Filed Pursuant to Rule 424(b)(3)
Registration Number 333-61172
_______________
CONCURRENT COMPUTER CORPORATION
5,400,000 SHARES OF COMMON STOCK
This Prospectus relates to the public offering, which is not being
underwritten, of 5,400,000 shares of our common stock by some of our current
stockholders. We will not receive any proceeds from the sale of these shares.
We have agreed to bear the expenses incurred in connection with the registration
of these shares. These stockholders acquired the shares directly from us in a
private placement.
The prices at which the selling stockholders may sell the shares will be
determined by the prevailing market price for the shares or in negotiated
transactions. The selling stockholders may also sell the shares to or with the
assistance of broker-dealers, who may receive compensation in excess of their
customary commissions.
Our common stock is traded on the Nasdaq National Market under the symbol
"CCUR." On July 18, 2001 the last reported sale price of our common stock was
$7.52 per share.
_______________
THE COMMON STOCK OFFERED INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" COMMENCING ON PAGE 6 FOR A DISCUSSION OF SOME IMPORTANT RISKS YOU
SHOULD CONSIDER BEFORE BUYING ANY SHARES OF COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS JULY 19, 2001.
BUSINESS
OVERVIEW
We are a leading provider of computer systems for both the emerging
video-on-demand market through our Xstreme division and real-time applications
through our Real-Time division. We provide computer hardware (our video servers)
and related software, referred to as our video-on-demand systems, primarily to
residential cable television operators. We also provide high-performance
computer systems, referred to as our real-time systems, for simulations, data
acquisition and industrial process applications. We market our real-time systems
to government agencies, government suppliers and commercial markets where the
immediate capture and delivery of information is critical. We expect that
substantially all of our future revenue growth will come from our Xstreme
division, which began commercial sales in 1999.
Our video-on-demand systems consist of digital video servers and related
software that enable cable operators to deliver video-on-demand to their
subscribers. In order to provide video-on-demand, the cable operator's system
must be upgraded to carry digital, rather than analog, signals, and the cable
subscriber must have a digital set-top box. We have been selected to supply our
system for 16 domestic commercial launches of video-on-demand systems, including
the two largest system-wide commercial deployments at Time Warner Cable's
Oceanic regional division in Oahu, Hawaii and its Tampa Bay regional division in
Florida. We expect that all seven of the largest U.S. cable system operators
will begin deploying video-on-demand services in one or more residential markets
by mid-2002. We believe we are well-positioned to be a provider of choice to
these cable operators.
Initially, we focused our video-on-demand business on the development of
systems compatible with Scientific-Atlanta, Inc. digital cable equipment. In
October 1999, we acquired Vivid Technology, Inc. and obtained technology
compatible with Motorola digital cable equipment. We recently introduced our
MediaHawk Model 2000 video-on-demand system, which is compatible with both
Scientific-Atlanta and Motorola equipment. As a result, we believe we are one
of the few video-on-demand system providers currently providing technology
compatible with both Scientific-Atlanta and Motorola digital cable equipment,
the two largest providers of digital headend equipment and digital set-top boxes
used in the United States.
A real-time system is specially designed to acquire, process, store, and
display large amounts of rapidly changing information in real-time that is,
with microsecond response as changes occur. We have over 30 years of experience
in real-time systems, including specific expertise in systems, applications
software, productivity tools, and networking. Our systems provide real-time
applications for gaming, simulation, engine test, air traffic control, weather
analysis, and mission critical data services such as financial market
information. We plan to develop a new real time operating system on the Linux
platform to provide our real time customers an alternative to our original,
proprietary platform.
We were incorporated in Delaware in 1981 under the name Massachusetts
Computer Company.
VIDEO-ON-DEMAND
We believe we are a leading provider of video-on-demand systems based on
the number of commercial deployments (16) using our systems and our
relationships with three of the seven largest domestic cable operators. We also
believe that the number of our video-on-demand servers currently in commercial
use (approximately 205 servers) and the number of cable subscribers served by
our systems make us a leader in the industry.
Our video-on-demand system allows cable operators to deliver
video-on-demand services to their cable subscribers that are serviced by
digitally-upgraded cable systems. Our systems integrate our core video-on-demand
technology, back-office software and hardware server platforms to provide
interactive video-on-demand capabilities. We generally market our
video-on-demand products to the large, domestic cable operators as a complete
video-on-demand solution. We also market the individual components of our
video-on-demand systems to other third parties
for inclusion in their video-on-demand solutions. Our video-on-demand systems
include the MediaHawk Model 2000 video server, network manager, back-office
software, system management and maintenance software and digital navigator.
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- MediaHawk Model 2000 video server. Our MediaHawk video servers are
high-performance, computer systems designed for the demanding
requirements of interactive video-on-demand applications. The
MediaHawk video server includes multiple content storage disks, stream
processors and input/output interfaces.
- Network manager. Our network manager, or resource manager, establishes
the network connection that allows the video to be streamed to the
home. The network manager is designed to route video streams in the
most efficient manner available at any given time.
- Residential back-office software suite. Our back-office software suite
is an industry standard database supporting subscriber and provider
data management. Our back-office applications include customer access
management, content distribution management, order management, royalty
management, billing interfaces and marketing analysis.
- Digital navigator. Our digital navigator allows the subscriber to
select the movie on demand and maintain complete interactive control.
Therefore, the subscriber can pause, fast forward, rewind or stop the
movie, having the same control as if they were using a VCR.
- System management and maintenance software. Our systems management and
maintenance software is designed to detect failed components and
re-route video streams bypassing the failed component. The monitoring
software is also capable of providing system level status that
notifies the cable operator that a maintenance activity is required.
We also offer both hardware and software customer service and support. Our
basic package of service and support is included at no additional charge with
the purchase of both our video-on-demand systems and our real-time systems and
includes software repairs, defective parts replacement, and technical phone
support during the warranty period. In addition, customers can enter into a
maintenance contract, for additional fees, following the expiration of the
warranty period and receive similar or more advanced services, including
scheduled preventative maintenance and technical on-site support, if so desired.
We also offer product training classes and installation services to our
customers. To date, customer service and support revenues from our
video-on-demand business have not been material.
We believe the following are key components of our video-on-demand systems:
- Multiple integration options. Our video-on-demand systems are
compatible with a wide-range of equipment and software used by cable
operators. Our systems are compatible with digital set-top boxes
manufactured by each of the major domestic set-top box producers,
including both newer generations of set-top boxes and older boxes.
- Expandable systems. Our systems are modular and, therefore, may be
easily expanded to increase video storage and stream capacity, that is
the number of videos that can be simultaneously delivered.
- Back-office software suite. In addition to customary functions, our
back-office software supports e-commerce applications and subscriber
data collection, enhancing the revenue-generation capabilities of the
cable provider.
- Redundant designs. Our systems are designed with multiple layers of
redundancy designed to provide continuous end-user viewing. System
repairs can be made without interruption to the end-user.
VIDEO-ON-DEMAND COMMERCIAL LAUNCHES AND TRIALS
We have been selected by Time Warner Cable, Cox Communications and Comcast
Cable, three of the seven largest domestic cable operators, for video-on-demand
system deployments. Each of these operators has deployed our video-on-demand
systems for use with digital set-top boxes manufactured by both
Scientific-Atlanta and Motorola. We also have been selected by Cogeco Cable
Inc., a Canadian cable operator, for two video-on-demand deployments.
TIME WARNER CABLE
In June 1999, we began a trial of our video-on-demand system for Oceanic
Cable, a unit of Time Warner Cable based in Hawaii. This trial led to the cable
industry's first full commercial launch of video-on-demand in February 2000 over
Oceanic's system in Oahu. The video-on-demand system purchased by Oceanic
consists of 15
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MediaHawk video servers, which currently support approximately 3,500 independent
video streams reaching approximately 85,000 digital subscribers.
In September 1999, Time Warner Cable selected our video-on-demand system
for a commercial launch in its Hillsborough County system in the Tampa Bay area
and subsequently in March 2000, they also selected our system for commercial
launch in the Pinellas County system in the Tampa Bay area. The entire Tampa
market for Time Warner Cable consists of an aggregate of approximately 925,000
basic cable subscribers and approximately 200,000 digital subscribers. The
video-on-demand system deployed in Tampa Bay includes 51 MediaHawk video
servers. The Tampa Bay commercial deployment represents the industry's largest
video-on-demand deployment.
COX COMMUNICATIONS
In April 2000, we were selected by Cox for a commercial launch of our
video-on-demand system in its San Diego, California market. This market consists
of approximately 355,000 subscribers, with approximately 73,000 digital
subscribers. Cox began launching commercial service to approximately 2,000
subscribers in May 2001.
In June 2000, we were also selected by Cox to provide MediaHawk video
servers for the commercial launch of video-on-demand service in the Phoenix,
Arizona market, the single largest division of Cox. This market consists of
approximately 605,000 subscribers, with approximately 115,000 digital
subscribers. We currently expect the commercial launch to occur in the second
half of 2001.
In April 2001, we were selected by Cox to provide MediaHawk video servers
for the commercial launch of video-on-demand service in Hampton Roads, Virginia,
which has more than 400,000 basic subscribers and more than 50,000 digital
subscribers. We understand that Cox currently expects to launch commercial
service in this market in the second half of 2001.
COMCAST CABLE CORPORATION
In March 2001, we signed a multi-year strategic purchase agreement with
Comcast which resulted in purchase orders for our video-on-demand system to be
deployed in 8 system-wide launches of video-on-demand on both Scientific-Atlanta
and Motorola equipment. The initial order was for approximately 80 MediaHawk
video servers. We began shipment of these systems in the quarter ended March 31,
2001.
COGECO CABLE INC.
In May 2001, we entered an arrangement with Cogeco to provide
video-on-demand systems for their Ontario and Quebec cable systems. These
systems serve approximately 1 million basic subscribers and 105,000 digital
subscribers. We have not yet finalized configuration requirements and the
necessary number of servers.
RECENT STRATEGIC ALLIANCE
On April 11, 2001, we announced a strategic alliance with Liberate
Technologies, a leading provider of software for the delivery of interactive
television, under which we have combined our technologies into an integrated
interactive TV and video-on-demand offering for the growing digital video
market. The strategic agreement was reached under the Liberate(R) PopTV(TM)
Program, in which we are a "preferred infrastructure partner," and have the
highest level of preference as a video-on-demand supplier.
REAL-TIME DIVISION
We believe we are a leading provider of real-time systems based on our
large installed base, our loyal customer base and our reputation in the
real-time industry. We have been in the real-time business for over 30 years
and have over 30,000 real-time systems installed worldwide. We are one of the
few companies that focuses on the specialized niche real-time market and believe
that we have a very loyal base of significant customers. We also believe that
we have, over the years, built a strong reputation for delivering specific
expertise in real-time systems, applications software and other real-time
products.
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Through our Real-Time division, we provide computer systems that acquire,
analyze, store, display, and control large amounts of rapidly changing data with
millisecond and microsecond response time requirements. Our real-time systems
are applicable to a wide range of application requirements, including high
performance processing, predictable and repeatable response times, reliably
meeting required deadlines and consistently handling peak loads.
We have significant real-time systems experience, including specific
design, development, and manufacturing expertise in system architectures, system
software, application software, productivity tools, and networking. We sell our
systems worldwide through our direct sales offices and other third parties. Our
real-time systems are used for product design and testing, simulation and
training systems, engine testing, range and telemetry systems, weather satellite
data acquisition and forecasting, and intelligence data acquisition and
analysis.
We design, manufacture, sell and support real-time standards-based computer
systems and proprietary computer systems. We offer worldwide hardware and
software maintenance and support services, our traditional support services, for
our real-time products and for the products of other computer and peripheral
suppliers. We also customize systems with both specialized hardware and
software to meet unique customer requirements. These special support services
include system integration, performance and capacity analysis, and application
migration.
COMPETITION
Both our Xstreme and Real-Time divisions operate in highly-competitive
environments, driven by rapid technological innovation. Due in part to the
range of performance and applications capabilities of our products, we compete
in various markets against a number of companies.
The market for video-on-demand systems is relatively new, highly
competitive and rapidly evolving. Since there have been limited commercial
deployments of video-on-demand systems to date, the respective market shares of
companies competing in the video-on-demand market are uncertain. In the
video-on-demand market, our major competitors currently include the following:
- in the domestic cable and international cable and digital subscriber
line market: SeaChange International Inc., nCUBE and Diva
Communications; and
- in the education market: Silicon Graphics, Inc., Cisco Systems, Inc.
and International Business Machines Corp., as well as other third
parties.
We also compete with a number of companies in our real-time segment. Our
major competitors can be categorized as follows:
- major computer companies that add specialized hardware and software to
their general purpose product platforms, including Compaq Computer
Corporation and Hewlett-Packard Corporation;
- other computer companies that provide applications that address
specific characteristics of real-time, such as redundancy or high
performance graphics, including Silicon Graphics, Inc. and Compaq
Computer Corporation;
- general purpose computing companies that provide a platform on which
third-party vendors add real-time capabilities, including
International Business Machines Corp. and Sun Microsystems, Inc.; and
- single board computer companies that provide board-level processors
that are typically integrated into a customer's computer system,
including Force Computers, Inc. and Motorola, Inc.
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RISK FACTORS
An investment in our common stock involves a high degree of risk. You
should carefully consider the risks described below, together with all of the
other information included, or incorporated by reference, in this prospectus,
before investing in our common stock. If any of the following risks actually
occurs, our business, financial condition and results of operations could be
materially and adversely affected. In that case, the trading price of our
common stock could decline, and you could lose part or all of your investment.
RISKS RELATED TO OUR BUSINESS
IT IS DIFFICULT TO EVALUATE OUR BUSINESS AND PROSPECTS BECAUSE OF DECLINES IN
OUR HISTORICAL BUSINESS AND OUR LIMITED VIDEO-ON-DEMAND OPERATING HISTORY. OUR
NET SALES HAVE DECREASED SIGNIFICANTLY OVER THE PAST FIVE YEARS, AND WE HAVE
RECOGNIZED ONLY AN AGGREGATE OF $30.8 MILLION IN VIDEO-ON DEMAND NET SALES SINCE
THE INCEPTION OF OUR VIDEO-ON-DEMAND BUSINESS.
For much of our history, we have focused solely on providing real-time
computer systems and related services. Over the last five full fiscal years, we
have experienced a decline in real-time net sales from $95.8 million for the
fiscal year ended June 30, 1996 to $56.1 million for the fiscal year ended June
30, 2000. For the nine months ended March 31, 2001, our real-time net sales
were $35.3 million compared to $42.7 million for the nine months ended March 31,
2000. We expect that net sales from our real-time business will continue to
decline in the foreseeable future. However, we are working to stabilize our
real-time revenue and currently intend to continue our real-time business at a
lower, stabilized revenue level.
Our real-time systems are specially designed to acquire, process, store and
display large amounts of rapidly changing information in real timethat is, with
microsecond response as changes occur. Our real-time systems are used for a
number of applications, including gaming, simulation, engine tests, air traffic
control, weather analysis and critical data services, such as financial market
information. Over the past several years, the real-time computer industry has
seen a significant shift in demand from high-priced, proprietary real-time
systems to lower-priced, open server systems. High performance processing in
the past required a large, expensive computer with significant proprietary and
customized software. Today, these requirements are often met by much smaller
and less expensive computers with off-the-shelf computer hardware and software.
This shift in demand has resulted in the significant decreases in our revenues
from real-time products and services over the last several years.
This decline in our real-time revenue together with our limited
video-on-demand operating history make it difficult to evaluate our current
business and prospects or to accurately predict our future revenue or results of
operations. We have a limited operating history in the video-on-demand market.
We began residential cable television commercial trials of our video-on-demand
system in the summer of 1999 and have a limited number of systems currently in
use on a commercial basis. The revenue and income potential of our business is
unproven, and we will encounter risks and difficulties in our video-on-demand
business frequently encountered by companies in new and rapidly evolving
markets. We may not successfully address any of these risks. If we do not
successfully address these risks, our business, financial condition and results
of operations would be adversely affected.
Our future growth will depend largely on the commercial success of our
video-on-demand business, and we cannot assure you that video-on-demand will
become commercially successful. Our future revenue growth is uncertain and will
depend upon the development of customer demand for these systems. If our target
customers do not adopt, purchase and successfully deploy our video-on-demand
systems, our revenue will not grow and our business, results of operations and
financial condition will be adversely affected.
WE INCURRED NET LOSSES OF $23.7 MILLION IN THE FISCAL YEAR ENDED JUNE 30, 2000
AND $5.4 MILLION IN THE NINE MONTHS ENDED MARCH 31, 2001 AND MAY INCUR LOSSES IN
THE FUTURE.
On a pro forma basis after giving effect to the acquisition of Vivid
Technology, we incurred net losses of $24.7 million in the fiscal year ended
June 30, 2000. Our actual net loss of $23.7 million and our pro forma net loss
of $24.7 million for the fiscal year ended June 30, 2000 includes a $14.0
million non-cash charge related to the write-off of research and development
acquired in the Vivid Technology acquisition. As of March 31, 2001, we had an
accumulated deficit of approximately $102.0 million, after eliminating
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accumulated deficit of approximately $81.8 million at December 31, 1991, the
date of our quasi-reorganization. We may incur additional net losses in the
future.
In connection with our acquisition of Vivid, our management, in
consultation with an independent appraisal firm, determined the value of the
in-process research and development, developed technology, intangible workforce
and the goodwill. In arriving at such valuation, management used analytical
valuation tools deemed appropriate under the circumstances, including discounted
cash flow analysis, comparisons to other similar assets with a known value and
an estimate of the costs of these assets. In our Report on Form 10-K for the
year ended June 30, 2000, we reference the independent appraisal firm. We,
however, are not relying on such firm as an expert, within the meaning of
federal securities laws, for the purpose of this prospectus and the registration
statement of which it is a part.
THE VIDEO-ON-DEMAND MARKET IS NEW AND MAY NOT GAIN BROAD MARKET ACCEPTANCE; OUR
POTENTIAL CUSTOMERS MAY NOT PURCHASE OUR VIDEO-ON-DEMAND SYSTEMS; AND OUR CABLE
OPERATOR CUSTOMERS MAY ENTER INTO ARRANGEMENTS WITH OUR COMPETITORS ANY OF WHICH
COULD MATERIALLY AND ADVERSELY AFFECT OUR BUSINESS.
We are focusing much of our initial video-on-demand sales efforts on
domestic cable television providers that have upgraded some or all of their
cable systems to support digital, two-way service. Therefore, in order for our
video-on-demand business to succeed, cable system operators, particularly the
seven largest, domestic cable operators, must successfully market
video-on-demand to their cable television subscribers. Although we have shipped
and installed our video-on-demand system to three cable operators to date, only
two system operators have actually commercially introduced video-on-demand that
incorporates our technology. Based in part on information from our customers, we
believe these commercial introductions have been a success as video-on-demand
purchases per subscriber have increased and customer turnover has decreased. In
addition, none of our cable system customers are contractually obligated to
introduce, market or promote video-on-demand, nor are any of our customers bound
to achieve any specific product introduction schedule. Accordingly, even if a
system operator initiates a customer trial using our system, that operator is
under no obligation to continue its relationship with us or to launch a
full-scale commercial introduction using our technology. Further, we do not have
exclusive arrangements with system operators. Therefore, system operators may
enter into arrangements with one or more of our current or future competitors.
The growth and future success of our video-on-demand business depends
largely upon our ability to penetrate new markets and sell our systems to
digitally-upgraded domestic and international cable system operators,
international digital subscriber line operators, educational institutions and
others. If these potential customers determine that video-on-demand is not
viable as a business proposition or if they decide to delay their purchase
decisions or to purchase systems from our competitors, our business, financial
condition and results of operations will be significantly adversely affected.
A SIGNIFICANT PORTION OF OUR VIDEO-ON-DEMAND REVENUE HAS COME FROM, AND IS
EXPECTED TO CONTINUE TO COME FROM, SALES TO THE LARGE, DOMESTIC CABLE OPERATORS.
IF WE ARE UNSUCCESSFUL IN ESTABLISHING RELATIONSHIPS WITH THESE CUSTOMERS OR
LOSE ANY OF THESE CUSTOMERS, OUR BUSINESS WILL BE ADVERSELY AFFECTED.
For the fiscal year ended June 30, 2000, Time Warner Cable accounted for
47.2% of our video-on-demand revenue. For the nine months ended March 31, 2001,
Comcast Cable, Time Warner Cable and Cox Communications accounted for
approximately 39%, 26% and 15% of such revenues, respectively. Many cable
operators are currently evaluating providers of video-on-demand systems and
making purchase decisions. We believe that the relationships forged between
video-on-demand system suppliers and cable operators over the next 6 to 12
months will be critical in determining the relative market shares of
video-on-demand system providers. If we are unsuccessful in establishing and
maintaining these key relationships with cable operators, our video-on-demand
business will be adversely affected. Further, if we experience problems in any
of our video-on-demand system trials or initial commercial launches, our ability
to attract new cable operator customers and sell additional products to existing
customers will be materially adversely affected.
OUR OPERATING RESULTS ARE EXPECTED TO BE VOLATILE AND DIFFICULT TO PREDICT, AND
IN SOME FUTURE QUARTERS, OUR OPERATING RESULTS MAY FALL BELOW THE EXPECTATIONS
OF SECURITIES ANALYSTS AND INVESTORS, WHICH COULD RESULT IN MATERIAL DECLINES OF
OUR STOCK PRICE.
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Our quarterly operating results may vary depending on a number of factors,
including:
- demand for our video-on-demand and real-time systems and services;
- delay in customer orders based on, among other reasons, the
availability of content for video-on-demand and pending completion of
negotiations for content between the cable operators and content
providers, particularly major movie studios;
- the timing, pricing and number of sales of our products;
- actions taken by our competitors, including new product introductions
and enhancements;
- changes in our price or the prices of our competitors;
- our ability to develop and introduce new products and to deliver new
services and enhancements that meet customer requirements in a timely
manner;
- the length of the sale cycle for our products;
- our ability to control costs;
- technological changes in our markets;
- deferrals of customer orders in anticipation of product enhancements
or new products;
- customer budget cycles and changes in these budget cycles; and
- general economic factors.
THE VIDEO-ON-DEMAND AND REAL-TIME MARKETS IN WHICH WE OPERATE ARE HIGHLY
COMPETITIVE, AND WE MAY BE UNABLE TO COMPETE SUCCESSFULLY AGAINST OUR CURRENT
AND FUTURE COMPETITORS, WHICH WOULD ADVERSELY AFFECT OUR BUSINESS.
The market for video-on-demand systems is relatively new, highly
competitive and rapidly evolving. Given that there have been limited commercial
deployments of video-on-demand systems to date, the respective market shares of
companies competing in the video-on-demand market are uncertain. We believe
that the primary factors influencing competition in the video-on-demand market
include the flexibility of the video-on-demand system, product quality and
reliability and established relationships with providers of interactive
television services, including cable operators. In the video-on-demand market,
our competitors currently include the following:
- in the domestic cable and international cable and digital subscriber
line market principally, SeaChange International Inc., nCUBE
Corporation and DIVA Systems Corporation; and
- in the education market principally, Silicon Graphics, Inc., Cisco
Systems, Inc. and International Business Machines Corp., as well as
other third parties.
We also compete with a number of companies in our real-time market. These
competitors can be categorized as follows:
- major computer companies that add specialized hardware and software to
their general purpose product platforms, including principally Compaq
Computer Corporation and Hewlett-Packard Corporation;
- other computer companies that provide applications that address
specific characteristics of real-time, such as redundancy or high
performance graphics, including Silicon Graphics, Inc. and Compaq
Computer Corporation;
- general purpose computing companies that provide a platform on which
third-party vendors add real-time capabilities, including
International Business Machines Corp. and Sun Microsystems, Inc.; and
- single board computer companies that provide board-level processors
that are typically integrated into a customer's computer system,
including Force Computers, Inc. and Motorola, Inc.
Due to the rapidly evolving markets in which we compete, additional
competitors with significant market presence and financial resources, including
computer hardware and software companies, content providers and television
equipment manufacturers, including digital set-top box manufacturers, may enter
those markets, thereby further intensifying competition. Our future competitors
also may include one or more of the parties with which we currently have a
strategic relationship. Although we have proprietary rights with respect to
much of the technology incorporated in our video-on-demand and real time
systems, our strategic partners have not agreed to refrain from competing
against us. Increased competition could result in price reductions that would
adversely affect our business, financial condition and results of operations.
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Many of our current and potential future competitors have longer operating
histories, significantly greater financial, technical, marketing and other
resources than us, and greater brand name recognition. In addition, many of our
competitors have well-established relationships with our current and potential
customers and have extensive knowledge of our industries.
IF WE DO NOT MANAGE OUR ANTICIPATED GROWTH IN OUR VIDEO-ON-DEMAND OPERATIONS, WE
MAY NOT BE ABLE TO OPERATE OUR BUSINESS EFFECTIVELY. OUR FAILURE TO MANAGE
GROWTH COULD DISRUPT OUR OPERATIONS AND ADVERSELY AFFECT OUR BUSINESS.
We anticipate growth in our video-on-demand operations and that
substantially all of our future revenue growth will come from our
video-on-demand operations. Our anticipated growth could place a strain on our
management systems and other resources. Our ability to successfully implement
our business plan in a rapidly evolving market will require an effective
planning and management process. We cannot assure you that we will be able to
successfully manage our expansion. If we fail to manage our anticipated growth,
our operations may be disrupted and our business may be adversely affected. We
must continue to improve and effectively utilize our existing operational,
management, marketing and financial systems and successfully recruit, hire,
train and manage personnel, which we may be unable to do. Further, we must
maintain close coordination among our technical, finance, marketing, sales and
production staffs.
OUR FUTURE SUCCESS WILL REQUIRE THAT WE DEVELOP AND MARKET ADDITIONAL PRODUCTS
THAT ACHIEVE MARKET ACCEPTANCE AND ENHANCE OUR CURRENT PRODUCTS. IF WE FAIL TO
DEVELOP AND MARKET NEW PRODUCTS AND PRODUCT ENHANCEMENTS IN A TIMELY MANNER, OUR
BUSINESS COULD BE ADVERSELY AFFECTED.
Our inability to develop on a timely basis new products or enhancements to
existing products, or the failure of such new products or enhancements to
achieve market acceptance could have a material adverse affect on our business,
financial condition and results of operations. We recently completed the
development of our MediaHawk Model 2000 video-on-demand system. Although we
have shipped and installed the new system, we may experience unexpected
problems. Although delivery of video-on-demand over digital subscriber lines
currently is not practical in the United States, we will look for opportunities
in the domestic market as digital subscriber line technology continues to
advance. There can be no assurance that we will be successful in pursuing any
domestic digital subscriber line opportunities.
SYSTEM ERRORS, FAILURES, OR INTERRUPTIONS COULD CAUSE DELAYS IN SHIPMENTS OR
REQUIRE DESIGN MODIFICATIONS, WHICH MAY HAVE A NEGATIVE IMPACT ON OUR BUSINESS
AND DAMAGE OUR REPUTATION AND CUSTOMER RELATIONSHIPS.
System errors or failures may adversely affect our business, financial
condition and results of operations. Despite our testing and testing by current
and potential customers, all errors or failures may not be found in our products
or, if discovered, successfully corrected in a timely manner. These errors or
failures could cause delays in product introductions and shipments or require
design modifications that could adversely affect our competitive position. Our
reputation may also suffer if our customers view our products as unreliable,
whether based on actual or perceived errors or failures in our products.
Further, a defect, error or performance problem with our video-on-demand
systems could cause our customers' cable television systems to fail for a period
of time. Any such failure would cause customer service and public relations
problems for our customers. As a result, any failure of our customers' systems
caused by our technology could result in delayed or lost revenue due to adverse
customer reaction, negative publicity regarding us and our products and services
and claims for substantial damages against us, regardless of our responsibility
for such failure. Any claim could be expensive and require us to spend a
significant amount of resources, regardless of whether we prevail.
DEMAND FOR OUR VIDEO-ON-DEMAND PRODUCTS AND SERVICES WILL DECLINE SIGNIFICANTLY,
AND OUR BUSINESS WILL BE MATERIALLY ADVERSELY AFFECTED, IF OUR VIDEO-ON-DEMAND
SYSTEMS CANNOT SUPPORT A SUBSTANTIAL NUMBER OF VIEWERS.
Our new MediaHawk Model 2000 video-on-demand system was designed and
developed to be compatible with both Motorola and Scientific Atlanta cable
equipment and set-top boxes. We began shipping our new server in September
2000, but service employing our new server has been made commercially available
only to a limited number of subscribers. As a result, the ability of our new
video-on-demand system to support a substantial number of viewers is
commercially unproven. If our video-on-demand system cannot support a
substantial number of viewers while maintaining a high level of performance,
demand for our video-on-demand product and related services and our ability to
sell additional products to our existing customers will be significantly
reduced. As a result, our operating results could suffer and our financial
condition could be harmed.
A SIGNIFICANT PORTION OF OUR REAL-TIME REVENUE HAS BEEN, AND IS EXPECTED TO
CONTINUE TO BE, CONCENTRATED IN A SMALL NUMBER OF CUSTOMERS, INCLUDING THE U.S.
GOVERNMENT. FOR EXAMPLE, IN THE FISCAL YEAR ENDED JUNE 30, 2000 AND THE NINE
MONTHS ENDED MARCH 31, 2001, FIVE CUSTOMERS ACCOUNTED FOR APPROXIMATELY 34% AND
31% OF OUR TOTAL REAL-TIME REVENUE, RESPECTIVELY. IF WE LOSE ANY OF THESE
CUSTOMERS, OUR BUSINESS MAY BE ADVERSELY AFFECTED.
9
We currently derive, and expect to continue to derive, a significant
portion of our real-time revenue from a limited number of customers. As a
result, the loss of, or reduced demand for products or related services from any
of our major customers could adversely affect our business, financial condition
and results of operations.
We also derive a significant portion of our revenues from the supply of
systems under government contracts. For the fiscal year ended June 30, 2000 and
the nine months ended March 31, 2001, we recorded $18.5 million and $11.8
million, respectively, in sales to agencies of the U.S. Government. These
amounts represent approximately 33% of our total sales in each of the respective
periods. Government business is subject to many risks, such as delays in
funding, reduction or modification of contracts or subcontracts, failure to
exercise options, changes in governmental policies and the imposition of
budgetary constraints. A loss of government contract revenues could have a
material adverse effect on our business, results of operations and financial
condition.
We do not have written purchase agreements with any of our customers and do
not have written agreements that require customers to purchase fixed minimum
quantities of our products. Our sales to specific customers tend to, and are
expected to continue to, vary from year-to-year, depending on such customers'
budgets for capital expenditures and new product introductions.
WE RELY ON A COMBINATION OF CONTRACTS AND COPYRIGHT, TRADEMARK, AND TRADE SECRET
LAWS TO ESTABLISH AND PROTECT OUR PROPRIETARY RIGHTS IN OUR TECHNOLOGY. WE DO
NOT OWN ANY SIGNIFICANT PATENTS. IF WE ARE UNABLE TO PROTECT OUR INTELLECTUAL
PROPERTY RIGHTS, OUR COMPETITIVE POSITION COULD BE HARMED OR WE COULD BE
REQUIRED TO INCUR EXPENSES TO ENFORCE OUR RIGHTS. OUR BUSINESS ALSO COULD BE
ADVERSELY AFFECTED IF WE ARE FOUND TO INFRINGE ON THE INTELLECTUAL PROPERTY
RIGHTS OF OTHERS.
We typically enter into confidentiality or license agreements with our
employees, consultants, customers and vendors, in an effort to control access to
and distribution of our proprietary information. Despite these precautions, it
may be possible for a third party to copy or otherwise obtain and use our
proprietary technology without authorization. The steps we take may not prevent
misappropriation of our intellectual property, and the agreements we enter into
may not be enforceable. In addition, effective copyright and trade secret
protection may be unavailable or limited in some foreign countries. Other
companies, including our competitors, may currently own or obtain patents or
other proprietary rights that might prevent, limit or interfere with our ability
to make, use or sell our products. As a result, we may be found to infringe on
the intellectual property rights of others. In the event of a successful claim
of infringement against us and our failure or inability to license the infringed
technology, our business and operating results could be adversely affected.
Any litigation or claims, whether or not valid, could result in substantial
costs and diversion of our resources. Intellectual property litigation or
claims could force us to do one or more of the following:
- cease selling, incorporating or using products or services that
incorporate the challenged intellectual property;
- obtain a license from the holder of the infringed intellectual
property right, which license may not be available on reasonable
terms, if at all; and
- redesign products or services that incorporate the disputed
technology.
If we are forced to take any of the foregoing actions, we could face substantial
costs and our business could be seriously harmed. Although we carry general
liability insurance, our insurance may not cover potential claims of this type
or be adequate to indemnify us for all liability that may be imposed.
10
We may initiate claims or litigation against third parties in the future
for infringement of our proprietary rights or to determine the scope and
validity of our proprietary rights or the proprietary rights of competitors.
These claims could result in costly litigation and the diversion of our
technical and management personnel. As a result, our operating results could
suffer and our financial condition could be harmed.
IN SOME CASES, WE RELY ON A LIMITED NUMBER OF SUPPLIERS, WHICH ENTAILS SEVERAL
RISKS, INCLUDING THE POSSIBILITY OF DEFECTIVE PARTS, A SHORTAGE OF COMPONENTS,
AN INCREASE IN COMPONENT COSTS, AND REDUCED CONTROL OVER DELIVERY SCHEDULES.
We sometimes purchase product components from a single supplier in order to
obtain the required technology and the most favorable price and delivery terms.
These components include, for example, processors, power supplies, integrated
circuits and storage devices. We purchase product components from the following
single suppliers: Hunter Industries, Interphase, Precision Analog, Macrolink,
Antec, Symbios, National Instruments, Synergy, Peritek, Unipower Corporation,
Vicor Corporation, Wall Industries, Crystal Semiconductor and Vitesse. In most
cases, comparable products are available from other sources, but would require
significant reengineering to conform to our system specifications. Historically,
we have not experienced any major disruption in manufacturing our products due
to problems with, or defective products from, a single supplier, but our
reliance on single suppliers entails a number of risks, including the
possibility of defective parts, a shortage of components, increase in components
costs, and reduced control over delivery schedules. Any of these events could
adversely affect our business, results of operations and financial condition. We
estimate that a lead time of 16-24 weeks may be necessary to switch to an
alternative supplier of certain custom application specific integrated circuits
and printed circuit assemblies. A change in the supplier of these components
without the appropriate lead time could result in a material delay in shipments
by us of certain products. Where alternative sources are available,
qualification of the alternative suppliers and establishment of reliable
supplies of components from such sources may also result in delays. Shipping
delays may also result in a delay in revenue recognition, possibly outside the
fiscal period originally planned, and, as a result, may adversely affect our
financial results for that particular period.
OUR BUSINESS MAY BE ADVERSELY AFFECTED IF WE FAIL TO RETAIN OUR CURRENT KEY
PERSONNEL, MANY OF WHOM WOULD BE DIFFICULT TO REPLACE, OR FAIL TO ATTRACT
ADDITIONAL QUALIFIED PERSONNEL.
Our future performance depends on the continued service of our senior
management and our engineering, sales and marketing and manufacturing personnel.
Competition for qualified personnel is intense, and we may fail to retain our
key employees or to attract or retain other highly qualified personnel. We do
not carry key person life insurance on any of our employees. The loss of the
services of one or more of our key personnel could seriously impact our
business. Our future success also depends on our continuing ability to attract,
hire, train and retain highly skilled managerial, technical, sales, marketing
and customer support personnel. In addition, new employees frequently require
extensive training before they achieve desired levels of productivity.
WE CURRENTLY HAVE IMPORTANT STRATEGIC RELATIONSHIPS WITH SCIENTIFIC-ATLANTA,
MOTOROLA, PRASARA TECHNOLOGIES, INC., LIBERATE TECHNOLOGIES, PACE MICRO
TECHNOLOGY AND INTERTAINER, INC., AMONG OTHERS. WE MAY BE UNSUCCESSFUL IN
MAINTAINING THESE STRATEGIC RELATIONSHIPS, OR ESTABLISHING NEW STRATEGIC
RELATIONSHIPS, THAT WILL BE AN IMPORTANT PART OF OUR FUTURE SUCCESS. IN EITHER
EVENT, OUR BUSINESS COULD BE ADVERSELY AFFECTED.
The success of our business is and will continue to be dependent in part on
our ability to maintain existing and enter into new strategic relationships.
There can be no assurance that:
- such existing or contemplated relationships will be commercially
successful;
- we will be able to find additional strategic partners; or
- we will be able to negotiate terms acceptable to us with potential
strategic partners.
We cannot provide assurance that existing or future strategic partners will
not pursue alternative technologies or develop alternative products in addition
to or in lieu of ours, either on their own or in collaboration with others,
including our competitors. These alternative technologies or products may be in
direct competition with our technologies or products and may significantly erode
the benefits of our strategic relationships and adversely affect our business,
financial condition and results of operations.
INTERNATIONAL SALES ACCOUNTED FOR APPROXIMATELY 39%, 34% AND 24% OF OUR REVENUE
IN FISCAL YEARS 1999 AND 2000 AND THE NINE MONTHS ENDED MARCH 31, 2001,
RESPECTIVELY. ACCORDINGLY, OUR BUSINESS IS SUSCEPTIBLE TO NUMEROUS RISKS
ASSOCIATED WITH INTERNATIONAL OPERATIONS.
Substantially all of our historical international sales have come from our
real-time business. As a result of our current and anticipated international
operations, we are subject to a number of risks associated with international
business activities that could increase our costs, lengthen our sales cycle and
require significant management attention. These risks include:
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- compliance with, and unexpected changes in, regulatory requirements
resulting in unanticipated costs and delays;
- lack of availability of trained personnel in international locations;
- tariffs, export controls and other trade barriers;
- longer accounts receivable payment cycles than in the United States;
- potential difficulty of enforcing agreements and collecting
receivables in some foreign legal systems;
- potential difficulty in enforcing intellectual property rights in
certain foreign countries;
- potentially adverse tax consequences, including restrictions on the
repatriation of earnings;
- the burdens of complying with a wide variety of foreign laws;
- general economic conditions in international markets; and
- currency exchange rate fluctuations.
WE MAY ENGAGE IN FUTURE ACQUISITIONS THAT DILUTE THE OWNERSHIP INTEREST OF OUR
STOCKHOLDERS, CAUSE US TO INCUR DEBT OR ASSUME CONTINGENT LIABILITIES OR PRESENT
OTHER CHALLENGES, SUCH AS INTEGRATION ISSUES, FOR OUR BUSINESS, WHICH IF NOT
SUCCESSFULLY RESOLVED WOULD ADVERSELY AFFECT OUR BUSINESS.
As part of our business strategy, we review acquisition prospects that
would compliment our current product offerings, enhance our technical
capabilities or otherwise offer growth opportunities. While we currently have no
agreements with respect to any acquisition, we periodically review investments
in new businesses, and we may acquire businesses, products or technologies in
the future. In the event of any future acquisitions, we could issue equity
securities which would dilute current stockholders' percentage ownership, incur
substantial debt, or assume contingent liabilities.
These actions could materially adversely affect our operating results.
Acquisitions may require us to incur significant amortization and depreciation
charges and acquisition related costs impacting our financial results.
Acquisitions also entail numerous risks, including:
- difficulties in the assimilation of acquired operations, technologies
or services;
- unanticipated costs associated with the acquisition;
- diversion of management's attention from other business concerns;
- adverse effects on existing business relationships;
- risks associated with entering markets in which we have no or limited
prior experience; and
- potential loss of key employees of acquired companies.
We cannot assure you that we will be able to successfully integrate any
business, products, technologies or personnel that we might acquire in the
future. Our failure to do so could materially adversely affect our business,
operating results and financial condition.
WE MAY EXPERIENCE DECREASING PRICES FOR OUR PRODUCTS AND SERVICES, PARTICULARLY
IN OUR VIDEO-ON-DEMAND BUSINESS, WHICH MAY IMPAIR OUR ABILITY TO ACHIEVE
PROFITABILITY.
We may experience decreasing prices for our products and services due to
competition, the purchasing leverage of our customers and other factors. If we
are required to decrease prices, our results of operations will be adversely
affected. We expect some price pressures in our video-on-demand business as
competing technology continues to improve. We may reduce prices in the future
to respond to competition and to generate increased sales volume.
IMPLEMENTATION OF OUR PRODUCTS IS COMPLEX, TIME CONSUMING AND EXPENSIVE, AND WE
FREQUENTLY EXPERIENCE LONG SALES AND IMPLEMENTATION CYCLES. CONSEQUENTLY, OUR
QUARTERLY REVENUES, EXPENSES AND OPERATING RESULTS MAY VARY SIGNIFICANTLY IN THE
FUTURE, PERIOD-TO-PERIOD COMPARISONS OF OUR RESULTS OF OPERATIONS MAY NOT
NECESSARILY BE MEANINGFUL, AND THESE COMPARISONS SHOULD NOT BE RELIED UPON AS
INDICATIONS OF FUTURE PERFORMANCE.
Real-time and video-on-demand products are relatively complex, and their
purchase generally involves a significant commitment of capital, with the delays
frequently associated with large capital expenditures and implementation
procedures within an organization. Moreover, the purchase of such products
typically requires coordination and agreement among a potential customer's
12
corporate headquarters and its regional and local operations. As a result, the
sales cycles associated with the purchase of many of our products are typically
lengthy and subject to a number of significant risks, including customers'
budgetary constraints and internal acceptance reviews, over which we have little
or no control.
RISKS RELATED TO OUR INDUSTRIES
THE SUCCESS OF OUR VIDEO-ON-DEMAND BUSINESS IS DEPENDENT UPON THE EMERGING
DIGITAL VIDEO MARKET, WHICH MAY NOT GAIN BROAD MARKET ACCEPTANCE. ANY FAILURE
BY THE MARKET TO ACCEPT DIGITAL VIDEO TECHNOLOGY WILL HAVE A MATERIAL ADVERSE
EFFECT ON OUR BUSINESS.
Video-on-demand is a new and emerging technology, and we cannot assure you
that it will attract widespread demand or market acceptance. Further, the
potential size of the video-on-demand market and the timing of its development
are uncertain. Our success in the video-on-demand market will depend upon the
commercialization and broad acceptance of video-on-demand by residential cable
subscribers and other industry participants, including cable system operators,
content providers, set-top box manufacturers, and educational institutions.
Cable television operators historically have relied on traditional analog
technology for video management, storage and distribution. Interactive
technology installation, which is necessary to provide video-on-demand, requires
a significant initial investment of capital. The future growth of our
video-on-demand business will depend on the pace of the installation of
interactive digital cable and digital set-top boxes, the rate at which
television operators deploy digital infrastructure and the rate at which digital
video technology expands to additional market segments.
THE SUCCESS OF OUR VIDEO-ON-DEMAND BUSINESS IS DEPENDENT ON THE AVAILABILITY OF,
AND THE DISTRIBUTION WINDOWS FOR, MOVIES, PROGRAMS AND OTHER CONTENT. IF
SUFFICIENT VIDEO-ON-DEMAND CONTENT IS NOT AVAILABLE ON A TIMELY BASIS, OUR
VIDEO-ON-DEMAND BUSINESS WILL BE ADVERSELY AFFECTED.
The success of video-on-demand will largely be dependent on the
availability of a wide variety and substantial number of movies, programs and
other material, which we refer to as content, in digital format. We do not
provide digital video-on-demand content. Therefore, the future success of our
video-on-demand business is dependent in part on content providers, such as
traditional media and entertainment companies, providing significant content for
video-on-demand. Further, we are dependent in part on other third parties to
convert existing analog content into digital content so that it may be delivered
via video-on-demand.
In addition, we believe that the ultimate success of video-on-demand will
depend in part on the timing of the video-on-demand distribution window. The
distribution window is the time period during which different mediums, such as
home movie rental businesses, receive and have exclusive rights to motion
picture releases. Currently, video rental businesses have an advantage of
receiving motion picture releases on an exclusive basis before most other forms
of non-theatrical movie distribution, such as pay-per-view, premium television,
video-on-demand, basic cable and network syndicated television. The length of
the exclusive distribution window for movie rental businesses varies, typically
ranging from 30 to 90 days for domestic video stores. Thereafter, movies are
made sequentially available to various television distribution channels. We
believe the success of video-on-demand will depend in part on movies being
available for video-on-demand distribution either simultaneously with, or
shortly after, they are available for video rental distribution. The order,
length and exclusivity of each window for each distribution channel is
determined solely by the studio releasing the movie. Given the size of the home
video rental industry, the studios have a significant interest in maintaining
that market. We cannot assure you that favorable changes, if any, will be made
relating to the length and exclusivity of the video rental and television
distribution windows.
Many major studios currently are in discussions with one or more of the
cable operators regarding the availability of content for video-on-demand, but
the parties have not yet reached agreement on the content issues. One of our
major cable operator customers recently delayed orders for our video-on-demand
systems as a result of the lack of movie content. If the content availability
issues are not resolved and one or more of our customers further delays or
cancels video-on-demand system orders, our video-on-demand business will be
adversely affected. We can provide no assurance that the studios and cable
operators will resolve the content availability issue and, if agreement is
13
reached, when such agreement will occur. Furthermore, content providers must be
satisfied with the encryption and other security measures available for
video-on-demand applications.
WE CANNOT ASSURE YOU THAT OUR PRODUCTS AND SERVICES WILL KEEP PACE WITH
TECHNOLOGICAL DEVELOPMENTS AND EMERGING INDUSTRY STANDARDS, ADDRESS THE CHANGING
NEEDS OF OUR CUSTOMERS OR ACHIEVE MARKET ACCEPTANCE, ANY OF WHICH COULD
MATERIALLY ADVERSELY AFFECT OUR BUSINESS.
The markets for our products are characterized by rapidly changing
technology, evolving industry standards and new product introductions and
enhancements. There can be no assurance that we will be successful in enhancing
our real-time or video-on-demand products or developing, manufacturing and
marketing new products that satisfy customer needs or achieve market acceptance.
In addition, services, products or technologies developed by others may render
one or more of our products or technologies uncompetitive, unmarketable or
obsolete. Future technological advances in the real-time, television and video
industries may result in the availability of new products and services that
could compete with our solutions or reduce the cost of existing products or
services. Our future success will depend on our ability to continue to enhance
our existing products, including development of new applications for our
technology, and to develop and introduce new products to meet and adapt to
changing customer requirements and emerging technologies. Further,
announcements of currently planned or other new product offerings by our
competitors may cause customers to defer purchase decisions or to fail to
purchase our existing solutions. Our failure to respond to rapidly changing
technologies could adversely affect our business, financial condition and
results of operations.
Recent attempts to establish industry-wide standards for interactive
television software include an initiative by cable network operators in the
United States to create a uniform platform for interactive television called
OpenCable. The OpenCable standard is not yet defined, and we do not know
whether our video-on-demand system will be compatible with OpenCable or any
other industry standard. The establishment of this standard or other industry
standards could hurt our video-on-demand business, particularly if our products
require significant redevelopment in order to conform to the newly established
standards.
WE ARE SUBJECT TO GOVERNMENTAL REGULATION, AS IS THE TELEVISION INDUSTRY. ANY
FINDING THAT WE HAVE BEEN OR ARE IN NONCOMPLIANCE WITH SUCH LAWS COULD RESULT
IN, AMONG OTHER THINGS, GOVERNMENTAL PENALTIES. FURTHER, CHANGES IN EXISTING
LAWS OR NEW LAWS MAY ADVERSELY AFFECT OUR BUSINESS.
We are subject to various international, U.S. federal, state and local laws
affecting our video-on-demand and real-time businesses. The television industry
is subject to extensive regulation in the United States and other countries.
Our video-on-demand business is dependent upon the continued growth of the
digital television industry in the United States and internationally.
Television operators are subject to extensive government regulation by the
Federal Communications Commission and other federal and state regulatory
agencies. These regulations could have the effect of limiting capital
expenditures by television operators and thus could have a material adverse
effect on our business, financial condition and results of operations. The
enactment by federal, state or international governments of new laws or
regulations could adversely affect our cable operator customers, and thereby
materially adversely affect our business, financial condition and results of
operations.
WE MAY BE SUBJECT TO LIABILITY IF PRIVATE INFORMATION SUPPLIED TO OUR CUSTOMERS,
INCLUDING CABLE OPERATORS, IS MISUSED.
Our video-on-demand systems allow cable operators to collect and store
video preferences and other data that many viewers may consider confidential.
Unauthorized access or use of this information could result in liability to our
customers, and potentially us, and might deter potential video-on-demand
viewers. We will have no control over the policy of our customers with respect
to the access to this data and the release of this data to third parties.
14
OTHER RISKS
WE HAVE IMPLEMENTED CERTAIN ANTI-TAKEOVER PROVISIONS THAT COULD MAKE IT MORE
DIFFICULT FOR A THIRD PARTY TO ACQUIRE US.
Provisions of Delaware law and our restated certificate of incorporation,
amended and restated bylaws, and rights plan could make it more difficult for a
third party to acquire us, even if doing so would be beneficial to our
stockholders.
We are subject to certain Delaware anti-takeover laws regulating corporate
takeovers. These anti-takeover laws prevent a Delaware corporation from
engaging in a business combination involving a merger or sale of more than 10%
of its assets with any stockholder, including affiliates and associates of the
stockholder, who owns 15% or more of the outstanding voting stock, for three
years following the date that the stockholder acquired 15% or more of the
corporation's stock except under limited circumstances.
There are provisions in our restated certificate of incorporation and our
amended and restated bylaws that also may delay, deter or impede hostile
takeovers or changes of control.
In addition, we have a rights plan, also known as a poison pill. The
rights plan has the potential effect of significantly diluting the ownership
interest in our company of any person that (1) acquires beneficial ownership of
30% or more of our common stock, (2) acquires beneficial ownership of 20% or
more of our common stock and subsequently engages in specified transactions with
us or (3) commences a tender offer that would result in a person or group owning
30% or more of our common stock.
FUTURE SALES OF SHARES OF COMMON STOCK COULD CAUSE THE MARKET PRICE OF OUR
COMMON STOCK TO DECLINE.
The resale by the selling stockholders or by other significant holders of
shares of our common stock in the public market could cause the market price of
our common stock to decline. The federal securities laws impose restrictions on
the ability of certain stockholders to resell their shares of common stock.
IN THE FUTURE, WE MAY NEED TO RAISE ADDITIONAL CAPITAL. THIS CAPITAL MAY NOT BE
AVAILABLE ON ACCEPTABLE TERMS, IF AT ALL. IF WE CANNOT RAISE FUNDS ON
ACCEPTABLE TERMS, IF AND WHEN NEEDED, WE MAY NOT BE ABLE TO DEVELOP OR ENHANCE
OUR PRODUCTS AND SERVICES, TAKE ADVANTAGE OF FUTURE OPPORTUNITIES, GROW OUR
BUSINESS OR RESPOND TO COMPETITIVE PRESSURES OR UNANTICIPATED REQUIREMENTS.
During the next twelve months, we expect to meet our cash requirements with
proceeds from existing cash, cash equivalents and short-term investments, cash
flow from operations and available debt. After that, we may need to raise
additional funds. We cannot be certain that we will be able to obtain
additional financing on favorable terms, if at all.
OUR STOCK PRICE HAS BEEN VOLATILE IN THE PAST AND MAY BE VOLATILE IN THE FUTURE.
Our common stock is traded on The Nasdaq National Market. For the fiscal
year ended June 30, 2000, the high and low closing prices, as reported on The
Nasdaq National Market, were $27.25 and $5.38 respectively. During the nine
months ended March 31, 2001, the high and low closing prices were $20.375 and
$4.00, respectively. The market price of our common stock may fluctuate
significantly in the future in response to various factors, some of which are
beyond our control, including the following and the other risks discussed under
the heading "Risk Factors:"
- variations in our quarterly operating results;
- changes in securities analysts' estimates of our financial
performance;
- the development of the video-on-demand market in general;
- changes in market valuations of similar companies;
- announcement by us or our competitors of significant contracts,
acquisitions, strategic partnerships, joint ventures or capital
commitments;
- loss of a major customer or failure to complete significant
transactions;
- additions or departures of key personnel; and
15
- fluctuations in stock market price and volume.
In addition, in recent years the stock market in general, and The Nasdaq
National Market and the market for technology companies in particular, have
experienced extreme price and volume fluctuations. These fluctuations have
often been unrelated or disproportionate to the operating performance of these
companies. These market and industry factors may materially and adversely
affect our stock price, regardless of our operating performance.
In the past, class action litigation often has been brought against
companies following periods of volatility in the market price of those
companies' common stock. We may become involved in this type of litigation in
the future. Litigation is often expensive and diverts management's attention and
resources, which could materially and adversely affect our business, financial
condition and results of operations.
16
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares by the
selling stockholders.
MANAGEMENT
The following table sets forth information regarding our directors and
executive officers as of May 15, 2001:
NAME POSITION AGE
---- -------- ---
Steve G. Nussrallah Chairman of the Board 50
Jack A. Bryant President, Chief Executive Officer and Director 43
Paul C. Meyer President, Real-Time Division 53
Steven R. Norton Executive Vice President, Chief Financial Officer and Secretary 39
Fred Allegrezza Vice President, Business Development 43
Robert E. Chism Vice President, Development, Xstreme Division 48
Robert T. Menzel Vice President, Sales and Marketing, Real-Time Division 48
David S. Morales Vice President, International Sales and Operations, Xstreme 39
Division
David Nicholas Vice President, Sales, Xstreme Division 47
Alex B. Best Director 60
Michael A. Brunner Director 67
Morton E. Handel Director 65
Bruce N. Hawthorne Director 51
C. Shelton James Director 61
Richard P. Rifenburgh Director 69
Steve G. Nussrallah, Chairman of the Board. Mr. Nussrallah has served as
Chairman of our Board of Directors since October 2000. Mr. Nussrallah has also
been a general partner of Noro-Moseley Partners since January, 2001. Mr.
Nussrallah served as our President and Chief Executive Officer from January 2000
to October 2000 and as President of our Xstreme division from January 1999 to
December 1999. From March 1996 to March 1998, he served as President and Chief
Operating Officer of Syntellect Inc., a publicly held supplier of call center
solutions to the cable television industry. From January 1990 to March 1996,
Mr. Nussrallah served as President and Chief Operating Officer of Telecorp
Systems Inc., a privately held supplier of call center solutions, which was
acquired by Syntellect Inc. in March 1996. From 1984 to 1990, Mr. Nussrallah
was employed by Scientific-Atlanta, a publicly held provider of digital
communications equipment. He initially served as vice president of engineering
for Scientific-Atlanta's cable television operation and later served in
positions of increasing responsibility, including Vice President and General
Manager of its Subscriber Business Unit.
Jack A. Bryant, President, Chief Executive Officer and Director. Mr.
Bryant has served as our President and Chief Executive Officer since October
2000 and as a Director since January 2001. Mr. Bryant served as President of
our Xstreme division from July 2000 to October 2000. Prior to joining
Concurrent, he held a number of positions at Antec Corporation, a communications
technology company that specializes in hybrid-fiber-coax-based networks, from
1991 to June 2000. The positions included, from March 1998 to June 2000,
President of the Network Technologies Group, from January 1996 to March 1998,
President of the Digital Systems Division, and from January 1995 to January
1996, Vice President of Marketing. Before joining Antec, Mr. Bryant held
various product marketing and sales positions at General Instrument and
Scientific-Atlanta.
Paul C. Meyer, President, Real-Time Division. Mr. Meyer has served as
President of our Real-Time Division since December 2000. Immediately prior to
joining Concurrent, he was the President of ASM Associates, Inc., a consulting
firm that provides interim senior management services. From 1994 to 1996, he
served as the Executive Vice President and General Manager of Viacom New Media.
From 1988 to 1994, he served as President of his own consulting firm, Paul C.
Meyer & Associates, Ltd., leading a small team of professionals in consulting
assignments involving turnaround, restructuring, and crisis management. Before
forming his own firm, he served in various positions with Coleco Industries,
Inc.
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Steven R. Norton, Executive Vice President, Chief Financial Officer and
Secretary. Mr. Norton has served as our Executive Vice President and Chief
Financial Officer since October 1999. From March 1996 to April 1999, Mr. Norton
was Vice President of Finance and Administration for LHS Group, Inc., a publicly
held provider of services to communications services providers and Chief
Financial Officer for one of its subsidiaries, LHS Communications Systems, Inc.
Prior to his employment with LHS, he was an Audit Senior Manager for Ernst
&Young and KPMG LLP.
Fred Allegrezza, Vice President, Business Development. Mr. Allegrezza has
served as our Vice President, Business Development since October 1999. Prior to
joining us, from September 1996 to October 1999, Mr. Allegrezza was the
President and CEO of Vivid Technology, Inc., a company that he founded in
September 1996. Prior to founding Vivid Technology, Inc. from April 1995 to
September 1996, Mr. Allegrezza worked with General Instrument as Engineering
Program Manager and Systems Engineering Manager in the first digital interactive
cable systems deployments. Prior to his work at General Instrument, from June
1990 to April 1995, Mr. Allegrezza worked as the Manager of Systems development
and was responsible for development engineering and product marketing for Moore
Products Company.
Robert E. Chism, Vice President, Development, Xstreme Division. Mr. Chism
has served as Vice President, Development of our Xstreme division since April
1999. From June 1996 to April 1999, he served as our Vice President,
Development. From October 1994 through June 1996, he served as Vice President,
Technical and Production Operations of Harris Computer Systems Corporation. In
June 1993, he joined the Harris Computer Systems Division of Harris Corporation
as Director, Simulation Business Area. Before joining the Harris Computer
Systems Division, he held diverse engineering, program management and marketing
assignments in computer and related industries with General Electric Company, a
diversified industrial corporation, and from May 1978 to June 1993 he was
Subsection Manager of Satellite Command and Data Handling.
Robert T. Menzel, Vice President, Sales and Marketing, Real-Time Division.
Mr. Menzel has served as Vice President, Sales of our Real-Time division since
April 1999. He served as our Vice President, real-time systems from June 1997
to March 1999, and our Vice President, North American Sales, from June 1996 to
February 1997. From June 1996 to June 1997, he was our Vice President,
Interactive Video-on-Demand. Mr. Menzel was Vice President, General Manager of
the Trusted Systems Division of Harris Computer Systems Corporation from April
1995 to June 1996, and he served as Vice President, National Sales of Harris
Computer Systems Corporation from October 1994 to April 1995.
David S. Morales, Vice President, International Sales and Operations,
Xstreme Division. Mr. Morales has served as Vice President, International Sales
and Operations, of our Xstreme division since August 1999. From April 1996 to
May 1999, he was Corporate Vice President, International of Syntellect, Inc., a
publicly held supplier of call center solutions to the cable television
industry. From June 1989 to April 1996, he was employed at Scientific-Atlanta,
serving in positions of increasing responsibility, including President, Latin
America and Chief Executive Officer of one of Scientific-Atlanta's joint venture
companies.
David M. Nicholas, Vice President, Sales, Xstreme Division. Mr. Nicholas
has served as Vice President, Sales, of our Xstreme division since March 1999.
From September 1995 to February 1999, he served as Executive Vice President of
Pioneer New Media Technologies, Inc., a provider of audio video products. From
August 1993 to August 1995, he served as Vice President and General Manager of
Texscan Network Systems, a privately held provider of advertising insertion
solutions. Prior to that time, he served in various positions at Pioneer
Communications of America, Panasonic Industrial, and Magnavox.
Alex B. Best, Director. Mr. Best recently joined our Board of Directors in
January 2001. He recently retired as Executive Vice President of Engineering for
Cox Communications, where he had worked since 1986. Before joining Cox, Mr.
Best spent 20 years with Scientific-Atlanta where he was involved in numerous
cable television product developments and business applications. He is also a
member of the National Cable Television Association's (NCTA) Engineering
Advisory Committee, the Society for Cable Television Engineers (SCTE), and the
Technical Advisory Committee of CableLabs, Inc., a research and development
group.
17
Michael A. Brunner, Director. Mr. Brunner has served on our Board of
Directors since November 1994. From 1986 to 1992, Mr. Brunner was President of
AT&T Federal Systems, 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 during a career that spanned
over 37 years.
Morton E. Handel, Director. Mr. Handel has served on our Board of
Directors since June 1991 and served as Chairman of the Board from April 2000 to
October 2000 and from November 1996 through October 1997. 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. He is currently
Chairman of the Board of Marvel Enterprises, Inc., a New York Stock
Exchange-listed toy and entertainment company, and a director of Linens 'n
Things, Inc. Until February 2000, Mr. Handel was a director of CompUSA Inc., a
New York Stock Exchange-listed technology products retailer, and until September
1999, Mr. Handel was a director of Ithaca Industries Inc., a private-label
manufacturer of men and ladies under and outerwear. He is also a former Vice
Chairman of the Board of Regents of the University of Hartford, and serves on
the boards of several not-for-profit entities.
Bruce N. Hawthorne, Director. Mr. Hawthorne has served on our Board of
Directors since February 2000. Mr. Hawthorne has been a partner at the law firm
of King & Spalding since 1982. He chairs King & Spalding's telecommunications
industry practice and has broad experience in mergers and acquisitions,
strategic joint ventures and corporate finance.
C. Shelton James, Director. Mr. James has served on our Board of Directors
since July 1996. From May 1991 to October 1999, Mr. James served as Chief
Executive Officer of Elcotel, Inc., a public company that manufactures
telecommunications equipment. Mr. James was also President of Fundamental
Management Corporation until February 2000, an investment management firm
specializing in active investment in small capitalization companies, where he
also 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 a
Director of CSPI, DRS Technologies, SK Technologies, Inc. and Technisource, Inc.
Richard P. Rifenburgh, Director. Mr. Rifenburgh has served on our Board of
Directors 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 since June 1992
and Chairman since August 1992; Airs Technologies Inc., an industry leader in
proprietary digital audio watermarking systems and solutions, since 1997; and
CyberGuard Corporation from June 1996 to 1999. His experience also includes
three years as a General Partner of Hambrecht & Quist Venture Partners; one year
as Chairman of the Board and Chief Executive Officer of GCA Corporation, a
publicly held manufacturer of semiconductor manufacturing equipment; founder of
Mohawk Data Sciences Corporation, a publicly held manufacturer of computer
equipment in 1964, later serving as Chairman of the Board through 1974; and from
1975 to 1976, Chairman of the Board of the Communications and Computer Industry
Association.
18
SELLING STOCKHOLDERS
We are registering all 5,400,000 shares covered by this prospectus on
behalf of the selling stockholders named in the table below. We issued all of
the shares to the selling stockholders in a private placement transaction. We
have registered the shares to permit the selling stockholders and their
pledgees, donees, transferees or other successors-in-interest that receive their
shares from a selling stockholder as a gift, partnership distribution or other
non-sale related transfer after the date of this prospectus (collectively, the
"Selling Stockholders") to resell the shares when they deem appropriate.
The following table sets forth the name of each of the Selling
Stockholders, the number of shares of our common stock owned by each of the
Selling Stockholders as of May 15, 2001, the number of shares that may be
offered under this prospectus, and the number of shares of our common stock
owned by each of the Selling Stockholders after this offering is completed. We
have prepared this table based on information provided to us by the Selling
Stockholders. None of the Selling Stockholders has had a material relationship
with us within the past three years other than as a result of the ownership of
the shares or other securities of Concurrent Computer Corporation. The number
of shares in the column "Number of Shares Being Offered" represent all of the
shares that each Selling Stockholder may offer under this prospectus. We do not
know how long the Selling Stockholders will hold the shares before selling them,
and we currently have no agreements, arrangements or understandings with any of
the Selling Stockholders regarding the sale of any of the shares. The shares
offered by this prospectus may be offered from time to time by the Selling
Stockholders named below.
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED --------- OWNED
PRIOR TO OFFERING(1) NUMBER OF AFTER OFFERING (3)
-------------------- SHARES BEING ------------------
NAME OF SELLING SHAREHOLDER NUMBER PERCENT OFFERED(2) NUMBER PERCENT
----------------------------------- ---------- -------- --------- --------- --------
Vanguard Capital Opportunity Fund 5,465,000 9.0% 1,000,000 4,465,000 7.4%
(4)
U.S. Bancorp Piper Jaffray Asset 1,263,400 2.1% 850,000 413,400 *
Mgmt. (5) (6)
S.A.C. Capital Associates, LLC (7) 1,002,500 1.7% 500,000 502,500 *
Cumberland Associates LLC (6) (8) 800,000 1.3% 800,000 0 *
Miller Anderson & Sherrerd, LLP (9) 677,900 1.1% 406,700 271,200 *
Prism Partners I, L.P. (10) 385,000 * 385,000 0 *
Lakefront Partners LLC (11) 340,000 * 150,000 190,000 *
Zeke, L.P. (12) 300,000 * 300,000 0 *
Morgan Stanley Investment 269,900 * 93,300 176,600 *
Management Inc. (13)
Prism Partners II Offshore Fund (10) 245,000 * 245,000 0 *
Riggs Investment Management 150,000 * 150,000 0 *
Corporation (6) (14)
Prism Partners Offshore Fund (10) 70,000 * 70,000 0 *
Other Selling Stockholders (15) 505,000 * 450,000 55,000 *
_____________________
19
* Represents beneficial ownership of less than one percent of our common
stock.
(1) The number and percentage of shares includes, on a pro forma basis, the
shares issued in connection with the private placement to the selling
stockholders. Percentage ownership is based on 60,457,413 shares of our
common stock outstanding on May 15, 2001 (including the 5,400,000 shares
issued in connection with the private placement on a pro forma basis), and
is calculated pursuant to Rule 13d-3(d)(1) under the Exchange Act.
(2) This registration statement shall also cover any additional shares of
common stock which become issuable in connection with the shares registered
for sale hereby as a result of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of our
outstanding shares of common stock.
(3) Assumes the sale of all shares offered hereby and no other purchases or
sales of our common stock.
(4) The Vanguard Capital Opportunity Fund is one of the Vanguard Horizon Funds,
a registered investment company under the Investment Company Act of 1940,
and is itself a member of The Vanguard Group of Funds.
(5) U.S. Bancorp Piper Jaffray Asset Mgmt. is affiliated with U.S. Bancorp, a
bank holding company which has its common stock listed on the New York
Stock Exchange under the ticker symbol "USB."
(6) Represents shares of our common stock held for the benefit of accounts
under management. However, the Selling Stockholder has voting and
dispositive power with regard to such shares of common stock.
(7) S.A.C. Capital Advisers, LLC, the investment advisor to S.A.C. Capital
Associates, LLC exercises dispositive and voting power with respect to the
shares of common stock that S.A.C. Capital Associates, LLC is offering in
this prospectus. Mr. Steven A. Cohen is the managing member and controls
S.A.C. Capital Advisers, LLC.
(8) Dispositive and voting power with respect to the shares of common stock
that Cumberland Associates LLC is offering in this prospectus is exercised
by an investment committee comprised of eight or more individuals.
(9) Miller Anderson & Sherrerd, LLP is affiliated with Morgan Stanley & Co., a
publicly traded financial services firm which has its common stock listed
on the New York Stock Exchange under the ticker symbol "MWD."
(10) Weintraub Capital Management, LLC, the investment advisor to each of Prism
Partners I, L.P., Prism Partners II Offshore Fund and Prism Partners
Offshore Fund, exercises dispositive and voting power with respect to the
shares of common stock that each of Prism Partners I, L.P., Prism Partners
II Offshore Fund and Prism Partners Offshore Fund is offering in this
prospectus. Such decisions are exercised by Mr. Jerald Weintraub.
(11) Dispositive and voting power with respect to the shares of common stock
that Lakefront Partners LLC is offering in this prospectus is exercised by
Mr. James B. Wigdale, Jr., President and Chief Executive Officer of
Lakefront Partners LLC.
(12) Dispositive and voting power with respect to the shares of common stock
that Zeke, L.P. is offering in this prospectus is exercised by Mr. Edward
Antoian.
(13) Morgan Stanley Investment Management, Inc. is affiliated with Morgan
Stanley & Co., a publicly traded financial services firm which has its
common stock listed on the New York Stock Exchange under the ticker symbol
"MWD."
(14) Riggs Investment Management Corporation is affiliated with Riggs National
Corporation, a bank holding company which has its common stock quoted on
the Nasdaq National Market under the ticker symbol "RIGS."
(15) Other Selling Stockholders, in the aggregate, beneficially own less than 1%
of Concurrent's outstanding shares of common stock.
20
DESCRIPTION OF CAPITAL STOCK
GENERAL
Our authorized capital stock consists of 100,000,000 shares of common
stock, $0.01 par value, 25,000,000 shares of Series Preferred Stock, $0.01 par
value, and 20,000 shares of Class A Preferred Stock, $100 par value. As of
April 30, 2001, there were 55,057,413 shares of common stock outstanding and no
shares of preferred stock outstanding.
COMMON STOCK
Holders of common stock are entitled to one vote for each share held of
record on all matters submitted to a vote of the stockholders. The holders of
common stock are not entitled to cumulative voting rights with respect to the
election of directors, and as a consequence, minority stockholders will not be
able to elect directors on the basis of their votes alone. Subject to
preferences that may be applicable to any then outstanding preferred stock,
holders of common stock are entitled to receive ratably such dividends as may be
declared by the board of directors out of funds legally available therefor. See
"Dividend Policy." In the event of a liquidation, dissolution or winding up,
holders of the common stock are entitled to share ratably in all assets
remaining after payment of liabilities and the liquidation preference of any
then outstanding preferred stock. Holders of common stock have no preemptive
rights and no right to convert their common stock into any other securities.
There are no redemption or sinking fund provisions applicable to the common
stock. All outstanding shares of common stock are, and all shares of common
stock to be outstanding upon completion of the offering will be, fully paid and
non-assessable.
SERIES PREFERRED STOCK
Under the terms of our restated certificate of incorporation, the board of
directors is authorized to issue shares of preferred stock in one or more series
without stockholder approval. The board has discretion to determine the rights,
preferences, privileges and restrictions, including voting rights, dividend
rights, conversion rights, redemption privileges and liquidation preferences of
each series of preferred stock.
The purpose of authorizing the board of directors to issue preferred stock
and determine its rights and preferences is to eliminate delays associated with
a stockholder vote on specific issuances. The issuance of preferred stock,
while providing desirable flexibility in connection with possible acquisitions
and other corporate purposes, could make it more difficult for a third party to
acquire, or could discourage a third party from acquiring, a majority of our
outstanding voting stock. We have no present plans to issue any shares of
preferred stock.
CLASS A PREFERRED STOCK
Under the terms of our restated certificate of incorporation, 20,000 shares
of Class A Preferred Stock, $100 par value, are authorized, and no shares of
Class A Preferred Stock are outstanding. The holders of Class A Preferred Stock
have no voting rights. The holders of the Class A Preferred Stock are entitled
to receive a cash dividend, if, as and when declared by the board of directors
out of funds legally available therefor, at the rate of $6.00 per share per
annum from the date of issue on a cumulative basis. In the event of a
liquidation, dissolution or winding up, the holders of Class A Preferred Stock
shall be entitled to receive from our assets $100 per share in cash or other
property plus, in the case of each share, an amount equal to any dividends
declared but unpaid thereon to the date of the liquidation, dissolution or
winding up. The holders of Class A Preferred Stock have the right to require us
to repurchase with funds legally available therefor up to 20% each year of the
number of Class A Preferred Stock outstanding at a repurchase price of $100 per
share plus any dividends declared but unpaid thereon to the date of repurchase.
We have the right to redeem all or any of the shares of Class A Preferred Stock
upon 30 days written notice at the redemption price of $100 per share plus any
dividends declared but unpaid thereon to the date fixed for redemption.
SERIES A PARTICIPATING CUMULATIVE PREFERRED STOCK
Under the terms of our Rights Plan, dated July 31, 1992, our board of
directors declared a dividend distribution of one Series A Participating
Cumulative Preferred Right for each share of our common stock. See
"Anti-Takeover Provisions." There are no outstanding shares of Series A
Participating Cumulative Preferred Stock.
21
WARRANTS
Scientific-Atlanta holds outstanding warrants to purchase 2,000,000 shares
of our common stock at a price of $5.00 per share, exercisable through August
17, 2002. The exercise price is subject to adjustment for stock splits,
combinations, stock dividends, mergers, and other similar recapitalization
events. In addition, Scientific-Atlanta may be granted warrants to purchase up
to a maximum of 8,000,000 additional shares of our common stock. The granting
of these additional shares will be based upon performance goals measured by the
revenue we receive from sales of equipment to systems employing
Scientific-Atlanta's equipment. For each $30.0 million increment of video
stream revenue from systems employing Scientific-Atlanta's equipment, we will
issue warrants to Scientific-Atlanta for that number of shares determined by
dividing $1.5 million by the per share cost impact to us of the warrants, using
the Black-Scholes valuation method, up to a maximum of 888,888 shares per
warrant. If, based on the Black-Scholes calculation, a warrant to purchase in
excess of 888,888 shares should be granted as of any date, the excess shares
will be included in any future grant in which the calculation would otherwise
result in the grant of a warrant for a number of shares less than the maximum.
The price per share of these additional shares will equal 85% of the current
market price per share of our common stock on the date the warrant is issued.
Comcast holds warrants to purchase 50,000 shares of our common stock at a
price of $5.196 per share, exercisable through March 29, 2005. The exercise
price is subject to adjustment for stock splits, combinations, stock dividends,
mergers, and other similar recapitalization events. The exercise price is also
subject to adjustment for issuances of additional equity securities at a
purchase price less than the then current fair market value of our common stock.
In addition, we are generally obligated to issue new warrants to purchase shares
of our common stock to Comcast at the end of each quarter through March 31,
2004, based upon performance goals measured by the number of subscribers to
Comcast's cable service with the ability to utilize our video-on-demand systems.
We will also issue additional warrants to purchase shares of our common stock,
if at the end of any quarter the total number of Comcast cable subscribers with
the ability to utilize our video-on-demand system exceeds specified threshold
levels. Based upon the information currently available, we do not expect the
warrants to be issued to Comcast to exceed 1% of our outstanding shares of
common stock. The exercise price of warrants to be issued to Comcast will equal
the average closing price of our common stock for the 30 trading days prior to
the applicable warrant issuance date and will be exercisable over a four-year
term.
REGISTRATION RIGHTS
On October 28, 1999, we entered into a definitive agreement and plan of
merger with Concurrent Acquisition Company, Vivid Technology, Fred Allegrezza
and Gary Lauder for the merger of Vivid Technology into Concurrent Acquisition
Company. In connection with the merger, we issued 2,233,699 shares of our
common stock. Of the 2,233,699 shares of our common stock we issued, 1,028,460
shares are subject to registration pursuant to a registration rights agreement
dated October 28, 1999 that we entered into with Fred Allegrezza, Gary Lauder,
and Robert Clasen. Pursuant to such registration statement, Mr. Allegrezza, Mr.
Lauder and Mr. Clasen have piggyback registration rights. Mr. Allegrezza, Mr.
Lauder and Mr. Clasen have waived their piggyback registration rights with
respect to the resale registration statement.
On August 17, 1998, we entered into a definitive agreement with
Scientific-Atlanta providing for the joint development and marketing of a
video-on-demand system to cable network operators. In exchange for
Scientific-Atlanta's technical and marketing contributions, we issued warrants
to purchase 2,000,000 shares of our common stock, exercisable at $5.00 per share
over a four-year term. We may also be obligated to issue warrants to purchase
additional shares of common stock to Scientific-Atlanta under the development
agreement in the future. The shares of our common stock issuable upon exercise
of the outstanding warrants and any future warrants are subject to registration
rights. Pursuant to the outstanding warrant, Scientific-Atlanta has one demand
registration right and piggyback registration rights. Scientific-Atlanta has
waived its piggyback registration rights with respect to the resale registration
statement.
On March 29, 2001, we entered into a definitive purchase agreement with
Comcast providing for the purchase of video-on-demand equipment. In connection
with the purchase agreement, we issued warrants to purchase 50,000 shares of our
common stock, exercisable at $5.196 per share over a four year term. We may
also be obligated to issue warrants to purchase additional shares of common
stock in the future under a warrant issuance agreement that we entered into with
22
Comcast on March 29, 2001. The shares of our common stock issuable upon
exercise of the outstanding warrant and any future warrants are subject to
registration pursuant to a registration rights agreement that we entered into
with Comcast on March 29, 2001. Pursuant to the registration rights agreement,
Comcast has two demand registration rights and piggyback registration rights.
Comcast has waived its piggyback registration rights with respect to the resale
registration statement.
ANTI-TAKEOVER PROVISIONS
DELAWARE LAW
We are subject to the provisions of Section 203 of the Delaware General
Corporation Law regulating corporate takeovers. Section 203 prevents Delaware
corporations, including those that are listed on The Nasdaq National Market,
from engaging in a business combination involving a merger or sale of more than
10% of the corporation's assets, with any interested stockholder, that is, a
stockholder who owns 15% or more of the corporation's outstanding voting stock,
as well as affiliates and associates of any such person, for three years
following the date that the stockholder became an interested stockholder unless:
- the transaction that resulted in the stockholder becoming an
interested stockholder was approved by the board of directors prior to
the date the interested stockholder attained such status;
- upon consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the interested stockholder owned
at least 85% of the voting stock of the corporation outstanding at the
time the transaction commenced, excluding those shares owned by (1)
persons who are directors as well as officers and (2) employee stock
plans in which employee participants do not have the right to
determine confidentially whether shares held subject to the plan will
be tendered in a tender or exchange offer; or
- on or subsequent to such date, the business combination is approved by
the board of directors and authorized at an annual or special meeting
of stockholders by the affirmative vote of at least two-thirds of the
outstanding voting stock that is not owned by the interested
stockholder.
A Delaware corporation may opt out of Section 203 with an express provision
in its original certificate of incorporation or an express provision in its
certificate of incorporation or bylaws resulting from a stockholders' amendment
approved by at least a majority of the outstanding voting shares. We have not
opted out of the provisions of Section 203. This statute could prohibit or
delay mergers or other takeover or change of control attempts with respect to us
and, accordingly, may discourage attempts to acquire us.
RESTATED CERTIFICATE OF INCORPORATION AND AMENDED AND RESTATED BYLAW
PROVISIONS
There are provisions in our restated certificate of incorporation and our
amended and restated bylaws that may make it more difficult to acquire control
of us by various means. These provisions could deprive the stockholders of
opportunities to realize a premium on the shares of common stock owned by them.
In addition, these provisions may adversely affect the prevailing market price
of the stock. These provisions are intended to:
- enhance the likelihood of continuity and stability in the composition
of the board and in the policies formulated by the board;
- discourage the types of transactions which may involve an actual or
threatened change in control of us;
- discourage tactics that may be used in proxy fights;
- encourage persons seeking to acquire control of us to consult first
with the board of directors to negotiate the terms of any proposed
business combination or offer; and
- reduce our vulnerability to an unsolicited proposal for a takeover
that does not contemplate the acquisition of all outstanding shares of
us or that is otherwise unfair to our stockholders.
Advance Notice Requirements for Stockholder Proposals and Director
Nominations. Our amended and restated bylaws provide that stockholders seeking
to bring business before an annual meeting of stockholders or seeking to
nominate candidates for election as directors at an annual meeting of
stockholders, must provide timely notice thereof in writing. To be timely, a
stockholder's notice must be delivered to, or mailed and received at, our
principal executive offices not less than 60 days nor more than 90 days prior to
the date of our annual meeting. Our amended and restated bylaws also specify
requirements as to the form and content of a stockholder's notice. These
provisions may preclude stockholders from bringing matters before an annual
meeting of stockholders or from making nominations for directors at an annual
meeting of stockholders.
23
Authorized but Unissued Shares. The authorized but unissued shares of
common stock and preferred stock are available for future issuance without
stockholder approval. These additional shares may be utilized for a variety of
corporate purposes, including future public offerings to raise additional
capital, corporate acquisitions and employee benefit plans. The existence of
authorized but unissued shares of common stock and preferred stock could render
more difficult or discourage an attempt to obtain control of us by means of a
proxy contest, tender offer, merger or otherwise.
Stockholder Action by Written Consent. The Delaware General Corporation
Law provides generally that any action required or permitted to be taken at any
annual or special meeting of our stockholders may be taken without a meeting
upon the written consent of a majority of the shares entitled to vote on the
matter. Our restated certificate of incorporation provides that no action
required or permitted to be taken at any annual or special meeting of our
stockholders may be taken without a meeting except upon the written consent of
the holders of 100% of the shares of stock entitled to vote upon the action.
This limitation on the right of stockholders to take action by written consent
could make it more difficult for stockholders to initiate actions.
Supermajority Vote to Amend Stockholder Action by Written Consent
Provision. The Delaware General Corporation Law provides generally that the
affirmative vote of a majority of the shares entitled to vote on any matter is
required to amend a corporation's certificate of incorporation or bylaws, unless
a corporation's certificate of incorporation or bylaws, as the case may be,
requires a greater percentage. Our restated certificate of incorporation
imposes a 66 2/3% vote requirement in connection with the amendment of the
provisions relating to the ability of stockholders to take action by written
consent.
Rights Agreement. We have a stockholder rights agreement. Under our
stockholder rights agreement, each stockholder has one right for each share of
our common stock it holds. Each right entitles its holder to purchase one
one-hundredth of a share of Series A Participating Cumulative Preferred Stock,
par value $.01 per share, at a cash purchase price of $30.00. We have the
authority, subject to limitations, to supplement or amend the rights agreement
without the approval of the holders of certificates representing shares of our
common stock. The rights agreement, dated as of July 31, 1992, between us and
The First National Bank of Boston, as rights agent, describes the terms of the
rights.
The rights are attached to all outstanding shares of our common stock and
trade with our common stock until they become exercisable. We will not
distribute separate rights certificates. The rights will separate from our
common stock and a distribution date will occur upon the earlier of:
(1) ten business days following the date of any public announcement that a
person or group of affiliated or associated persons has acquired:
(a) beneficial ownership of 30% or more of our outstanding shares of
voting capital stock; or
(b) beneficial ownership of 20% or more of our outstanding shares of
voting capital stock and any 20% holder:
- merges into us under specified circumstances;
- merges into one of our subsidiaries; or
- participates in a transaction with us on other than an arm's
length basis; or
(2) ten business days following the commencement of a tender offer or
exchange offer that would result in a person or group owning 30% or
more of the outstanding shares of our common stock.
Any person or group that inadvertently causes the rights to separate by
virtue of its beneficial ownership may avoid, under certain conditions, a
distribution of the rights by providing notice to us of its inadvertent
acquisition and reducing its beneficial ownership below 20% prior to
distribution of the rights.
24
Until the distribution date or earlier redemption or expiration of the
rights:
(1) the rights will be evidenced by the common stock certificates and will
be transferred with and only with those common stock certificates; and
(2) the surrender or transfer of any certificates for common stock will
also constitute the transfer of the rights associated with the common
stock represented by those certificates.
The rights are not exercisable until the distribution date and will expire
at the close of business on August 14, 2002, unless we redeem them first as
described below.
As soon as practicable after the distribution date, we will mail right
certificates to holders of record of common stock as of the close of business on
the distribution date. Thereafter, the separate right certificates alone will
represent the rights. Except as otherwise determined by our board of directors,
we will issue rights only with shares of our common stock issued before the
distribution date.
If any person becomes the beneficial owner of 30% or more of the
outstanding shares of our common stock we will provide each right holder, other
than the beneficial owner of 30% or more of the outstanding shares of our common
stock, with the right to receive upon exercise of the right that number of
shares of common stock having a market value of two times the exercise price of
the right. Each holder of a right shall have the right to receive, upon
exercise, common stock of an acquiring company having a value equal to two times
the exercise price of the right, in the event that, at any time following the
stock acquisition date:
(1) we are acquired in a merger or other business combination transaction;
(2) we are the surviving company in a merger but our stock is converted
into other property; or
(3) 50% or more of our assets or earning power is sold.
We may adjust the purchase price payable, and the number of one
one-hundredths of a share of Series A Participating Cumulative Preferred Stock
or other securities or property issuable, upon exercise of the rights from time
to time to prevent dilution:
(1) in the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Series A Participating Cumulative Preferred
Stock;
(2) if holders of the Series A Participating Cumulative Preferred Stock
are granted certain rights or warrants to subscribe for Series A
Participating Cumulative Preferred Stock or convertible securities at
less than the current market price of the Series A Participating
Cumulative Preferred Stock; or
(3) upon the distribution to holders of the Series A Participating
Cumulative Preferred Stock of evidences of indebtedness or assets,
excluding regular quarterly cash dividends, or of subscription rights
or warrants, other than those referred to above.
With certain exceptions, we will not adjust the purchase price until
cumulative adjustments amount to at least 1% of the purchase price. We will not
issue fractional rights or fractional shares and, instead, appropriate
adjustments will be made.
The rights are redeemable in whole, but not in part, at a price of $.0025
per right by our board of directors at any time until the tenth day after the
stock acquisition date or a later date as a majority of the continuing directors
then in office may determine. Under the terms of our rights agreement, the
decision to redeem requires the agreement of a majority of the continuing
directors.
Immediately upon the action of the board of directors ordering redemption
of the rights, with the agreement or a majority of the continuing directors, the
rights will terminate and thereafter the holders of rights will be entitled only
to receive the redemption price.
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Until a right is exercised, the holder will have no rights as a stockholder
beyond those as an existing stockholder. As long as the rights are attached to
our common stock, we will issue one right with each new share of our common
stock issued.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the common stock is American Stock
Transfer & Trust, New York, New York.
26
PLAN OF DISTRIBUTION
The Selling Stockholders may sell the shares from time to time. The Selling
Stockholders will act independently of us in making decisions regarding the
timing, manner and size of each sale. The sales may be made on The Nasdaq Stock
market, one or more exchanges or in the over-the-counter market or otherwise, at
prices and at terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. The Selling Stockholders may effect
such transactions by selling the shares to or through broker-dealers. The
shares may be sold by one or more of, or a combination of, the following:
- a block trade in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction,
- purchases by a broker-dealer as principal and resale by such
broker-dealer for its account pursuant to this prospectus,
- an exchange distribution in accordance with the rules of such
exchange,
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers,
- put or call option transactions relating to the shares or through
short sales of shares, and
- in privately negotiated transactions.
To the extent required, this prospectus may be amended or supplemented from
time to time to describe a specific plan of distribution. If the plan of
distribution involves an arrangement with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, the supplement will disclose:
- the name of each such Selling Stockholder and of the participating
broker-dealer(s),
- the number of shares involved,
- the price at which such shares were sold,
- the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable,
- that such broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this
prospectus, and
- other facts material to the transaction.
In addition, upon being notified by a Selling Stockholder that a donee or
pledgee intends to sell more than 500 shares, we will file a supplement to this
prospectus.
In effecting sales, broker-dealers engaged by the Selling Stockholders may
arrange for other broker-dealers to participate in the resales.
The Selling Stockholders may enter into hedging transactions with
broker-dealers in connection with distributions of the shares or otherwise. In
these transactions, broker-dealers may engage in short sales of the shares in
the course of hedging the positions they assume with Selling Stockholders. The
Selling Stockholders also may sell shares short and redeliver the shares to
close out such short positions. The Selling Stockholders may enter into option
or other transactions with broker-dealers which require the delivery to the
broker-dealer of the shares. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this prospectus. The Selling Stockholders also
may loan or pledge the shares to a broker-dealer. The broker-dealer may sell the
shares so loaned, or upon a default the broker-dealer may sell the pledged
shares pursuant to this prospectus. In effecting any of these transactions, a
selling stockholder must comply with all applicable federal and state securities
laws.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Stockholders. Broker-dealers
or agents may also receive compensation from the purchasers of the shares for
whom they act as agents or to whom they sell as principals, or both.
Compensation as to a particular broker-dealer might be in excess of customary
commissions and will be in amounts to be negotiated in connection with the sale.
Broker-dealers or agents and any other participating broker-dealers or the
Selling Stockholders may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act in connection with sales of the shares.
Accordingly, any such commission, discount or concession received by them and
any profit on the resale of the shares purchased by them may be deemed to be
underwriting discounts or commissions under the Securities Act. Because Selling
Stockholders may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act, the Selling Stockholders will be subject to the
prospectus delivery requirements of the Securities Act. In addition, any
27
securities covered by this prospectus which qualify for sale pursuant to Rule
144 promulgated under the Securities Act may be sold under Rule 144 rather than
pursuant to this prospectus. The Selling Stockholders have advised us that they
have not entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their securities. There is
no underwriter or coordinating broker acting in connection with the proposed
sale of shares by the Selling Stockholders.
The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available.
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the shares may not simultaneously engage in
market making activities with respect to our common stock for a period of two
business days prior to the commencement of such distribution. In addition, each
Selling Stockholder will be subject to applicable provisions of the Exchange Act
and the associated rules and regulations under the Exchange Act, including
Regulation M, which provisions may limit the timing of purchases and sales of
shares of our common stock by the Selling Stockholders. We will make copies of
this prospectus available to the Selling Stockholders and have informed them of
the need to deliver copies of this prospectus to purchasers at or prior to the
time of any sale of the shares.
We will bear all costs, expenses and fees in connection with the
registration of the shares, other than fees and expenses, if any, of counsel or
other advisors of the Selling Stockholders. The Selling Stockholders will bear
all commissions and discounts, if any, attributable to the sales of the shares.
The Selling Stockholders may agree to indemnify any broker-dealer or agent that
participates in transactions involving sales of the shares against certain
liabilities, including liabilities arising under the Securities Act. The
Selling Stockholders have agreed to indemnify us, our directors and officers and
control persons, against certain liabilities in connection with the offering of
the shares, including liabilities arising under the Securities Act.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other information with the SEC. You
may read and copy any document we file at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-732-0330 for further information on the public reference rooms. Our
SEC filings are also available to the public on the SEC's website at
http://www.sec.gov.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information filed with the
SEC will update and supersede this information. We incorporate by reference the
documents listed below and any future filings we make with the SEC under Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until this
offering is completed.
1. Our Annual Report on Form 10-K for the fiscal year ended June 30, 2000
as amended by our Annual Report on Form 10-K/A for the fiscal year
ended June 30, 2000;
2. Our Quarterly Reports on Form 10-Q for the quarterly periods ended
September 30, 2000, December 31, 2000 and March 31, 2001 as amended by
our Quarterly Reports on Form 10-Q/A for the quarterly periods ended
September 30, 2000, December 31, 2000 and March 31, 2001,
respectively; and
3. Our Current Report on Form 8-K dated May 15, 2001.
The reports and other documents that we file after the date of this
prospectus will update and supersede the information in this prospectus.
You may request a copy of these filings by writing or telephoning us at:
Concurrent Computer Corporation, 4375 River Green Parkway, Duluth, Georgia
30096, Attn: Assistant Secretary; phone: (678) 258-4000.
YOU SHOULD RELY ONLY ON THE INFORMATION PROVIDED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
DIFFERENT INFORMATION. THE SELLING STOCKHOLDERS ARE NOT MAKING AN OFFER OF
THESE SECURITIES IN ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT
ASSUME THAT THE INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER
THAN THE DATE ON THE FRONT OF THE DOCUMENT.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements made, or incorporated by reference in this prospectus
may constitute "forward-looking statements" within the meaning of the federal
securities laws. When used, or incorporated by reference in this prospectus,
the words "believes," "expects," "estimates" and similar expressions are
intended to identify forward-looking statements. Statements regarding future
events and developments and our future performance, as well as our expectations,
beliefs, plans, estimates or projections relating to the future, are
forward-looking statements within the meaning of these laws. All
forward-looking statements are subject to certain risks and uncertainties that
could cause actual events to differ materially from those projected. The risks
and uncertainties which could affect our financial condition or results of
operations include, without limitation:
- changes in product demand;
- economic conditions;
- various inventory risks due to changes in market conditions;
- uncertainties relating to the development and ownership of
intellectual property;
- uncertainties relating to our ability and the ability of other
companies to enforce their intellectual property rights;
- the pricing and availability of equipment, materials and inventories;
- the limited operating history of our video-on-demand segment;
- the concentration of our customers;
- failure to effectively manage growth;
- delays in testing and introductions of new products;
- rapid technology changes;
- the highly competitive environment in which we operate; and
- the entry of new well-capitalized competitors into our markets.
Other important risk factors are discussed in this prospectus under the
heading "Risk Factors" beginning on page 6.
Our forward looking statements are based on current expectations and speak
only as of the date of such statements. We undertake no obligation to publicly
update or revise any forward-looking statement, whether as a result of future
events, new information or otherwise.
LEGAL MATTERS
The validity of the shares of common stock offered by this prospectus will
be passed upon for us by King & Spalding. Bruce N. Hawthorne, a partner of
King & Spalding, is a director of Concurrent.
EXPERTS
The consolidated financial statements as of and for the year ended June 30,
2000 and the related financial statement schedule for the year ended June 30,
2000 incorporated in this prospectus by reference from Concurrent's Annual
Report on Form 10-K/A for the year ended June 30, 2000 have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report which
expresses an unqualified opinion and includes an explanatory paragraph relating
to the restatement described in Note 24, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing. The
consolidated financial statements and schedule of Concurrent as of June 30, 1999
and for each of the years in the two-year period ended June 30, 1999 have been
incorporated by reference herein and in the registration statement in reliance
upon the report of KPMG LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as experts
in accounting and auditing.
28
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED Prospectus July 19, 2001
TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION NOT
CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY US. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY ANY SECURITIES OTHER THAN THE COMMON STOCK TO
WHICH IT RELATES, OR AN OFFER IN ANY JURISDICTION TO ANY
PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER IN
SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AT ANY TIME AFTER THE DATE
HEREOF.
5,400,000 Shares
Table Of Contents
Page
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Business . . . . . . . . . . . . . . . . . . . . . . . 2 CONCURRENT COMPUTER
Risk Factors . . . . . . . . . . . . . . . . . . . . . 6 CORPORATION
Use of Proceeds . . . . . . . . . . . . . . . . . . . 16
Management . . . . . . . . . . . . . . . . . . . . . . 16
Selling Stockholders . . . . . . . . . . . . . . . . . 19 COMMON STOCK
Description Of Capital Stock . . . . . . . . . . . . . 21
Plan of Distribution . . . . . . . . . . . . . . . . . 27
Where You Can Find More Information. . . . . . . . . . 28
Information Incorporated by Reference. . . . . . . . . 28
Cautionary Note Regarding Foraward-Looking
Statements. . . . . . . . . . . . . . . . . . . . . . .28
Legal Matters . . . . . . . . . . . . . . . . . . . . .28
Experts . . . . . . . . . . . . . . . . . . . . . . . .28