SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
___________
FORM
8-A/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)
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Delaware
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04-2735766
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(State
of Incorporation or Organization)
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(IRS
Employer Identification No.)
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4375
River Green Parkway, Suite 100,
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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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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), please check the following box.
o
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If
this form relates to the registration of a class of securities pursuant to
Section12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), please check the following box.
x
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Securities
Act registration statement file number to which this form
relates: (if applicable)
Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of Each Class to
be so
Registered
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Name
of Each Exchange on Which
Each Class is to
be Registered
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Preferred
Stock Purchase Rights
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Nasdaq
Global Market
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Securities
to be registered pursuant to Section 12(g) of the Act: None
INFORMATION
REQUIRED IN REGISTRATION STATEMENT
This
Amendment No. 3 amends that certain Registration Statement on Form 8-A filed
with the Securities and Exchange Commission on August 26, 1992 (the
“Registration Statement”) by Concurrent Computer Corporation (the
“Company”).
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ITEM
1.
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DESCRIPTION
OF REGISTRANT’S SECURITIES TO BE
REGISTERED.
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On July
8, 2008, the Company’s stockholders approved an amendment to the Company’s
Restated Certificate of Incorporation (the “Certificate of Incorporation”) that
would effect a one-for-ten reverse split (the “Reverse Stock Split”) of the
Company’s common stock, $0.01 par value (the “Common Stock”). The
Reverse Stock Split became effective upon the Company’s filing of the amendment
to its Certificate of Incorporation on July 9, 2008 (the “Effective
Time”).
In
accordance with the Amended and Restated Rights Agreement dated as of August 7,
2002 between the Company and American Stock Transfer & Trust Company, as
Rights Agent (the “Rights Plan”), each share of Common Stock is accompanied by
one Preferred Stock Purchase Right (a “Right”). Prior to the Reverse
Stock Split, each Right entitled the holder of record to purchase from the
Company at any time after the Distribution Date (as defined in the Rights Plan)
one one-hundredth of a share of Series A Participating Cumulative Preferred
Stock, par value $0.01 per share (the “Junior Preferred Stock”), at a price of
$30 per one one-hundredth of one share, subject to adjustment (the “Purchase
Price”). To reflect the Reverse Stock Split, as of the Effective
Time, the number of outstanding Rights will automatically be reduced by a factor
of ten so that one Right will be associated with each share of Common Stock
outstanding after the Reverse Stock Split. The Purchase Price for
each one one-hundredth of a share of Junior Preferred Stock will remain
$30. The Redemption Price (as defined in the Rights Plan) of each
Right will be increased from $0.0025 per Right to $0.025 per Right upon the
Effective Time
The
foregoing description of the Rights Plan is qualified in its entirety by
reference to the description of the Rights and their terms set forth in the
Rights Plan, which is incorporated herein by reference.
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Exhibit
No.
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Description
of Exhibit
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4.1
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Amended
and Restated Rights Agreement dated as of August 7, 2002 between the
Company and American Stock Transfer & Trust Company, as Rights Agent
(incorporated by reference to Exhibit 4.1 to the Company’s Registration
Statement on Form 8-A/A filed on August 12, 2002).
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4.2
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Form
of Rights Certificate (incorporated by reference to Exhibit 4.2 to the
Company’s Registration Statement on Form 8-A/A filed on August 12,
2002)
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SIGNATURES
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment No. 3 to the Registration Statement to
be signed on its behalf by the undersigned, thereto duly
authorized.
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CONCURRENT
COMPUTER CORPORATION
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Date: July
9, 2008
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By:
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/s/ Kirk Somers
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Name:
Kirk Somers
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Title:
Executive Vice President, General Counsel and
Secretary
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