Filed Pursuant to Rule 424(b)(3)
Registration Number 333-90056
CONCURRENT COMPUTER CORPORATION
291,461 SHARES OF COMMON STOCK
This Prospectus relates to the public offering of 291,461 shares of our
common stock that were issued in a private placement to the selling stockholder
identified in this prospectus. We will not receive any proceeds from the sale
of these shares, and we have agreed to bear the expenses incurred in connection
with the registration of these shares.
The prices at which the selling stockholder may sell the shares will be
determined by or based on the prevailing market price for the shares or in
negotiated transactions. The selling stockholder also may 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 June 19, 2002, the last reported sale price of our common stock was
$4.94 per share.
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THE COMMON STOCK OFFERED INVOLVES A HIGH DEGREE OF RISK. SEE "CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS" IN THIS PROSPECTUS AND "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 JUNE 20, 2002.
BUSINESS
OVERVIEW
We believe that 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 currently provide
video-on-demand services to five of the seven largest U.S. cable system
operators that have begun to offer video-on-demand services in one or more
residential markets. As cable systems expand their video-on-demand product
offerings, we believe we are well-positioned to be a provider of choice.
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. In 2001, we introduced our
MediaHawk Model 2000 video-on-demand system, which is compatible with both
Scientific-Atlanta and Motorola equipment.
A real-time system is specially designed to acquire, process, store, and
display large amounts of rapidly changing information in real-time 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 are currently developing a new real time operating system on
the Linux platform to provide our real time customers an alternative to our
original, proprietary platform.
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USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares by the
selling stockholder. All the proceeds will be received by the selling
stockholder.
SELLING STOCKHOLDER
We are registering all 291,461 shares covered by this prospectus on behalf
of the selling stockholder. We have registered the shares to permit the selling
stockholder and its affiliates that receive their shares from the selling
stockholder through non-sale related transfers after the date of this prospectus
to resell the shares when they deem appropriate.
We issued 291,461 shares of our common stock directly to Thirdspace Living
Limited on March 19, 2002. Under a Share Purchase and Warrant Issuance
Agreement, we invested $7,000,000 in C ordinary shares of Thirdspace through a
$4,000,000 cash payment and the issuance of approximately $3,000,000 of our
common stock, which amounted to 291,461 shares based on a 20-day trailing
average computed on March 12, 2002 of approximately $10.293 per share. In
connection with the issuance of our common stock, we entered into a Registration
Rights Agreement under which we agreed to file a registration statement with the
Securities and Exchange Commission on Form S-3 to register the shares issued in
the transaction. We also entered into a Strategic Alliance Agreement under which
we agreed to jointly develop and market an integrated end-to-end solution to
enable broadband telecommunications carriers to provide broadcast television,
interactive television, and video-on-demand services to subscribers on digital
subscriber line transportation networks.
The following table sets forth the name of the selling stockholder, the
number of shares of our common stock owned by the selling stockholder as of June
7, 2002, the number of shares that may be offered under this prospectus, and the
number of shares of our common stock owned by the selling stockholder after this
offering is completed. We have prepared this table based on information provided
to us by the selling stockholder. Other than as described above, the selling
stockholder has not 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 stockholder may offer under this
prospectus. We do not know how long the selling stockholder will hold the shares
before selling them. The shares offered by this prospectus may be offered from
time to time by the selling stockholder. Notwithstanding the foregoing, the
selling stockholder has agreed not to sell any of the shares prior to August 1,
2002. After August 1, 2002, the selling stockholder may sell 145,731 of the
shares. After December 14, 2002, the selling stockholder may sell an additional
72,865 of the shares and after March 19, 2003, the selling stockholder may sell
the remaining 72,865 shares.
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED OWNED
PRIOR TO OFFERING (1) NUMBER OF AFTER OFFERING (3)
---------------------- SHARES BEING ----------------------
NAME OF SELLING STOCKHOLDER NUMBER PERCENT OFFERED (2) NUMBER PERCENT
--------------------------- ---------- ---------- ------------ ---------- ----------
Thirdspace Living Limited 291,461 * 291,461 0 *
--------------------------------
* Represents beneficial ownership of less than one percent of our common stock.
(1) Percentage ownership is based on 61,855,727 shares of our common stock
outstanding on June 7, 2002, 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.
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PLAN OF DISTRIBUTION
The selling stockholder may sell the shares on the Nasdaq National Market,
in the over-the-counter market or otherwise, at market prices prevailing at the
time of sale, at prices related to the prevailing market prices, or at
negotiated prices. In addition, the selling stockholder may sell shares
through:
- a block trade in which a broker-dealer may resell a part of the block,
as principal, in order to facilitate the transaction;
- purchases by a broker-dealer, as principal, and resale by the
broker-dealer for its account; or
- ordinary brokerage transactions and transactions in which a broker
solicits purchasers.
When selling the shares, the selling stockholder may enter into one or
more, or a combination of, hedging transactions with financial institutions (the
"counterparties"), in which it:
- enters into transactions involving short sales of the shares by
counterparties;
- sells the shares short itself and redelivers such shares to close out
its short positions;
- enters into option, forward or other types of transactions that
require the selling stockholder to deliver the shares to a
counterparty, who may resell or transfer the shares under this
prospectus; or
- loan or pledge the shares to a counterparty, who may sell or transfer
such shares.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from the selling stockholder for their
services. A broker-dealer engaged by the selling stockholder may allow other
broker-dealers to participate in resales. The selling stockholder and any
broker-dealers involved in the sale or resale of the shares may qualify as
"underwriters" within the meaning of the Section 2(11) of the Securities Act.
In addition, the broker-dealers' commissions, discounts or concessions may
qualify as underwriters' compensation under the Securities Act. The selling
stockholder will be subject to the prospectus delivery requirements of the
Securities Act.
In addition to selling the shares under this prospectus, the selling
stockholder may:
- agree to indemnify any broker-dealer or agent against certain
liabilities related to the selling of the shares, including
liabilities arising under the Securities Act; or
- transfer its shares in other ways not involving market makers or
established trading markets, including directly by gift, distribution,
or other transfer.
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 and is complied with.
Any person participating in the distribution of the shares 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 shares of
our common stock by any such person. Furthermore, Regulation M may restrict the
ability of any person engaged in the distribution of shares of our common stock
to engage in market-making activities with respect to shares of our common
stock. These restrictions may affect the marketability of shares of our common
stock and the ability of any person or entity to engage in market-making
activities with respect to shares of our common stock.
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We will file a supplement to this prospectus, to the extent required,
pursuant to Rule 424(b) under the Securities Act upon being notified by the
selling stockholder that any material arrangement has been entered into with a
broker-dealer for the sale of shares through a block trade, special offering,
exchange distribution or secondary distribution of a purchase by a broker or
dealer. Such supplement will disclose:
- the name of the 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.
If underwriters are used in a sale, the shares 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 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 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.
Upon sale under the registration statement that includes this prospectus,
the shares of our 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 room in
Washington, D.C. Please call the SEC at 1-800-SEC-0330 (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. Our Quarterly Reports on Form 10-Q for the quarters ended September
30, 2001, December 31, 2001 and March 31, 2002;
3. Our Current Reports on Form 8-K, dated October 22, 2001, October 25,
2001, January 29, 2002, March 20, 2002, April 25, 2002 and June 7,
2002; and
4. The description of our common stock contained in the Registration
Statement on Form 8-A dated January 23, 1986, as amended by 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.
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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. We will provide this
information at no cost to you.
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 STOCKHOLDER 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:
- availability of video-on-demand content;
- delays or cancellations of customer orders;
- 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;
- demand shifts from high-priced, proprietary real-time systems to
low-priced, open server systems;
- system errors or failures;
- reliance on a limited number of suppliers;
- uncertainties associated with international business activities,
including foreign regulations, trade controls, taxes, and currency
fluctuations;
- 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.
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EXPERTS
The consolidated financial statements and the related financial statement
schedules as of June 30, 2001 and 2000, and for each of the two years in the
period ended June 30, 2001 incorporated in this prospectus and in the
registration statement by reference from Concurrent's Current Report on Form 8-K
dated June 7, 2002 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 statement and related schedule of Concurrent
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.
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED Prospectus June 20, 2002
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.
291,461 Shares
Table Of Contents
Page
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Business 2
Use of Proceeds 3
Selling Stockholder . . . . . . . . . . . . . 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 COMMON STOCK
Statements. . . . . . . . . . . . . . . . . . 6
Legal Matters . . . . . . . . . . . . . . . . 6
Experts. . . . . . . . . . . . . . . . . . . .7