UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-A

 

 

 

REGISTRATION STATEMENT ON FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) or 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

 

 

Concurrent Computer Corporation

(Exact Name of Registrant as Specified in its Charter)

 

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

 

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

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

 

Name of each exchange on which

each class is to be registered

Preferred Stock Purchase Rights   NASDAQ Global Market

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  ¨

 

Securities Act registration file number to which this form relates: None.

 

Securities to be registered pursuant to Section 12(g) of the Act: None.

 

 

 

 

Item 1. Description of Registrant’s Securities to be Registered.

 

On March 1, 2016, Concurrent Computer Corporation (the “Company”) entered into a Tax Asset Preservation Plan (the “Plan”) with American Stock Transfer & Trust Company, LLC, as rights agent.

 

The board of directors (the “Board”) of the Company adopted the Plan in an effort to deter acquisitions of the Company’s common stock, par value $0.01 per share (the “Common Stock”), that would potentially limit the Company’s ability to use its net loss carryforwards and certain other tax attributes (collectively, “NOLs”) to reduce its potential future federal income tax obligations. The Company has experienced, and may continue to experience, substantial operating losses, and for federal and state income tax purposes, the Company may “carry forward” NOLs in certain circumstances to offset current and future taxable income, which will reduce the Company’s federal and state income tax liability. As a result, these NOLs can be a valuable asset of the Company, which may inure to the benefit of the Company and its stockholders. However, if the Company experiences an “ownership change,” as defined in Section 382 of the Internal Revenue Code, its ability to use the NOLs could be substantially limited, and the timing of the usage of the NOLs could be substantially delayed, which could adversely affect the value of the NOLs. Generally, an ownership change occurs if the percentage of the Company’s stock owned by one or more “five percent stockholders” increases by more than fifty percentage points over the lowest percentage of stock owned by such stockholders at any time during the prior three-year period. The Plan has a 4.9% “trigger” threshold which is intended to act as a deterrent to any person acquiring 4.9% or more of the outstanding Common Stock without the approval of the Board. This would protect the Company’s NOLs because changes in ownership by persons owning less than 4.9% of the outstanding Common Stock are not included in the calculation of whether the Company has experienced an “ownership change” under Section 382 of the Internal Revenue Code. There is no guarantee, however, that the Plan will prevent the Company from experiencing an ownership change.

 

In connection with the adoption of the Plan, the Board declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock as of the close of business on March 16, 2016. The Rights will initially trade with, and will be inseparable from, the Common Stock. The Rights are evidenced only by certificates representing shares of Common Stock (or, with respect to uncertificated shares of Common Stock, by the balances indicated in the book-entry account system of the Company’s transfer agent). New Rights will accompany any new shares of Common Stock issued after March 16, 2016 until the Distribution Date described in the Plan. In addition, new Rights will accompany any new shares of Common Stock issued after the Distribution Date upon conversion of any convertible securities of the Company and the exercise of options to purchase shares of Common Stock granted by the Company that were outstanding prior to the Distribution Date described in the Plan.

 

The Plan and the Certificate of Designations to the Company’s Restated Certificate of Incorporation, as amended, establishing the terms of the Series B Junior Participating Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”) are attached as Exhibits 10.1 and 3.1, respectively, to this Registration Statement on Form 8-A and are incorporated herein by reference. A description of the Rights and associated Series B Preferred Stock are contained in the Company’s Current Report on Form 8-K dated March 1, 2016 and incorporated herein by reference.

 

Item 2. Exhibits.

 

Exhibit No.

 

Description

4.1   Tax Asset Preservation Plan, dated as of March 1, 2016, between Concurrent Computer Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on March 1, 2016).
     
4.2   Form of Right Certificate (included in Exhibit 4.1).
     
4.3   Summary of Rights to Purchase Preferred Shares (included in Exhibit 4.1).
     
4.4   Certificate of Designations of the Series B Participating Preferred Stock (incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on March 1, 2016).
     
4.5   Form of Series B Participating Preferred Stock Certificate.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

  Concurrent Computer Corporation  
         
         
  By: /s/ Emory O. Berry  
    Name: Emory O. Berry  
Date: March 1, 2016   Title: Chief Financial Officer and Executive Vice President of Operations  

 

 

 

 

 

Exhibit 4.5

 

Certificate Number [●] CONCURRENT COMPUTER CORPORATION *[●]* Shares
  A Delaware Corporation Series B Junior Participating
    Preferred Stock

 

THIS CERTIFIES THAT [●] is the record holder of [●] shares of Series B Junior Participating Preferred Stock, par value $0.01 per share, of CONCURRENT COMPUTER CORPORATION (the “Corporation”), which are transferable only on the share register of the Corporation by the holder, in person or by duly authorized attorney, upon surrender of this certificate properly endorsed or assigned.

 

This certificate and the shares represented hereby shall be held subject to all of the provisions of the Certificate of Incorporation and the Bylaws of said Corporation and any amendments thereto, a copy of each of which is on file at the office of the Corporation and made a part hereof as fully as though the provisions of said Certificate of Incorporation and Bylaws were imprinted in full on this Certificate, to all of which the holder of this Certificate, by acceptance hereof, assents and agrees to be bound.

 

A statement of all of the powers, rights, designations, preferences, privileges, restrictions and relative, participating, optional or other special rights granted to or imposed upon the respective classes and/or series of shares of stock of the Corporation and upon the holders thereof and the qualifications, limitations or restrictions of such preferences and/or rights may be obtained by any stockholder upon request and without charge at the principal office of the Corporation and the Corporation will furnish any stockholder, upon request and without charge, a copy of such statement.

 

WITNESS the signatures of its duly authorized officers this ______ day of ___________, 20__.

 

 

     
[●], Secretary   [●], Chief Executive Officer

 

 

 

 

FOR VALUE RECEIVED _____________________________________________ HEREBY SELLS, ASSIGNS AND TRANSFERS UNTO _______________________________________________ SHARES REPRESENTED BY THE WITHIN CERTIFICATE AND DOES HEREBY IRREVOCABLY CONSTITUTE AND APPOINT ____________________________ ATTORNEY TO TRANSFER THE SAID SHARES ON THE SHARE REGISTER OF THE WITHIN NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES.

 

DATED ____________, 20___

 

IN PRESENCE OF __________________________________

 

     
    Stockholder

 

 

NOTICE: THE SIGNATURE ON THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.