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):
June 29, 2011

Concurrent Computer Corporation
(Exact Name of Registrant as Specified in its Charter)

Delaware
0-13150
04-2735766
(State or Other
(Commission
(IRS Employer
Jurisdiction
File Number)
Identification Number)
of Incorporation)
   

4375 River Green Parkway, Suite 100, Duluth, Georgia
30096
(Address of Principal Executive Offices)
(Zip Code)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 29, 2011, Concurrent Computer Corporation (the “Company”) filed a Certificate of Amendment to its Restated Certificate of Incorporation (the “Charter Amendment”) with the Delaware Secretary of State to reduce the number of authorized shares from 125,020,000 to 15,270,000 shares.  The Charter Amendment will reduce the number of authorized shares of $0.01 par value Common Stock from 100,000,000 shares to 14,000,000 shares, and reduce the number authorized shares of $0.01 par value Series Preferred stock from 25,000,000 shares to 1,250,000 shares.  A copy of the Charter Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.
 
Item 5.07
Submission of Matters to a Vote of Security Holders.

Proposal 1: To approve an amendment to Concurrent’s Restated Certificate of Incorporation to effect a reduction in the number of shares Concurrent is authorized to issue (a) from 100,000,000 shares to 14,000,000 shares of common stock, par value $0.01; and (b) from 25,000,000 shares to 1,250,000 shares of series preferred stock, par value $0.01.

For
Against
Abstain
7,814,820
67,364
75,909

Proposal 2: To adjourn or postpone the Special Meeting, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, Proposal 1 has not been approved.
 
 
For
Against
Abstain
7,711,662
163,273
83,158

Item 9.01
Financial Statements and Exhibits.

Number
Description of Document

3.1
Certificate of Amendment of the Restated Certificate of Incorporation of Concurrent Computer Corporation.

 
 
 

Signatures
 
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:  June 30, 2011
       
   
By:
/s/ Emory O. Berry
 
     
Emory O. Berry
 
     
Chief Financial Officer and Executive Vice President of Operations

 
 
 

EXHIBIT INDEX

Number
Description of Document

Certificate of Amendment of the Restated Certificate of Incorporation of Concurrent Computer Corporation.

 
Exhibit 3.1

CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
CONCURRENT COMPUTER CORPORATION

Concurrent Computer Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), pursuant to the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY:

1.     Article SECOND of the Restated Certificate of Incorporation of the Corporation is hereby amended by replacing the first paragraph of Article SECOND in its entirety with the following:

The address of its registered office is 615 South DuPont Highway, in the City of Dover, County of Kent, Zip Code 19901.  The name of its registered agent at such address is National Corporate Research, Ltd.

2.     Article FOURTH of the Restated Certificate of Incorporation of the Corporation is hereby amended by replacing the first paragraph of Article FOURTH in its entirety with the following:

The total number of shares of capital stock which the Corporation shall have authority to issue is fifteen million two hundred seventy thousand (15,270,000) shares, of which fourteen million (14,000,000) shares shall be Common Stock, $.01 par value, twenty thousand (20,000) shares shall be Class A Preferred Stock, $100 par value, and one million two hundred and fifty thousand (1,250,000) shall be Series Preferred Stock, $.01 par value.

This amendment has been duly adopted in accordance with the provisions of Section 242 of the DGCL.

IN WITNESS WHEREOF, the Corporation has caused its duly authorized officer to execute this Certificate of Amendment on this 29th day of   June, 2011.

 
Concurrent Computer Corporation
 
       
 
By:
/s/ Kirk L. Somers
 
 
Name:
Kirk L. Somers
 
 
Title:
EVP