520 97,517
145,100 4.7% 60,534 182,416
R.S.
Kovarcik 3,000 (a) 2.125 N/A N/A N/A
2,500 1.35 09/16/01 281 1,582
100 1.35 09/16/01 11 63
4,364 1.35 09/16/01 490 2,761
2,300 1.35 07/31/02 404 1,850
900 1.35 08/25/03 232 932
1,610 1.35 01/28/04 469 1,827
35,000 1.35 06/23/04 11,326 43,086
20,000 1.35 06/23/04 6,472 24,620
3,000 1.35 08/19/04 1,009 3,809
70,000 0.875 05/03/05 38,520 97,617
142,774 4.6% 59,214 178,147
(a) Cancelled as a result of the March 1995 Stock Option
Repricing Program.
(b) Represents an exercise price not less than the fair market
value of a share of Common Stock on the effective date of
grant.
</TABLE>
Option Exercises and Fiscal Year-End Values
The following table provides information as to the number
and value of unexercised options to purchase the Company's Common
Stock held by the named executive officers at June 30, 1995.
None of the named executive officers exercised any options during
fiscal year 1995.
Fiscal Year-End Option Values
Name Number of Unexercised Value of Unexercised
Options at In-the-Money Options at
Fiscal Year-End Fiscal Year-End (a)
Exercisable (b)Unexercisable Exercisable Unexercisable
J.T. Stihl 185,668 465,544 $213,519 $630,376
C.D.
McWatters 8,198 129,101 $9,428 $181,716
D.S.
Cowie 18,906 133,762 $20,822 $153,827
G.E.
Chapman 13,096 128,803 $15,060 $181,373
R.S.
Kovarcik 14,236 125,538 $17,370 $199,621
(a) Based on the fair market value of the Company's Common Stock
on that date ($2.50).
(b) Includes options exercisable within 60 days of Fiscal Year-
End.
Stock Option Repricing Program
On March 1, 1995, the Board of Directors approved a Stock
Option Repricing Program. All options held by employees and
Directors were repriced effective March 1, 1995 to $1.35 (the net
asset book value as of December 31, 1994, the latest publicly
released balance sheet). The fair market value on March 1, 1995
was $1.12 based on the closing sale price. The new options
retained all other terms of the previously granted options and,
accordingly, there was no change to the vesting or term of the
option. The table below presents the required disclosure of all
options held by executive officers repriced during the last 10
completed fiscal years.
<TABLE>
Ten-Year Option/SAR Repricings
<CAPTION>
Number of Length of
Securities Market Price Original Option
Underlying of Stock at Exercise Price Term Remaining
Options/SARs Time of at time of New at Date of
Repriced or Repricing or Repricing or Exercise Repricing or
Amended Amendment Amendment Price Amendment
Name Date # (a) $ (a) $ (a) $ (a)
<S> <C> <C> <C> <C> <C> <C>
John T. 8/25/93 10,000 3.31 3.75 3.31 9.7
Stihl 3/1/95 15,000 1.06 4.38 1.35 6.2
3/1/95 26,187 1.06 4.63 1.35 6.3
3/1/95 15,000 1.06 2.13 1.35 7.2
3/1/95 35,200 1.06 3.31 1.35 7.4
3/1/95 10,100 1.06 3.31 1.35 8.5
3/1/95 64,969 1.06 3.31 1.35 8.5
3/1/95 135,031 1.06 3.31 1.35 8.5
3/1/95 10,000 1.06 1.63 1.35 8.5
3/1/95 8,625 1.06 1.78 1.35 8.9
3/1/95 66,055 1.06 1.78 1.35 9.3
3/1/95 33,945 1.06 2.13 1.35 9.3
3/1/95 31,100 1.06 1.69 1.35 9.5
George E.3/1/95 1,700 1.06 2.13 1.35 7.4
Chapman 3/1/95 200 1.06 3.31 1.35 8.5
3/1/95 30,000 1.06 1.63 1.35 8.9
3/1/95 1,800 1.06 1.63 1.35 8.9
3/1/95 35,000 1.06 1.78 1.35 9.3
3/1/95 3,200 1.06 2.13 1.35 9.5
David S.11/22/89 1,081 25.63 45.00 25.63 8.9
Cowie 11/22/89 264 25.63 47.50 25.63 9.7
11/15/90 1,345 1.88 26.63 1.88 9.0
8/25/93 100 3.31 4.38 3.31 9.8
8/25/93 2,349 3.31 4.38 3.31 9.8
3/1/95 1,345 1.06 2.13 1.35 5.7
3/1/95 2,700 1.06 1.88 1.35 6.8
3/1/95 2,800 1.06 2.81 1.35 7.4
3/1/95 1,125 1.06 2.13 1.35 8.5
3/1/95 20,000 1.06 3.31 1.35 8.5
3/1/95 100 1.06 3.31 1.35 8.5
3/1/95 2,349 1.06 3.31 1.35 8.5
3/1/95 3,450 1.06 3.31 1.35 8.9
3/1/95 35,000 1.06 1.63 1.35 9.3
3/1/95 3,000 1.06 1.78 1.35 9.5
3/1/95 10,000 1.06 2.13 1.35 9.5
Kevin J.11/22/89 400 25.63 45.00 25.63 8.9
Dell 11/22/89 750 25.63 47.50 25.63 9.7
11/15/90 1,150 1.88 25.63 1.88 9.0
11/15/89 1,000 1.88 17.50 1.88 9.4
8/25/93 1,000 3.31 4.38 3.31 7.8
8/25/93 100 3.31 4.38 3.31 7.8
8/25/93 5,499 3.31 4.38 3.31 7.8
3/1/95 2,150 1.06 1.88 1.35 5.7
3/1/95 2,150 1.06 2.13 1.35 7.4
3/1/95 1,000 1.06 3.75 1.35 8.2
3/1/95 1,500 1.06 3.31 1.35 8.5
3/1/95 20,000 1.06 3.31 1.35 8.5
3/1/95 100 1.06 3.31 1.35 8.5
3/1/95 5,400 1.06 3.31 1.35 8.5
3/1/95 1,000 1.06 3.31 1.35 8.5
3/1/95 3,325 1.06 1.63 1.35 8.9
3/1/95 25,000 1.06 1.78 1.35 9.3
3/1/95 3,300 1.06 2.13 1.35 9.5
3/1/95 3,000 1.06 2.13 1.35 9.5
Robert J. 3/1/95 100 1.06 4.38 1.35 6.5
Kovarcik 3/1/95 4,364 1.06 4.38 1.35 6.5
3/1/95 2,300 1.06 2.13 1.35 7.4
3/1/95 900 1.06 3.31 1.35 8.5
3/1/95 1,610 1.06 1.63 1.35 8.9
3/1/95 35,000 1.06 1.78 1.35 9.3
3/1/95 20,000 1.06 1.78 1.35 9.3
3/1/95 3,000 1.06 2.13 1.35 9.3
Roger J. 3/1/95 30,000 1.06 1.72 1.35 9.7
Mason 3/1/95 30,000 1.06 1.72 1.35 9.7
Charles R.3/1/95 30,000 1.06 1.72 1.35 9.7
Maule 3/1/95 35,000 1.06 1.72 1.35 9.7
C. Dennis 3/1/95 3,000 1.06 3.00 1.35 8.7
McWatters 3/1/95 21,000 1.06 1.63 1.35 8.9
3/1/95 2,300 1.06 2.13 1.35 9.5
3/1/95 6,000 1.06 1.72 1.35 9.5
3/1/95 35,000 1.06 1.72 1.35 9.5
David L. 3/1/95 30,000 1.06 1.69 1.35 9.2
Vienneau 3/1/95 25,000 1.06 1.78 1.35 9.3
3/1/95 3,000 1.06 2.13 1.35 9.5
(a) For transactions prior to February 7, 1992, the number of
securities, market price and exercise price have
been adjusted to reflect the one-for-ten reverse stock split
effective that date.
</TABLE>
Severance Arrangements
The Company has entered into employment agreements with its
executive officers. With the exception of the employment
agreements with Mr. Stihl 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
agreements will end. In the event an agreement, other than the
agreement with Mr. Stihl the terms of which differ, 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.
Any compensation earned by the former executive officer for
subsequent employment during the period for which severance
compensation is payable will offset such severance compensation
amount by one dollar for every two dollars in subsequent
employment compensation.
Upon his election to the additional positions of Chairman of
the Board and Chief Executive Officer on August 25, 1993, the
Company entered into an agreement with Mr. Stihl which provides
that he serve as Chairman of the Board, President and Chief
Executive Officer. It also provides for a base annual salary of
not less than $350,000, as may be adjusted based on annual merit
increases, plus an annual bonus opportunity in a target amount
not less than 65% of annual base salary. The actual amount of the
bonus opportunity to be paid depends on the degree of achievement
of various objectives established annually by the Board of
Directors reasonably consistent with the Company's annual
business plan. The agreement also provides that the Company pay
the premiums associated with portable, renewable term life
insurance providing a death benefit of $1 million on the life of
Mr. Stihl.
The Agreement further provides that either Mr. Stihl or the
Company may terminate the employment relationship at any time. In
the event Mr. Stihl voluntarily resigns (except following certain
events constituting constructive termination), retires or is
terminated for cause, compensation under the agreement would end
and no further compensation would be owed or payable. In the
event the agreement is terminated directly by the Company without
cause, or in the event Mr. Stihl terminates his employment
following certain specified events constituting constructive
termination by the Company (including a demotion or election to
positions other than his current positions), he would be entitled
to receive severance compensation for a two-year period
commencing upon such termination in an annualized amount equal to
his annual base salary then in effect without offset.
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 range
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
long-term 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 start 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
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 1995.
Equity participation. Equity participation is in the form
of annual stock option grants with exercise prices equal to the
fair market value of a share of Common Stock at the effective
date of grant. Participation is limited to executive officers
and employees at or above a minimum grade level eligible for
participation in the Concurrent Incentive Plan (an annual
incentive (bonus) award plan). The target amount for annual
equity participation stock option grants, if any, is 10% of the
stock options previously granted to the eligible participant.
During fiscal year 1995, stock option grants to purchase from
50,000 to 70,000 shares were made to executive officers other
than Mr. Stihl who was granted options to purchase 200,000
shares.
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, 1997. The performance objectives for the cycle
are based on revenue and net income. Incentive compensation
under the LTIC Plan is in the form of stock options for the
achievement of target performance objectives and stock grants for
the achievement of extraordinary performance objectives. The
aggregate incentive compensation opportunity for achievement of
all target performance objectives for the cycle is a percentage
of annual base salary. For the current cycle, the percentage for
executive officers other than the Chairman, President and CEO,
ranges from 30 to 40%. The percentage for the Chairman, President
and CEO is 50%. Stock options based on the incentive
compensation opportunity for achievement of all target
performance objectives are granted at the beginning of the cycle.
The right to exercise the stock option is earned based on
achievement of the target performance objectives. No right to
exercise was earned based on fiscal year 1995 performance. 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'97) 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, 1998). Except in certain limited circumstances,
an employee must be an employee of the Company at the time of
vesting in order to be receive any incentive compensation earned
during the cycle.
Chief Executive Officer Compensation
Mr. Stihl joined the Company in May of 1991 and has played a
significant role in the development and implementation of the
Company's strategic plan. Mr. Stihl was elected Chairman,
President, and Chief Executive Officer in August 1993. At that
time, Mr. Stihl's annual base salary was set at $350,000 with an
annual bonus target of 65% and he was granted an equity
participation stock option to purchase 200,000 shares of Common
Stock at an exercise price per share of $3.3125, the fair market
value on the date of grant. The option vests over a five-year
period (20% on the anniversary of the date of grant and monthly
thereafter). In June 1994, at the Committee's recommendation
the Board granted performance based stock options to Mr. Stihl to
purchase 100,000 shares of Common Stock under the LTIC Plan for
the initial three year cycle ending June 30, 1997. Similar
grants were made to all other executive officers. For fiscal
year 1995, based on corporate performance results against
targeted objectives, no annual incentive (bonus) award was earned
or paid to Mr. Stihl or any other executive officer of the
Company. Likewise, no right to exercise any of the performance
based stock options previously granted under the LTIC was earned.
At the Committee's recommendation, in May 1995 the Board granted
equity participation stock options to executive officers to
purchase an aggregate of 710,000 shares of Common Stock as
additional incentive to deliver the Corporation's business and
strategic plans. The options vest over three years. In
connection therewith, Mr. Stihl was granted an option to purchase
200,000 shares of Common Stock.
Repricing Program
Upon the Committee's recommendation, on March 1, 1995 the
Board of Directors approved a Stock Option Repricing Program to
provide employee option holders additional opportunity and
incentive to achieve business plan goals.. All options held by
employees and directors were repriced effective March 1, 1995 to
an exercise price of $1.35 (the net asset book value as of
December 31, 1994, the latest publicly released balance sheet).
The fair market value of a share on March 1, 1995 was $1.12 based
on the closing sale price.
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 Members
Michael A. Brunner, Chairman
Morton E. Handel
Robert R. Sparacino
Stockholder Return Performance Presentation
Set forth below is a line graph comparing 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, 1990 in Concurrent
Common Stock and each of the indices.
<TABLE>
Comparison of Five Year-Cumulative Total Returns
Performance Graph for
Concurrent Computer Corporation
Prepared by the Center for Research in Security Prices
Produced on 09/15/95 including data to 06/30/95
<CAPTION>
CRSP Total Returns Index for:
(X) Concurrent Computer Corporation
(Y) Nasdaq Stock Market (US Companies)
(Z) Self-Determined Peer Group
Fiscal Year Ended (X) (Y) (Z)
<S> <C> <C> <C>
06/29/90 100.0 100.0 100.0
06/28/91 49.2 105.9 69.7
06/30/92 20.9 127.2 49.8
06/30/93 38.2 160.0 62.1
06/30/94 18.5 161.6 45.5
06/30/95 24.6 215.4 78.1
LEGEND
Companies in the Self-Determined Peer Group
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
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 preceeding trading day is used.
D. The index level for all series was set to $100.0 on 06/29/90.
</TABLE>
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
Common Stock as of September 22, 1995.
Percentage of
Name and Address Number of Common Stock
of Beneficial Owner Shares Owned Outstanding
Teachers Insurance and Annuity 1,596,938 5.2%
Association of America (a)
730 Third Avenue
New York, NY 10017-3206
Cowen & Company 1,570,000 5.1%
Financial Square
New York, NY 10005
(a) Assumes for such beneficial owner the exercise of warrants
to purchase 80,000 shares of Common Stock at $3.00 per share
granted in connection with the "lock-up" through January 21,
1994 of the shares of Common Stock held by such beneficial
owner. Does not assume the exercise of warrants by any
other warrant holder. In August 1992, in an arms-length
transaction, Concurrent transferred all its interests in its
Westford, Massachusetts facility to an affiliate of Teachers
Insurance and Annuity Association of America in exchange for
consideration including cancellation of $11,000,000 in
mortgage indebtedness plus accrued interest. As part of the
transaction, the Company leased back a portion of the
facility and continued its existing operations from the
facility.
The following table sets forth for each nominee for
Director, and each of the persons named in the executive
compensation table, his name, and the number of shares and
percentage of Common Stock of the Company which he reported were
beneficially owned by him as of June 30, 1995, including the
number of shares of Common Stock he has the right to purchase
during the 60 days thereafter (through August 29, 1995) upon the
exercise of existing stock options. The beneficial owners have
sole voting and investment power with respect to such shares.
Common Stock Percentage of
Beneficially Owned Common Stock
Name Directly or Indirectly Outstanding
Michael A. Brunner (a) 3,000 *
George E. Chapman (b) 27,108 *
Kevin N. Clowe (a) 3,000 *
David S. Cowie (c) 27,762 *
C. Forbes Dewey, Jr. (d) 14,901 *
Morton E. Handel (a) 3,000 *
Robert S. Kovarcik (e) 17,729 *
C. Dennis McWatters (f) 8,923 *
Richard P. Rifenburgh (g) 13,000 *
Robert R. Sparacino (a) 3,000 *
John T. Stihl (h) 225,963 *
Directors and executive
officers as a group (15 persons) 429,851 *
(a) Represents options to purchase 3,000 shares of Common Stock
of the Company currently exercisable.
(b) Includes options to purchase 13,096 shares of Common Stock
of the Company currently exercisable or which become
exercisable within 60 days of June 30, 1995.
(c) Includes options to purchase 21,173 shares of Common Stock
of the Company currently exercisable or which become
exercisable within 60 days of June 30, 1995.
(d) Excludes 10 shares held by Mr. Dewey's wife and 26 shares
held in trust for Mr. Dewey's son, as to both of which
holdings he disclaims beneficial ownership. Includes
options to purchase 5,491 shares of Common Stock of the
Company which are currently exercisable.
(e) Includes options to purchase 15,104 shares of Common Stock
of the Company currently exercisable or which become
exercisable within 60 days of June 30, 1995.
(f) Includes options to purchase 8,198 shares of Common Stock of
the Company currently exercisable or which become
exercisable within 60 days of June 30, 1995.
(g) Includes options to purchase 3,000 shares of Common Stock of
the Company currently exercisable.
(h) Includes options to purchase 185,668 shares of Common Stock
of the Company currently exercisable or which become
exercisable within 60 days of June 30, 1995.
* Less than 1% of the Company's outstanding Common Stock.
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) and the National Association of Securities
Dealers, Inc. 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, 1995
all filing requirements applicable to its officers, directors and
ten percent stockholders were satisfied except that applicable
Form 5s were filed two days late and a Form 4 for Charles R.
Maule, Vice President, Marketing and Strategy, was not timely
filed by the Company.
CONCURRENT COMPUTER CORPORATION
Proxy Solicited By Board of Directors
for Annual Meeting November 1, 1995
The undersigned stockholder hereby appoints John T. Stihl and Kevin J. Dell
or either 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 share of Concurrent Computer
Corporation Common Stock standing in the name of the undersigned at the
Annual Meeting of Stockholders to be held at the Oyster Point Hotel,
Red Bank, New Jersey on November 1, 1995 at 2:00 p.m., and at any adjournment
thereof.
When properly executed, this proxy will be voted in the matter directed
herein by the undersigned stockholder. If no direction is made, this proxy
will grant authority to the proxy holders to vote on behalf of the
undersigned stockholder and will be voted "for" all nominees for the director
and "for" all other proposals.
In their discretion, the proxy holders are authorized to vote upon 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.
1. Elect Directors
Nominees: Brunner, Clowe, Dewey, Handel, Rifenburgh, Sparacino, Stihl
____ For ____ Withheld
2. Ratify Coopers & Lybrand LLP as independent auditors for fiscal year 1996.
____ For ____ Against ____ Abstain
____Mark here for address change and
note at left
____Mark here if you plan to attend
the meeting
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.
Signature: ________________________ Date___________________
Signature: ________________________ Date___________________
(END OF EXCERPT)
Signatures
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the Registrant has duly caused this amendment to
the annual report for the fiscal year ended June 30, 1995 to be
signed on its behalf by the undersigned thereunto duly authorized.
CONCURRENT COMPUTER CORPORATION
By: /s/ John T. Stihl
John T. Stihl
Chairman of the Board,
President and
Chief Executive Officer
By: /s/ Roger J. Mason
Roger J. Mason
Vice President, Finance
Treasurer and Chief
Financial Officer
Date: 1/24/96
