AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 10, 2003
REGISTRATION NO. 333-72012
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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.)
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4375 RIVER GREEN PARKWAY, SUITE 100
DULUTH, GEORGIA 30096
(678) 258-4000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
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STEVEN R. NORTON
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
CONCURRENT COMPUTER CORPORATION
4375 RIVER GREEN PARKWAY, SUITE 100
DULUTH, GEORGIA 30096
(678) 258-4000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
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COPIES TO:
ALAN J. PRINCE
JOHN D. CAPERS, JR.
KING & SPALDING LLP
191 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30303-1763
(404) 572-4600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
NO LONGER APPLICABLE BECAUSE THE SHARES ARE BEING REMOVED FROM REGISTRATION.
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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: [_]
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: [_]
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THIS POST-EFFECTIVE AMENDMENT SHALL BECOME EFFECTIVE IN ACCORDANCE WITH SECTION
8(C) OF THE SECURITIES ACT OF 1933, ON SUCH DATE AS THE SECURITIES AND EXCHANGE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(C) MAY DETERMINE.
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DEREGISTRATION OF SECURITIES
Concurrent Computer Corporation, a Delaware corporation ("Concurrent"),
filed a Registration Statement on Form S-3 (File No. 333-72012) (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") on October 22, 2001, registering 2,054,431 shares of Concurrent's
common stock, par value $.01 per share: to be sold from time-to-time by two
selling stockholders as follows:
- 2,000,000 shares for Scientific-Atlanta Strategic Investments, L.L.C.
("S-A"); and
- 54,431 shares for Comcast Concurrent Holdings, Inc ("Comcast").
Concurrent subsequently filed Pre-Effective Amendment No. 1 to the Registration
Statement on November 20, 2001. The Commission declared the Registration
Statement effective on November 20, 2001.
In accordance with the undertaking contained in Part II, Item 17(a)(3) of
the Registration Statement pursuant to Item 512(a)(3) of Regulation S-K,
Concurrent files this post-effective amendment to remove from registration all
of the shares which remain unsold under the registration statement as of the
date hereof. Concurrent is deregistering all shares to be sold by S-A because
the shares to be sold by S-A were issuable upon the exercise of a warrant that
expired unexercised on August 17, 2002. Concurrent is also deregistering all
shares to be sold by Comcast, because its obligation to maintain the
effectiveness of the Registration Statement with respect to such shares pursuant
to the terms of the registration rights agreement by and between Concurrent and
Comcast dated as of March 29, 2001 has expired.
Accordingly, Concurrent files this Post-Effective Amendment No. 1 to the
Registration Statement on Form S-3 to deregister 2,054,431 shares of its common
stock covered by the Registration Statement that remain unsold as of the date
hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and
Rule 478(a)(4) thereunder, 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 Post-Effective Amendment No. 1 to the Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Duluth, state of Georgia, on October 10, 2003.
CONCURRENT COMPUTER CORPORATION
By: /s/ Jack A. Bryant, III
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Jack A. Bryant, III
President and Chief Executive Officer