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 December 5, 2002, the last reported sale price of our common stock
was $2.90 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 ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED JUNE 30, 2002, WHICH
IS INCORPORATED HEREIN BY REFERENCE, FOR A DISCUSSION OF SOME IMPORTANT RISKS
YOU SHOULD CONSIDER BEFORE BUYING ANY SHARES OF COMMON STOCK.
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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 DECEMBER 5, 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 video-on-demand servers
and related software, referred to as our video-on-demand systems, primarily to
residential cable television operators also known as multiple system operators,
that have upgraded their networks to support interactive, digital services. Our
real-time business provides high-performance real-time computer systems used
primarily for simulations and data acquisition applications. We market our
real-time computer systems to U.S. government prime contractors, agencies of the
U.S. government and commercial markets where the immediate capture and delivery
of information is critical. Although almost all of our revenues prior to fiscal
2000 were derived from our Real-Time division, we expect in the near term that a
majority 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 systems that have two-way capability to deliver
video-on-demand to subscribers served through digital set-top boxes. We have
been selected to supply our video-on-demand system for 48 markets. Of these, 38
have been publicly announced by multiple system operators, including the first
commercial deployment at AOL Time Warner's Oceanic regional division in Oahu,
Hawaii and the largest system-wide commercial deployment at AOL Time Warner's
Tampa Bay regional division in Florida. All of the eight largest multiple
system operators have begun deploying video-on-demand services in one or more
residential markets. We believe we are well-positioned to be a provider of
choice to these multiple system operators.
Initially, we focused our video-on-demand business on the development of
video-on-demand systems designed to be compatible with Scientific-Atlanta, Inc.
digital cable equipment. In October 1999, we acquired Vivid Technology, Inc.
and obtained certain server technology compatible with Motorola, Inc. digital
cable equipment. Since September of 2000, we have been selling video-on-demand
systems that are compatible with both Scientific-Atlanta and Motorola headend
equipment, initially with our MediaHawk Model 2000 and since January 2002 with
our MediaHawk Model 3000.
Our primary video-on-demand focus is on the digitally equipped North
American multiple system operators. However, we are also developing
video-on-demand opportunities in the domestic and international cable, internet
protocol (IP) and digital subscriber line, Telco or DSL, and educational
markets. Although delivery of video-on-demand to the home over DSL and IP
currently is not practical in the United States, we have several of these
deployments in the international market and have made the DSL market a strategic
initiative.
Our real-time computer systems and software are specially designed to
acquire, process, store, and display large amounts of rapidly changing
information in real-time that is with millisecond or microsecond response as
changes occur. We have over 35 years of experience in real-time systems,
including specific expertise in systems, applications software, productivity
tools, and networking. Our systems and software support real-time applications
in hardware in-the-loop simulations, man in-the-loop simulations, data
acquisition, and industrial control systems markets.
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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
December 4, 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.
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED NUMBER OF OWNED
PRIOR TO OFFERING (1) SHARES BEING AFTER OFFERING (3)
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NAME OF SELLING STOCKHOLDER NUMBER PERCENT OFFERED (2) NUMBER PERCENT
--------------------------- ------------ --------- ------------- --------- ----------
Thirdspace Living Limited 291,461 * 291,461 0 *
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* Represents beneficial ownership of less than one percent of our common stock.
(1) Percentage ownership is based on 61,863,998 shares of our common stock
outstanding on December 4, 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.
3
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,
2002;
2. Our Quarterly Report on Form 10-Q for the quarter ended September 30,
2002;
3. Our Current Reports on Form 8-K, dated August 12, 2002, August 23,
2002 and October 29, 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 Reports on Form 8-A/A, dated August 12, 2002 and September 25,
2002.
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 Annual Report on Form
10-K for the fiscal year ended June 30, 2002, 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, 2002 and 2001, and for each of the three years in the
period ended June 30, 2002 incorporated in this prospectus 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 Prospectus December 5, 2002
BEEN AUTHORIZED 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 CORPORATION
Where You Can Find More Information . . . 5 COMMON STOCK
Information Incorporated by Reference. . . 5
Cautionary Note Regarding Forward-Looking
Statements. . . . . . . . . . . . . . . . 6
Legal Matters. . . . . . . . . . . . . . . 6
Experts. . . . . . . . . . . . . . . . . . 7