UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
May 15, 2007
Concurrent Computer Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 0-13150 04-2735766
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(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification Number)
of Incorporation)
4375 River Green Parkway, Suite 100, Duluth, Georgia 30096
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (678) 258-4000
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Not applicable
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(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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On May 15, 2007, Concurrent Computer Corporation (the "Company") entered into
Securities Purchase Agreements (each a "Securities Purchase Agreement" and
collectively, the "Securities Purchase Agreements") with the accredited
investors (the "Purchasers") identified on the signature pages thereto for the
private placement (the "Offering") of the Company's common stock, par value
$0.01 (the "Common Stock"), pursuant to which the Company issued and sold, for
an aggregate purchase price of $14 million, 11,200,000 shares of Common Stock
(the "Shares") and warrants (the "Warrants," together with the Shares, the
"Securities") exercisable into 2,800,000 shares of Common Stock at an exercise
price of $1.62 per share. The Warrants are exercisable as of the date of
issuance and expire five years therefrom. The Company completed the sale of the
Securities on May 18, 2007. The Offering resulted in aggregate proceeds to the
Company of $14 million, before deducting commissions, fees and expenses. The
Company intends to use the proceeds of the private placement for general
corporate purposes including working capital and capital expenditures.
The foregoing descriptions are qualified in their entirety by reference to the
Forms of Warrant and the Form of Securities Purchase Agreement that are attached
hereto as Exhibits 4.1, 4.2 and 10.1, respectively, and are incorporated herein
by reference.
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES
See Item 1.01 for a description of the sale of the Securities, which information
is incorporated herein by reference.
The Securities are exempt from the registration requirements of the Securities
Act of 1933, pursuant to Rule 506 of Regulation D. Each Purchaser represented to
the Company that they were "Accredited Investors", as defined in Rule 501 of
Regulation D under the Securities Act of 1933, as amended (the "Securities
Act"). Neither the Shares nor the Warrants have been registered under the
Securities Act and neither may be offered or sold in the United States, except
pursuant to an effective registration statement or an applicable exemption from
the registration requirements of the Securities Act. The Company has agreed to
file a registration statement covering the resale of the Shares and the shares
of Common Stock issuable upon exercise of the Warrants.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
4.1 Form of Warrant (schedule of purchasers included)
4.2 Form of Warrant (schedule of purchasers included)
10.1 Form of Securities Purchase Agreement dated May 15, 2007 among
Concurrent Computer Corporation and the purchasers identified on the
signature pages thereto (schedule of purchasers included)
Signatures
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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.
CONCURRENT COMPUTER CORPORATION
Date: May 18, 2007 By: /s/ Emory O. Berry
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Emory O. Berry
Chief Financial Officer