SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
/ / 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
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/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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>
[CONCURRENT COMPUTER CORPORATION LOGO]
NOTICE OF 1997 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.
[CONCURRENT COMPUTER CORPORATION LOGO]
Dear Fellow Stockholder:
It's my pleasure to invite you to attend the Concurrent Computer
Corporation 1997 Annual Meeting of Stockholders to be held at the DoubleTree
Guest Suites, Fort Lauderdale, Florida, at 2:00 p.m., on Thursday, October 30,
1997.
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, 1997
<PAGE>
[CONCURRENT COMPUTER CORPORATION LOGO]
NOTICE OF 1997 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD THURSDAY, OCTOBER 30, 1997
The 1997 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 Thursday, October 30, 1997. 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,
1998.
3. To act upon a proposal to amend the Concurrent Computer Corporation 1991
Restated Stock Option Plan.
4. 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 19, 1997 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, 1997
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, 1997, and are furnished in connection with
the solicitation of proxies to be voted at the 1997 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 Thursday, October 30, 1997.
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, Executive Vice President, Chief Financial Officer and
Chief Administrative 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 19, 1997 are entitled to vote at the meeting. On that date
46,544,808 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 holder 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 six nominees for Director receiving the highest number of votes
cast by stockholders entitled to vote for the election of Directors shall be
elected.
1998 STOCKHOLDER PROPOSALS
Proposals of stockholders for possible consideration at the 1998 Annual
Meeting of Stockholders (expected to be held in October 1998) must be received
by the Secretary of the Company at 2101 West Cypress Creek Road, Fort
Lauderdale, Florida 33309 not later than June 3, 1998 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>
ELECTION OF DIRECTORS
(ITEM 1 OF NOTICE)
The authorized number of Directors is presently fixed at eight. Messrs.
Dewey and Sparacino are not standing for reelection. The Board, therefore,
has reduced the authorized number of Directors of the Company to six,
effective upon the convening of the 1997 Annual Meeting. The six 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 1998 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 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 64 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 one privately
owned company.
MORTON E. HANDEL. Age 62 and a Director since June 1991. Mr. Handel has
served as Chairman of the Board since November 1996. He is President of S&H
Consulting, Ltd., a privately held investment and consulting company. He also
is President and Chief Executive Officer of Ranger Industries, Inc., formerly
Coleco Industries, Inc. 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 CompUSA Inc., a
Dallas-based computer products retailer, Ithaca Industries Inc., a
private-label manufacturer of mens and ladies underwear and hosiery, and
ToyBiz Inc., a New York Stock Exchange-listed manufacturer of toys and games,
as well as several not-for-profit entities.
C. SHELTON JAMES. Age 57 and Director since July 1996. Since May 1991,
Mr. James has served as Chief Executive Officer of Elcotel, Inc., a public
company that manufactures telecommunications equipment. Mr. James is also
President of Fundamental Management Corporation, an investment management firm
specializing in active investment in small capitalization companies, where 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 a Director
of CyberGuard Corporation, CSPI, NAI Technologies, Inc., Fundamental
Management Corporation, SK Technologies, Inc. and Group Long Distance Inc.
MICHAEL F. MAGUIRE. Age 70 and a Director since July 1996. 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 and Paravant Computer Systems, as well as
several non-profit corporations.
RICHARD P. RIFENBURGH. Age 65 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 47 and a Director since July 1996. He is
President and Chief Executive Officer of Concurrent. Mr. Siegel previously
served as Chairman, President and Chief Executive Officer of Harris Computer
Systems Corporation (renamed CyberGuard Corporation) since October 1994.
Prior to that time, and since 1990, Mr. Siegel served as a Vice President,
General Manager of the Harris Computer Systems Division of Harris Corporation.
Mr. Siegel's twenty year career in the computer technology field includes
serving as Vice President of standoff weapons at Rockwell International
Corporation, a producer of electronics, aerospace, automotive and graphics
equipment, and as Vice President of Harris Government Support Systems
Division's Orlando Operation.
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 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. Siegel
(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, 1997. 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 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, 1997.
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, 1997.
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, 1997.
During the fiscal year ended June 30, 1997, there were six 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. Mr. Handel receives
$35,000 per annum for serving as Chairman of the Board. Non-employee
Directors who serve as chairman of Committees of the Board of Directors
receive $4,000 per annum, payable quarterly at the end of a quarter.
The Concurrent 1991 Restated Stock Option Plan currently provides that
options may not be granted to non-employee Directors except that upon the
initial election of a non-employee Director, such non-employee Director will
automatically receive an option to purchase 20,000 shares of Concurrent Common
Stock and on the date of each successive Annual Meeting of Concurrent
Stockholders each non-employee Director will automatically receive an option
to purchase 3,000 shares of Concurrent Common Stock. The options are fully
vested non-statutory options and are priced at 100% of the fair market value
of Concurrent Common Stock on the date of grant. In addition, each option
terminates, to the extent not exercised prior thereto, upon the earlier to
occur of (i) the tenth anniversary of the date of grant and (ii) the
optionee's removal or resignation (other than by reason of death or
disability) as a member of the Board. The Plan has been amended, subject to
stockholder approval at the 1997 Annual Meeting, to increase the number of
shares subject of annual grants of options from 3,000 to 10,000, beginning
with the options to be granted on the date of the 1997 Annual Meeting, and to
permit the exercise of options granted to non-employee Directors under the
Plan for a three-year period following retirement from the Board of Directors.
See page 16.
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain required summary compensation
information for services to the Company for the fiscal years ended June 30,
1997, 1996 and 1995, for Mr. Siegel and the four most highly compensated
executive officers for fiscal 1997.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------- -----------
AWARDS
-----------
SECURITIES
UNDERLYING ALL OTHER
NAME AND FISCAL SALARY BONUS OTHER OPTIONS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) (a) ($) (b) (#) (c) ($) (d)
- ------------------------------- ------ -------- -------- ------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
E.C. Siegel (e) 1997 300,000 200,000 - 250,000 17,898
President and Chief 1996 1,615 - - 1,250,000 -
Executive Officer
D.S. Dunleavy (f) 1997 160,000 64,000 - 80,000 9,561
Executive Vice President, 1996 969 - 400,000 -
Chief Financial Officer and
Chief Administrative Officer
G.E. Chapman 1997 150,000 67,500 - 80,000 17,704
Vice President, International 1996 151,268 - - 400,000 3,000
Operations 1995 148,846 - - 141,900 3,836
F.R. Lee (f) 1997 150,000 58,000 - 80,000 32,700
Vice President, Production 1996 - - 400,000 -
Operations and Logistics
M. N. Smith (f) 1997 145,600 65,520 - 80,000 8,701
Vice President, Video-On- 1996 888 - 400,000 -
Demand
<FN>
__________________
(a) No incentive compensation under the Company's Executive Bonus Plan for fiscal 1996 or
1995 was earned or paid.
(b) 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 1997, 1996
or 1995.
(c) For fiscal 1997, consists of options issued to replace a corresponding number of
performance-based options granted in fiscal 1996 (which were cancelled in fiscal 1997). For
fiscal 1995, includes 71,900 repriced stock option grants for Mr. Chapman.
(d) Represents the Company's matching contribution during the year and, for Mr. Chapman in
fiscal 1996 and 1995, 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 fiscal 1997, for
Messrs. Chapman and Lee, also includes $12,500 and $24,167, respectively, paid in connection
with relocation.
(e) Elected President and Chief Executive Officer on June 27, 1996. The compensation
reported for fiscal 1996 reflects only the remaining two work-days of the year.
(f) Elected as an executive officer on June 27, 1996. The compensation reported for fiscal
1996 reflects only the remaining two work-days of the year.
</TABLE>
<PAGE>
OPTION GRANTS
The following table shows all grants of stock options to the executive
officers named in the Summary Compensation Table during fiscal 1997. All such
stock options were issued to replace a corresponding number of
performance-based stock options granted in fiscal 1996. No stock appreciation
rights were granted during fiscal 1997.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
-----------------
PERCENT OF AT ASSUMED ANNUAL
TOTAL OPTIONS RATES OF STOCK PRICE
GRANTED TO EXERCISE OR APPRECIATION FOR OPTION
OPTIONS EMPLOYEES BASE PRICE EXPIRATION TERM
NAME GRANTED (#)(a) IN FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
---- -------------- -------------- ----------- ---------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
E.C. Siegel 250,000 15.2% 2.44 11/7/06 383,233 971,187
D.S. Dunleavy 80,000 4.9% 2.44 11/7/06 122,634 310,780
G.E. Chapman 80,000 4.9% 2.44 11/7/06 122,634 310,780
F.R. Lee 80,000 4.9% 2.44 11/7/06 122,634 310,780
M.N. Smith 80,000 4.9% 2.44 11/7/06 122,634 310,780
<FN>
__________________
(a) The term of each stock option is 10 years and each option is
exercisable in full on the third anniversary of the date of grant. The
exercise price is the fair market value of a share of Common Stock on the date
of grant.
</TABLE>
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,
1997. None of the named executive officers exercised any options during
fiscal 1997.
<TABLE>
<CAPTION>
FISCAL YEAR-END OPTION VALUES
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FISCAL YEAR-END FISCAL YEAR-END (a)
------------------------------ ---------------------------
NAME EXERCISABLE (b) UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------- --------------- ------------- ------------ -------------
<S> <C> <C> <C> <C>
E.C. Siegel 333,334 916,666 - -
D.S. Dunleavy 106,667 293,333 - -
G.E. Chapman 248,567 293,333 $ 98,524 -
F.R. Lee 106,667 293,333 - -
M.N. Smith 106,667 293,333 - -
<FN>
(a) Based on the fair market value of the Company's Common Stock on June 30,
1997 ($1.81).
(b) Includes options exercisable within 60 days of June 30, 1997.
</TABLE>
<PAGE>
REPLACEMENT STOCK OPTIONS
Effective June 27, 1996, the Company granted an aggregate of 810,000
performance-based stock options having an exercise price of $2.10 per share to
the executive officers of the Company. The right to exercise such options was
based upon the degree of achievement of financial objectives over a three-year
period. The options were to vest 60% at the conclusion of the three-year
period and 40% at the last day of the fiscal year following the conclusion of
that period, based upon achievement of the financial objectives.
In November 1996, following the presentation to the Compensation
Committee of the Board of Directors of an analysis by the Company's
independent auditors of the potential adverse impact on the Company's income
statement of the grants of the performance based options, the Company
cancelled all such options and replaced them with a corresponding number of
options having an exercise price of $2.44 per share (the then-current market
price of a share of the Company's Common Stock) that vest in full on the third
anniversary of the date of grant. The table below presents the required
disclosure of all options held by executive officers repriced during the last
10 completed fiscal years.
<TABLE>
<CAPTION>
TEN-YEAR OPTION/SAR REPRICINGS
NUMBER OF
-------------
SECURITIES MARKET PRICE LENGTH OF
UNDERLYING OF STOCK AT EXERCISE PRICE ORIGINAL OPTION
OPTIONS/SARS TIME OF AT TIME OF NEW TERM REMAINING
PRICED OR REPRICING OR REPRICING OR EXERCISE AT DATE OF
CURRENT AMENDED AMENDMENT AMENDMENT PRICE REPRICING OR
EXECUTIVE OFFICERS DATE # (a) # (a) # (a) # (a) AMENDMENT
- ------------------ ------- ------------- ------------- --------------- --------- ---------------
<S> <C> <C> <C> <C> <C> <C>
E. Courtney Siegel 11/7/96 250,000 2.44 2.10 2.44 9.7
Daniel S. Dunleavy 11/7/96 80,000 2.44 2.10 2.44 9.7
George E. Chapman 3/1/95 1,700 1.06 2.13 1.35 7.4
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
11/7/96 80,000 2.44 2.10 2.44 9.7
Robert Chism 11/7/96 80,000 2.44 2.10 2.44 9.7
Karen G. Fink 11/7/96 80,000 2.44 2.10 2.44 9.7
Fred R. Lee 11/7/96 80,000 2.44 2.10 2.44 9.7
Robert T. Menzel 11/7/96 80,000 2.44 2.10 2.44 9.7
Michael N. Smith 11/7/96 80,000 2.44 2.10 2.44 9.7
FORMER
- -------------------
EXECUTIVE OFFICERS
- -------------------
David S. Cowie 11/22/89 1,081 25.63 45.00 25.63 8.9
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. Dell 11/22/89 400 25.63 45.00 25.63 8.9
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
11/15/90 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 5,499 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. Kovarcik 3/1/95 100 1.06 4.38 1.35 6.5
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 9.5
Roger J. Mason 3/1/95 30,000 1.06 1.72 1.35 9.7
3/1/95 30,000 1.06 1.72 1.35 9.7
Charles R. Maule 3/1/95 30,000 1.06 1.72 1.35 9.7
3/1/95 35,000 1.06 1.72 1.35 9.7
<PAGE>
C. Dennis McWatters 3/1/95 3,000 1.06 3.00 1.35 8.7
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
John T. Stihl 8/25/93 10,000 3.31 3.75 3.31 9.7
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
David L. Vienneau 3/1/95 30,000 1.06 1.69 1.35 9.2
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
<FN>
(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>
EXECUTIVE EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with its executive
officers. With the exception of the employment agreement with Mr. Siegel,
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 at 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 approved 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.
Concurrent and Mr. Siegel entered into an employment agreement dated as
of March 26, 1996 (the "Siegel Employment Agreement"), which became effective
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 1,250,000
shares of Concurrent Common Stock. 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 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'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:
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.
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.
<PAGE>
COMPONENTS OF EXECUTIVE COMPENSATION
The three components of executive compensation are (1) base salary, (2)
annual incentive (bonus) awards and (3) equity participation.
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
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, $602,270
was paid to the eight current executive officers of the Company for fiscal
1997.
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 has granted stock options to
purchase an aggregate of 4,050,000 shares to the eight current executive
officers of the Company.
CHIEF EXECUTIVE OFFICER COMPENSATION
Mr. Siegel was elected to the position of President and Chief Executive
Officer of the Company effective on June 27, 1996. His employment agreement
with Concurrent provides for a base salary for fiscal 1997 of $300,000, and
for a target bonus based upon achievement of certain performance objectives of
65% of his base salary. The Company met its performance objectives for fiscal
1997, and accordingly, Mr. Siegel earned a bonus of $195,000. The Board also
awarded Mr. Siegel an additional $5,000, in recognition of his outstanding
leadership over the past year, but taking due consideration of the Company's
financial resources.
REPLACEMENT STOCK OPTIONS
In fiscal 1996, the Company utilized its Long-Term Incentive Compensation
Plan (the "LTIC Plan") to provide incentive for achievement of long-term
financial success of the Company. Pursuant to the LTIC Plan, the Company
granted performance-based stock options for an aggregate of 810,000 shares to
the eight current executive officers of the Company, including options for
250,000 shares to Mr. Siegel, having an exercise price of $2.10 per share.
In November 1996, following a presentation to the Compensation Committee
of an analysis by the Company's independent auditors of the potential adverse
impact on the Company's income statement of the grants of the
performance-based options, the Compensation Committee recommended to the Board
of Directors, and the Board of Directors approved, the cancellation of such
options and replacement thereof with a corresponding number of options having
an exercise price of $2.44 per share (the then-current market price of a share
of the Company's Common Stock) that vest in full on the third anniversary of
the date of grant.
<PAGE>
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 and
equity participation grants 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'97
Michael A. Brunner, Chairman
Morton E. Handel
Michael F. Maguire
Robert R. Sparacino
<PAGE>
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, 1992 in Concurrent Common Stock and each of
the indices.
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR-CUMULATIVE TOTAL RETURNS
PERFORMANCE GRAPH FOR
CONCURRENT COMPUTER CORPORATION
Concurrent Computer Nasdaq Stock Market Self-Determined
DATE Corporation (US Companies) Peer Group
- ------- ---------------------- ----------------------- ------------------
<S> <C> <C> <C>
6/30/92 100.00 100.00 100.00
6/30/93 182.35 125.76 125.34
6/30/94 88.24 126.97 92.52
6/30/95 117.65 169.47 159.19
6/28/96 94.12 217.59 136.07
6/30/97 85.29 264.60 127.11
</TABLE>
COMPANIES IN THE SELF-DETERMINED PEER GROUP
DATA GENERAL CORP DIGITAL EQUIPMENT CORP
ENCORE COMPUTER 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 preceding trading day is used.
D. The index level for all series was set to $100.00 on June 30, 1992.
E. Harris Computer Systems Corporation (re-named CyberGuard Corporation),
which was included in the self-determined peer group in prior years, has been
omitted from the self-determined peer group because it is no longer a computer
manufacturer.
F. Convex Computer Corp. and Pyramid Technology Corp., each of which was
included in the self-determined peer group in prior years, have been omitted
from the self-determined peer group because such companies were acquired by
Hewlett-Packard Company and Siemens Nixdorf Informationssysteme AG,
respectively.
<PAGE>
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
19, 1997.
<TABLE>
<CAPTION>
PERCENTAGE OF
NAME AND ADDRESS NUMBER OF COMMON STOCK
OF BENEFICIAL OWNER SHARES OWNED OUTSTANDING
- ---------------------------------- ---------------- --------------
<S> <C> <C>
Astoria Capital Partners, L.P. (a) 2,740,500 common 5.9%
735 Second Avenue
San Francisco, California 94118
<FN>
(a) The information reported is based on Schedule 13D filed by Astoria
Capital Partners, L.P. with the Securities and Exchange Commission on July 11,
1997 and is as of July 10, 1997. Astoria Capital Partners, L.P., an
investment limited partnership, reported that it exercises sole voting power
and sole dispositive power with respect to all 2,740,500 shares.
</TABLE>
The following table sets forth for each 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 August 29, 1997, including the number of shares of Common Stock he has
the right to purchase during the 60 days thereafter (through October 28, 1997)
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) 26,000 *
George E. Chapman (b) 271,315 *
C. Forbes Dewey, Jr. (c) 37,902 *
Daniel S. Dunleavy (b) 110,272 *
Morton E. Handel (d) 36,000 *
C. Shelton James (e) 38,000 *
Fred R. Lee (b) 109,792 *
Michael F. Maguire (f) 28,000 *
Richard P. Rifenburgh (d) 36,000 *
E. Courtney Siegel (b) 373,366 *
Michael N. Smith (b) 114,900 *
Robert R. Sparacino (a) 26,000 *
Directors and current executive
officers as a group (15 persons) (g) 1,565,675 3.4%
<FN>
(a) Represents currently exercisable stock options.
(b) Includes: (i) currently exercisable stock options to purchase shares
as follows:
Mr. Chapman - 248,567; Mr. Dunleavy - 106,667; Mr. Lee - 106,667; Mr.
Siegel - 333,334; and
Mr. Smith - 106,667; and (ii) shares held in the Company's Retirement Savings
Plan as follows:
Mr. Chapman - 6,837; Mr. Dunleavy - 3,605; Mr. Lee - 3,125; Mr. Siegel -
6,032; and Mr. Smith - 3,233. With respect to Mr. Chapman, excludes 400
shares held by family members, as to which Mr. Chapman disclaims beneficial
ownership.
(c) Includes currently exercisable stock options to purchase 28,492
shares. Excludes 10 shares held by a family member, as to which Mr. Dewey
disclaims beneficial ownership.
(d) Includes currently exercisable stock options to purchase 26,000
shares.
(e) Includes currently exercisable stock options to purchase 23,000
shares. Excludes 612,900 shares held by various limited partnerships of which
Fundamental Management Corporation is the General Partner, as to which Mr.
James disclaims beneficial ownership.
(f) Includes currently exercisable stock options to purchase 23,000
shares.
(g) Includes 1,400,395 shares available for purchase under stock options
granted under the Company's 1991 Restated Stock Option Plan which are
exercisable within 60 days of August 29, 1997.
* Less than 1% of the Company's outstanding Common Stock.
</TABLE>
<PAGE>
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 either a Form 5
was filed by such persons or that no Form 5 was required for those persons,
the Company believes that during its fiscal year ended June 30, 1997 all
filing requirements applicable to its officers, directors and ten percent
stockholders were satisfied.
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,
1998 and is submitting the selection to stockholders for ratification.
Representatives of KPMG Peat Marwick LLP 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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.
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 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.
<PAGE>
PROPOSED AMENDMENTS TO CONCURRENT COMPUTER CORPORATION
1991 RESTATED STOCK OPTION PLAN
(ITEM 3 OF NOTICE)
A proposal will be presented at the Annual Meeting of Stockholders to
approve amendments to the Company's 1991 Restated Stock Option Plan (the
"Plan") which were adopted by the Board of Directors on August 20, 1997,
subject to approval by the stockholders of the Company. The Plan is described
on page 4 under the caption "Directors' Compensation". The text of the
portion of the Plan proposed to be amended is set forth in Exhibit A to this
Proxy Statement, and stockholders are urged to review it together with the
following information, which is qualified in its entirety by reference to
Exhibit A.
Specifically, the proposed amendments provide that (i) the number of
shares of Concurrent Common Stock subject of the automatic grants of stock
options to the continuing non-employee Directors be increased from 3,000 to
10,000 annually, effective with the grants to be made on the date of the
Annual Meeting and (ii) in the event of a Director's retirement from the Board
of Directors, the stock options which are exercisable at such time may be
exercised for three years thereafter.
VOTE REQUIRED
The affirmative vote of the holders of a majority of shares of Concurrent
Common Stock present or represented at the Annual Meeting is required to adopt
the amendments to the Plan. Unless otherwise instructed, properly executed
proxies which are returned will be voted in favor of the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ADOPTION OF THE
AMENDMENTS TO THE COMPANY'S 1991 RESTATED STOCK OPTION PLAN.
OTHER MATTERS
(ITEM 4 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, 1997
<PAGE>
EXHIBIT A
AMENDMENT TO THE
CONCURRENT 1991 RESTATED STOCK OPTION PLAN
Section 8 of the Concurrent Computer Corporation 1991 Restated Stock
Option Plan shall be amended to read in its entirety as follows:
"SECTION 8. Options Granted to Non-Employee Directors.
The provisions of this Section 8 govern the granting and terms of Options
for any director of the Company who is not an employee of the Company or any
of its Affiliates ("Eligible Director"). No options may be granted to
Eligible Directors other than pursuant to this Section 8.
Upon an individual becoming an Eligible Director for the first time,
without further action by the Board or the stockholders of the Company, such
Eligible Director shall be automatically granted Options to purchase 20,000
shares of stock (subject to adjustment in accordance with the provisions of
Section 5 of the Plan). On the date of each annual meeting of stockholders of
the Company, each Eligible Director who has previously been awarded an Option
under the preceding sentence shall be granted automatically, without further
action by the Board or the stockholders of the Company, Options to purchase
10,000 shares of stock (subject to adjustment in accordance with the
provisions of Section 5 of the Plan).
The purchase price per share deliverable upon the exercise of Options
granted under this Section 8 shall be 100% of the Fair Market Value of such
shares as of the date of grant of such Option. Each Option granted under this
Section 8 shall become immediately exercisable and no Option shall be
exercisable after the expiration of ten (10) years from the date of grant.
Each Option granted pursuant to this Section 8, shall be exercisable during
the period the Eligible Director remains a member of the Board and for a
period of three (3) years following retirement, provided that only those
Options exercisable at the date of retirement may be exercised during the
period following retirement, and provided further, that in no event shall any
such Option be exercisable beyond the tenth (10th) anniversary of the date of
grant."
<PAGE>
CONCURRENT COMPUTER CORPORATION PROXY SOLICITED BY BOARD OF DIRECTORS
FOR ANNUAL MEETING OCTOBER 30, 1997
The undersigned stockholder hereby appoints E. Courtney Siegel, 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 on the reverse, 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
DoubleTree Guest Suites, 555 N.W. 62nd Street, Fort Lauderdale, Florida, at
2:00 p.m. on October 30, 1997 and at any adjournments thereof.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VODED 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 PROPOSALS.
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
/X/ Please mark your
votes as indicated
in this example
<TABLE>
<CAPTION>
<C> <C>
FOR AGAINST ABSTAIN
1. Election of FOR WITHHELD Nominees: Brunner 2. Ratify KPMG Peat Marwick LLP as indepen- / / / / / /
Directors / / / / Handel dent auditors for fiscal year 1998.
For all nominees except as noted below James
Maguire 3. Adopt proposal to amend 1991 Restated Stock / / / / / /
Rifenburgh Option Plan.
------------------------------------ Siegel MARK HERE / / MARK HERE IF / /
FOR ADDRESS YOU PLAN TO
CHANGE AND ATTEND THE
NOTE AT LEFT MEETING
Signature Date Signature Date
--------------------------- -------------- -------------------------------- ------------------
IMPORTANT: 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.
</TABLE>
