Edgar Filing: CONCURRENT COMPUTER CORP/DE

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 22, 2001
REGISTRATION NO. 333-______

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________

CONCURRENT COMPUTER CORPORATION
(Exact name of Registrant as Specified in Its Charter)

DELAWARE 04-2735766
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

_______________

4375 RIVER GREEN PARKWAY
DULUTH, GEORGIA 30096
(678) 258-4000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)

_______________

STEVEN R. NORTON
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
CONCURRENT COMPUTER CORPORATION
4375 RIVER GREEN PARKWAY
DULUTH, GEORGIA 30096
(678) 258-4000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)

_______________

COPIES TO:
ALAN J. PRINCE
JOHN D. CAPERS, JR.
KING & SPALDING
191 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30303-1763
(404) 572-4600

_______________

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

_______________

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [_]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: [X]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering: [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]

CALCULATION OF REGISTRATION FEE
=================================================================================================================================
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
--------------------------------- ---------------- --------------------------- ---------------------------- -----------------

Common Stock, $0.01 par value 2,054,431 shares $ 9.43 $ 19,373,285 $ 4,844
per share . . . . . . . . . . .
--------------------------------- ---------------- --------------------------- ---------------------------- -----------------

(1) Estimated solely for the purpose of computing the amount of the
registration fee in accordance with Rule 457(c) under the Securities Act.

_______________

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

PRELIMINARY PROSPECTUS-SUBJECT TO COMPLETION, DATED OCTOBER 22, 2001

_______________

The information in this prospectus is not complete and may be changed. The
selling stockholders may not sell the common stock covered by this prospectus
until the registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell the common
stock and it is not soliciting an offer to buy the common stock in any state
where the offer or sale is not permitted.

_______________

CONCURRENT COMPUTER CORPORATION

2,054,431 SHARES OF COMMON STOCK

This Prospectus relates to the public offering of 2,054,431 shares of our
common stock that are issuable upon exercise of warrants we granted to the
selling stockholders identified in this prospectus. We will not receive any
proceeds from the sale of these shares. We will receive proceeds if and when the
warrants are exercised by the selling stockholders, and those warrant proceeds
will be used for general corporate purposes.

The prices at which the selling stockholders may sell the shares will be
determined by or based on 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 October 19, 2001 the last reported sale price of our common stock was
$10.20 share.

_______________

THE COMMON STOCK OFFERED INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS"
IN OUR CURRENT REPORT ON FORM 8-K, DATED OCTOBER 22, 2001, WHICH IS INCORPORATED
HEREIN BY REFERENCE, 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 OCTOBER __, 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 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 (cable) 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.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares by the
selling stockholders. All the proceeds will be received by the selling
stockholders. We will receive proceeds if and when the warrants are exercised by
the selling stockholders, and those warrant proceeds will be used for general
corporate purposes.

SELLING STOCKHOLDERS

We are registering all 2,054,431 shares covered by this prospectus on
behalf of the selling stockholders. 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 the selling stockholders
as a gift, partnership distribution or other non-sale related transfer after the
date of this prospectus to resell the shares when they deem appropriate.

We issued Scientific-Atlanta, Inc. a warrant to purchase 2,000,000 shares
of our common stock directly from us. The warrant was originally issued on
August 17, 1998, in connection with an agreement with Scientific-Atlanta, Inc.
to jointly develop and market a video-on-demand system. Under the agreement, we
were able to receive early development releases from Scientific-Atlanta. In
addition, we have jointly developed a system architecture that is compliant with
AOL Time Warner video-on-demand architecture requirements. Further,
Scientific-Atlanta may in certain circumstances have the right to receive
additional warrants to purchase up to a maximum of 8,000,000 additional shares
of our common stock under the agreement. The granting of these additional
warrants will be based upon performance goals measured by the revenue we receive
from sales of equipment to systems employing Scientific-Atlanta's equipment. To
date, no additional warrants have been granted. In January 2001,
Scientific-Atlanta transferred the warrant to purchase the 2,000,000 shares
covered by this prospectus to an affiliate, Scientific-Atlanta Strategic
Investments, L.L.C. The warrant is currently exercisable at a price of $5.00 per
share and must be exercised on or before August 17, 2002.

We issued Comcast Concurrent Holdings, Inc. warrants to purchase 54,431
shares of our common stock directly from us. A warrant to purchase 50,000 shares
was issued on March 29, 2001, in connection with a multi-year strategic purchase
agreement with Comcast. A warrant to purchase 4,431 shares was issued to Comcast
Concurrent Holdings on October 9, 2001, because performance goals under the
agreement were met. We are generally obligated to issue new warrants to purchase
shares of our common stock to Comcast Concurrent Holdings 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. The warrant to purchase 50,000 shares is
currently exercisable at a price of $5.196 per share and must be exercised by
March 29, 2005. The warrant to purchase 4,431 shares is currently exercisable at
a price of $6.251 per share and must be exercised by October 9, 2005.

The following table sets forth the name of the selling stockholders, the
number of shares of our common stock owned by the selling stockholders as of
October 19, 2001, the number of shares that may be offered under this
prospectus, and the number of shares of our common stock owned by the selling
stockholders after this offering is completed. We have prepared this table based
on information provided to us by the selling stockholders. Other than as
described above, neither of the selling stockholders has had a material
relationship with us within the past three years. The number of shares in the
column "Number of Shares Being Offered" represent all of the shares that the
selling stockholders 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 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.

SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED OWNED
PRIOR TO OFFERING (1) NUMBER OF AFTER OFFERING (3)
----------------------- SHARES BEING --------------------
NAME OF SELLING STOCKHOLDERS NUMBER PERCENT OFFERED (2) NUMBER PERCENT
------------------------------------------ --------- ------------ ------------ ------ ------------

Scientific-Atlanta Strategic Investments, 2,000,000 3.3% 2,000,000 0 *
L.L.C. (4)

Comcast Concurrent Holdings, Inc. (5) 54,431 * 54,431 0 *

------------------------------------
* Represents beneficial ownership of less than one percent of our common
stock.
(1) Percentage ownership is based on 60,815,678 shares of our common stock
outstanding on September 30, 2001, 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) Scientific-Atlanta Strategic Investments, L.L.C. is an indirect wholly
owned subsidiary of Scientific-Atlanta, Inc., a publicly traded company
which has its common stock listed on the New York Stock Exchange under the
ticker symbol "SFA."
(5) Comcast Concurrent Holdings, Inc. is an indirect wholly owned subsidiary of
Comcast Corporation, a publicly traded company which has its common stock
traded on the Nasdaq National Market under the ticker symbol "CMCSK."

PLAN OF DISTRIBUTION

Our common stock may be offered for sale and sold in one or more
transactions, including block transactions, at a fixed price or prices, which
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at prices determined on a negotiated
or competitive bid basis. Shares of common stock may be sold directly, through
agents designated from time to time, or by such other means as may be specified
in any supplement to this prospectus. Participating agents or broker-dealers in
the distribution of any of the shares of common stock may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended. Any
discount or commission received by any underwriter and any participating agents
or broker-dealers, and any profit on the resale of shares of common stock
purchased by any of them may be deemed to be underwriting discounts or
commissions under the Securities Act.

Shares of our common stock may be sold through a broker-dealer acting as
agent or broker or to a broker-dealer acting as principal. In the latter case,
the broker-dealer may then resell such shares of common stock to the public at
varying prices to be determined by the broker-dealer at the time of resale.

To the extent required, the number of shares of common stock to be sold,
information relating to the underwriters, the purchase price, the public
offering price, if applicable, the name of any underwriter, agent or
broker-dealer, and any applicable commissions, discounts or other items
constituting compensation to such underwriters, agents or broker-dealers with
respect to a particular offering will be set forth in an accompanying supplement
to this prospectus.

If underwriters are used in a sale, shares of common stock will be acquired
by the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. Shares of
common stock may be offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by one or more
firms acting as underwriters. The underwriter or underwriters with respect to a
particular underwritten offering of shares of common stock will be named in the
supplement to this prospectus relating to that offering and, if an underwriting
syndicate is used, the managing underwriter or underwriters will be stated on
the cover of the prospectus supplement.

Under the securities laws of some states, the shares of common stock
registered by the registration statement may be sold in those states only
through registered or licensed brokers or dealers.

Any person participating in the distribution of common stock registered
under the registration statement that includes this prospectus will be subject
to applicable provisions of the Securities Exchange Act of 1934, as amended, and
the applicable SEC rules and regulations, including, among others, Regulation M,
which may limit the timing of purchases and sales of any of our common stock by
any such person. Furthermore, Regulation M may restrict the ability of any
person engaged in the distribution of our common stock to engage in
market-making activities with respect to our common stock. These restrictions
may affect the marketability of our common stock and the ability of any person
or entity to engage in market-making activities with respect to our common
stock.

Upon sale under the registration statement that includes this prospectus,
the shares of common stock registered by the registration statement will be
freely tradable in the hands of persons other than our affiliates.

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,
2001;

2. The description of our common stock contained in the Registration
Statement on Form 8-A dated January 23, 1986; and

3. Our Current Report on Form 8-K, dated October 22, 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 IS 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 THIS 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 our Current Report on Form
8-K, dated October 22, 2001, incorporated herein by reference.

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 each of the years in
the two year period ended June 30, 2001 and the related financial statement
schedule for each of the years in the two year period ended June 30, 2001
incorporated in this prospectus and in the registration statement by reference
from Concurrent's Annual Report on Form 10-K for the year ended June 30, 2001
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, 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 the year 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.

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED Prospectus October __, 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.

2,054,431 Shares

Table Of Contents
Page
----
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . 3
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . 3
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . 4 CONCURRENT COMPUTER
Where You Can Find More Information. . . . . . . . . . . . . . 5 CORPORATION
Information Incorporated by Reference. . . . . . . . . . . . . 5
Cautionary Note Regarding Forward-Looking
Statements . . . . . . . . . . . . . . . . . . . . . . . . . . 5 COMMON STOCK
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . .6
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . .6

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth all expenses, other than underwriting
discounts and commissions, payable by the Registrant in connection with the sale
of the common stock being registered. The amounts shown are estimates, except
for the registration fee.

Registration Fee. . . . . . . . . . . . . $ 4,844
Nasdaq additional listing fee . . . . . . 17,500
Legal fees and expenses . . . . . . . . . 25,000
Accounting fees and expenses. . . . . . . 15,000
Miscellaneous expenses. . . . . . . . . . 2,656
-------
TOTAL . . . . . . . . . . . . . . . $65,000
=======

ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation-a derivative action), if
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
action, and the statute requires court approval before there can be any
indemnification where the person seeking indemnification has been found liable
to the corporation. The statute provides that it is not exclusive of other
indemnification that may be granted by a corporation's charter, bylaws,
disinterested director vote, stockholder vote, agreement or otherwise. Article
XXIII of our Amended and Restated Bylaws provides for indemnification of our
directors, officers, employees and agents for expenses (including attorneys'
fees), judgments or fines of any threatened, pending or completed action, suit
or proceeding.

Article 11 of our restated certificate of incorporation provides that
directors shall not be liable for monetary damages resulting from a breach of
their fiduciary duties, except for liability for any of the following: (1) any
breach of the duty of loyalty to us and our stockholders; (2) acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law; (3) as provided under Section 174 of the Delaware General Corporation
Law (which provides that directors are personally liable for unlawful dividends
or unlawful stock repurchase or redemptions); or (4) any transaction from which
a director personally derived any improper personal benefit. If the Delaware
General Corporation Law is amended after approval by the stockholders of Article
11 to authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of any of our directors shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law, as so amended from time to time. Any repeal or modification of
Article 11 shall not increase the personal liability of any of our directors for
any act or occurrence taking place prior to such repeal or modification, or
otherwise adversely affect any right or protection of any of our directors
existing hereunder prior to the time of such repeal or modification.

We have entered into indemnity agreements with our directors and executive
officers (each, an "Indemnitee" and collectively, the "Indemnitees"). The
indemnity agreements provide a contractual right to indemnification to the
Indemnitees for certain expenses incurred due to actions, suits or other
proceedings brought against them in their capacity as directors, officers,
employees or agents of us or any of our subsidiaries.

II-1

We maintain director and officer liability insurance policies on behalf of
any person who is or was a director or officer of us or our subsidiary companies
providing for insurance against any liability incurred by him or her in any such
capacity or arising out of his or her status as such. The policies contain
various reporting requirements and exclusions.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) EXHIBITS.

EXHIBIT NO. DESCRIPTION
----------- -----------

4.1 Restated Certificate of Incorporation of the Registrant
(Incorporated by reference to the Registrant's
Registration Statement on Form S-2 (No. 33-62440))

4.2 Amended and Restated Bylaws of the Registrant
(Incorporated by reference to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended December
28, 1996)

4.3 Form of Common Stock Certificate (Incorporated by
reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1992)

4.4 Rights Agreement dated as of July 31, 1992 between the
Registrant and First National Bank of Boston, as rights
agent (Incorporated by reference to the Registrant's
Current Report on Form 8-K dated August 20, 1992)

4.5* Warrant to purchase shares of Common Stock of the
Registrant dated January 8, 2001 (originally issued on
August 17, 1998) reissued to Scientific-Atlanta Strategic
Investments, L.L.C.

4.6* Letter Amendment, dated October 16, 2001, to Warrant to
purchase shares of Common Stock of the Registrant dated
January 8, 2001 (originally issued on August 17, 1998)
reissued to Scientific-Atlanta Strategic Investments,
L.L.C.

4.7* Registration Rights Agreement, dated March 29, 2001, by
and among the Registrant and Comcast Concurrent Holdings,
Inc.

5.1* Opinion of King & Spalding regarding the validity of the
securities being registered

23.1* Consent of KPMG LLP

23.2* Consent of Deloitte & Touche LLP

23.3* Consent of King & Spalding (included as part of Exhibit
5.1)

24* Power of Attorney

_______________

* Filed herewith.

II-2

ITEM 17. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the foregoing provisions, Delaware Corporation law, the
purchase agreement, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer, or controlling person of the Registrant in the successful defense of
any action, suit, or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered hereunder,
the Registrant will, unless in the opinion of its counsel the question has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 22nd day of October, 2001.

CONCURRENT COMPUTER CORPORATION

By: /s/ Jack A. Bryant
---------------------------------------
Jack A. Bryant
President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints, jointly and severally, Jack A.
Bryant and Steven R. Norton, and each of them acting individually, as his
attorney-in-fact, each with full power of substitution and resubstitution, for
him in any and all capacities, to sign any and all amendments to this
Registration Statement (including post-effective amendments), and to file the
same, with exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact, or their substitute or substitutes,
may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 22nd day of October, 2001:

Signature Title
--------- -----

/s/ Steve G. Nussrallah Chairman of the Board and Director
-------------------------
Steve G. Nussrallah

/s/ Jack A. Bryant President, Chief Executive Officer and Director
------------------------- (Principal Executive Officer)
Jack A. Bryant

/s/ Steven R. Norton Executive Vice President, Chief Financial Officer and
------------------------- Secretary (Principal Financial and Accounting Officer)
Steven R. Norton

/s/ Alex B. Best Director
-------------------------
Alex B. Best

/s/ Michael A. Brunner Director
-------------------------
Michael A. Brunner

/s/ Morton G. Handel Director
-------------------------
Morton G. Handel

/s/ Bruce N. Hawthorne Director
-------------------------
Bruce N. Hawthorne

/s/ C. Shelton James Director
-------------------------
C. Shelton James

/s/ Richard P. Rifenburgh Director
-------------------------
Richard P. Rifenburgh

II-4

EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION
----------- -----------

4.1 Restated Certificate of Incorporation of the Registrant
(Incorporated by reference to the Registrant's
Registration Statement on Form S-2 (No. 33-62440))

4.2 Amended and Restated Bylaws of the Registrant
(Incorporated by reference to the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended December
28, 1996)

4.3 Form of Common Stock Certificate (Incorporated by
reference to the Registrant's Annual Report on Form 10-K
for the fiscal year ended June 30, 1992)

4.5* Warrant to purchase shares of Common Stock of the
Registrant dated January 8, 2001 (originally issued on
August 17, 1998) reissued to Scientific-Atlanta Strategic
Investments, L.L.C.

4.7* Registration Rights Agreement, dated March 29, 2001, by
and among the Registrant and Comcast Concurrent Holdings,
Inc.

5.1* Opinion of King & Spalding regarding the validity of the
securities being registered

23.1* Consent of KPMG LLP

23.2* Consent of Deloitte & Touche LLP

23.3* Consent of King & Spalding (included as part of Exhibit
5.1)

24* Power of Attorney

_______________

* Filed herewith.