As filed with the Securities and Exchange Commission on February 25, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES EXCHANGE ACT OF 1933
CONCURRENT COMPUTER CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-2735766
(State of Incorporation) (I.R.S. Employer
Identification Number)
2101 WEST CYPRESS CREEK ROAD
FORT LAUDERDALE, FLORIDA 33309
(Address of principal executive offices)
CONCURRENT COMPUTER CORPORATION
1991 RESTATED STOCK OPTION PLAN
-------------------------------
(Full title of the plan)
Karen G. Fink, Esq.
Vice President, General Counsel and Secretary
Concurrent Computer Corporation
2101 West Cypress Creek Road
Fort Lauderdale, Florida 33309
(954) 974-1700
-------------------------------
(Name, address and telephone number, including area code,
of agent for service)
<PAGE>
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
To be Registered Registered (1) Per Share (2) Price (2) Fee
=================================================================================================
<S> <C> <C> <C> <C>
Common Stock,
Par value
0.01 per
share 5,535,275 $ 2.03 $ 11,236,608 $ 3,315
Series A Participating
Cumulative Preferred
Rights (3) 5,535,275 N/A N/A N/A
<FN>
=================================================================================================
(1) Pursuant to Rule 429, the prospectus relating hereto also relates to shares
previously registered under Form S-8 Registration Statements Nos. 33-46385, 33-
54698, 33-54605 and 33-56395.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act
of 1933, as amended, on the basis of the average of the high and low sale prices for
a share of Common Stock on the NASDAQ National Market System as of
February 23, 1998.
(3) The Series A Participating Cumulative Preferred Rights are attached to and trade
with all the shares of Common Stock outstanding as of, and issued subsequent to,
August 14, 1992, pursuant to the terms of the Rights Agreement, dated as of July 31,
1992. Until the occurrence of certain prescribed events, the Series A Participating
Cumulative Preferred Rights are not exercisable, are evidenced by the certificates
for the Common Stock and will be transferred only with such stock. The value
attributable to such Series A Participating Cumulative Preferred Rights, if any, is
reflected in the market price of Common Stock.
=================================================================================================
</TABLE>
<PAGE>
This registration statement relates to the registration of additional
securities of the same class as other securities for which registration
statements filed on this form relating to the 1991 Restated Stock Option Plan
are effective (Nos. 33-46385, 33-54698, 33-54605 and 33-56395). The contents of
registration statement No. 33-54698 are hereby incorporated by reference.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Fort Lauderdale, State of Florida, on the 25th day of
February, 1998.
CONCURRENT COMPUTER CORPORATION
By: /s/ Karen G. Fink
------------------------
Karen G. Fink
Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C> <C>
/s/ E. Courtney Siegel Chairman of the Board, President and Chief Executive Officer
- --------------------------
E. Courtney Siegel (Principal Executive Officer)
/s/ Daniel S. Dunleavy Executive Vice President, Chief Operating Officer
- --------------------------
Daniel S. Dunleavy and Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Michael A. Brunner Director
- --------------------------
Michael A. Brunner
February 25, 1998
February 25, 1998
/s/ Morton E. Handel Director
- --------------------------
Morton E. Handel
/s/ C. Shelton James Director
- --------------------------
C. Shelton James
/s/ Richard P. Rifenburgh Director
- --------------------------
Richard P. Rifenburgh
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Exhibit Index
Sequentially
Exhibit No. Description Numbered Page
- ----------- ------------------------------------------------- -------------
<C> <S> <C>
5 Opinion of Karen G. Fink as to the legality 6
of the securities being registered
24.1 Consent of KPMG Peat Marwick LLP 7
24.2 Consent of Coopers & Lybrand, L.L.P. 8
24.3 Consent of Karen G. Fink (contained in Exhibit 5) 6
</TABLE>
<PAGE>
[CONCURRENT LOGO]
[CONCURRENT LETTERHEAD]
Exhibit 5
February 24, 1998
CONCURRENT COMPUTER CORPORATION
2101 West Cypress Creek Road
Fort Lauderdale, Florida 33309
Ladies and Gentlemen:
Reference is made to the Registration Statement on Form S-8 (the
"Registration Statement") filed with the Securities and Exchange Commission with
respect to 5,535,275 shares of Common Stock, par value $0.01 per share (the
"Common Stock") and 5,535,275 Series A Participating Cumulative Preferred Rights
of Concurrent Computer Corporation (the "Corporation") which may be offered
pursuant to the Corporation's 1991 Restated Stock Option Plan (the "Plan").
I am familiar with the Registration Statement and the offering contemplated
thereby and in that regard I have examined such documents, instruments and
certificates and questions of law as I deem necessary to this opinion. Based
upon the foregoing, I am of the opinion that (i) the 5,535,275 shares of Common
Stock to be offered pursuant to the Plan after the registration Statement
becomes effective will, upon sale thereof in accordance with the Plan, be
validly issued and outstanding, fully paid and non-assessable and (ii) the
5,535,275 Series A Participating Cumulative Preferred Rights to be offered
pursuant to the Plan after the Registration Statement becomes effective will be
validly issued and outstanding and non-assessable.
I hereby consent to the filing of the opinion as Exhibit 5 to the
Registration Statement.
Respectfully submitted,
/s/ Karen G. Fink
--------------------
Karen G. Fink
Vice President, General Counsel and Secretary
<PAGE>
Exhibit 24.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
The Board of Directors
Concurrent Computer Corporation:
We consent to incorporation by reference in the registration statement on Form
S-8 of Concurrent Computer Corporation of our report dated September 5, 1997,
relating to the consolidated balance sheet of Concurrent Computer Corporation
and subsidiaries as of June 30, 1997, and the related consolidated statements
of operations, stockholders' equity, and cash flows for the year then ended, and
the related financial statement schedule, which report appears in the June 30,
1997, annual report on Form 10-K of Concurrent Computer Corporation.
/s/ KPMG PEAT MARWICK LLP
-------------------------------
KPMG PEAT MARWICK LLP
Ft. Lauderdale, Florida
February 24, 1998
<PAGE>
Exhibit 24.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
Concurrent Computer Corporation (the "Company") on Form S-8 of our report dated
August 12, 1996, on our audits of the consolidated financial statements and
financial statement schedule of the Company as of June 30, 1996, and for each of
the two years in the period ended June 30, 1996, which report is included in the
Company's 1997 Annual Report on Form 10-K.
/s/ COOPERS & LYBRAND L.L.P.
----------------------------------
COOPERS & LYBRAND L.L.P.
Parsippany, New Jersey
February 24, 1998
