form8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
____________
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported):
August 1,
2008
Concurrent
Computer Corporation
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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0-13150
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04-2735766
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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4375 River Green
Parkway, Suite 100, Duluth, Georgia
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30096
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (678)
258-4000
Not
applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
£ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
£ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
£ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
£ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Compensatory
Arrangements of Certain Officers
On August
1, 2008, Concurrent Computer Corporation (the “Company”) hired Emory O. Berry,
42, as the Company’s Chief Financial Officer and Executive Vice President of
Operations. Mr. Berry has been serving as the Company’s Chief
Financial Officer through the financial management staffing firm TechCFO, LLC
(“TechCFO”) since March 9, 2007.
In
connection with Mr. Berry’s hire, the Company entered into an employment
agreement, dated August 1, 2008, with Mr. Berry (the “Employment Agreement”)
setting forth the terms of his employment. Pursuant to the terms of
the Employment Agreement, Mr. Berry’s employment commenced on August 1, 2008 and
will continue for a period of four years. Mr. Berry will receive a
base salary at an annualized rate of $295,000 for 2008, which amount will be
reviewed annually. Mr. Berry will also be eligible for a bonus under
the Company’s annual incentive plan, which currently provides an annual bonus
opportunity in a target amount of 50% of his then current base
salary. The objectives for each year and other terms and conditions
of the bonus opportunity are established by the Board or a committee
thereof. For superior performance, the bonus opportunity may be
increased up to one and one-half times his annual target bonus. In
addition, Mr. Berry will be eligible to participate in all employee benefit
programs of the Company made available to senior executives.
Further,
pursuant to the Employment Agreement, the Compensation Committee of the Board
has granted Mr. Berry, effective on Mr. Berry’s first date of employment, an
award of 10,000 shares of restricted stock (the “Restricted Stock”) with the
restrictions lapsing on 25% of the award each year over a four-year period and
an option to purchase 20,000 shares of the Company’s common stock with a per
share exercise price equal to the closing price of the Company’s common stock on
Mr. Berry’s first day of employment with 25% of the shares vesting each year
over a four-year period. The options will also vest 100% and all
restrictions on restricted stock will lapse upon termination of Mr. Berry by the
Company without due cause (as defined in the Employment Agreement) or in a
constructive termination (as defined in the Employment Agreement) or upon a
change in control (as defined in the Employment Agreement).
Beginning
with fiscal year 2009 and during the period of his employment, Mr. Berry will be
eligible to participate in long term incentive programs of the Company made
available to senior executives as deemed appropriate by the Compensation
Committee. The Company will reimburse Mr. Berry for all reasonable
out-of-pocket expenses incurred by him in connection with his
employment.
The
Employment Agreement provides that employment may be terminated by either the
Company or Mr. Berry at any time. In the event Mr. Berry voluntarily
resigns or is terminated for due cause (as defined in the Employment Agreement),
compensation under the Employment Agreement will end. In the event
the Employment Agreement is terminated:
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·
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directly
by the Company without due cause;
or
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·
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constructively
by the Company in certain circumstances;
or
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·
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within
one year of a change in control (as defined in the Employment
Agreement);
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Mr. Berry
will be entitled to (1) a continuation of salary for a period of twelve (12)
months from the date of termination (the “Severance Period”), (2) an immediate
lump sum payment equal to the amount, if any, paid as an annual bonus in the
year preceding his termination, and (3) continued coverage under the Company’s
healthcare plans through the severance period. Mr. Berry must execute
a release acceptable to the Company prior to receiving any such
payment. The Employment Agreement also provides that if an employee
is terminated due to death or continuing disability the employee or his estate
will be paid six months of salary. Notwithstanding the foregoing, the
timing of severance payments called for under the Employment Agreement is
subject to adjustment in order to comply with terms of Section 409A of the
Internal Revenue Code of 1986, as amended.
If Mr.
Berry 's employment is terminated for any reason, he is prohibited from
competing with the Company, soliciting its customers, or trying to hire its
employees for the period in which he receives severance, if any, plus one
year.
The
foregoing description of the Employment Agreement is qualified in its entirety
by reference to the full text of the Employment Agreement attached hereto as
Exhibit 10.1 and incorporated herein by reference in its entirety.
The press
release issued by the Company announcing Mr. Berry’s employment is attached
hereto as Exhibit 99.1 and is incorporated herein by reference in its
entirety.
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits
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Employment
Agreement, dated August 1, 2008, between Concurrent Computer Corporation
and Emory O. Berry.
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Press
Release dated August 5, 2008.
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Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CONCURRENT
COMPUTER CORPORATION
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Date: August
6, 2008
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By:
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/s/
Kirk L. Somers
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Kirk
L. Somers
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Executive
Vice President,
General
Counsel and Secretary
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