Additional Proxy Soliciting Materials (definitive) (defa14a)
October 13 2016 - 4:46PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the
Securities Exchange Act of 1934
Filed by the Registrant
x
Filed by a Party other than the Registrant
¨
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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x
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Definitive Additional Materials
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Soliciting Material under Rule 14a-12
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CONCURRENT COMPUTER CORPORATION
(Name of Registrant as Specified in its
Charter)
(Name of Person(s) Filing Proxy Statement,
if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
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¨
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
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(1)
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Title of each class of securities to which transaction
applies:
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(2)
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Aggregate number of securities to which transaction
applies:
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(3)
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Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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¨
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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4375 River Green Parkway, Suite 100
Duluth, Georgia 30096
Supplement
to Proxy Statement for the
2016
Annual Meeting of Stockholders
To
be held WEDNESDAY, October 26, 2016
This proxy statement supplement, dated October
13, 2016 (this “Supplement”), supplements the definitive proxy statement (which we refer to as the “Proxy Statement”)
of the Board of Directors of Concurrent Computer Corporation filed with the Securities and Exchange Commission (the “SEC”)
on September 13, 2016 and relating to the 2016 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at
the Hilton Atlanta Northeast Hotel, 5993 Peachtree Industrial Boulevard, Peachtree Corners, Georgia 30092, at 8:30 a.m., ET, on
Wednesday, October 26, 2016.
Clarification of the Provisions Terminating Our Tax Asset
Preservation Plan
On March 1, 2016, we entered into a Tax
Asset Preservation Plan (the “NOL Plan”) in an effort to deter acquisitions of our common stock that would potentially
limit our ability to use our net loss carryforwards and certain other tax attributes that might reduce our potential future federal
income tax obligations. As we stated at the time the NOL Plan was adopted, our intention has always been for the NOL Plan to automatically
terminate no later than five business days following the reporting of voting results for the Annual Meeting, including any adjournment
or postponement. To cure any ambiguity in the terms of the NOL Plan, on October 13, 2016, we amended the terms of the NOL Plan
to ensure that the NOL Plan will expire no later than the fifth business day after we file with the SEC a Current Report on Form
8-K reporting the results of the Annual Meeting (including any postponement or adjournment thereof).
We adopted the NOL Plan solely to preserve
our deferred tax assets until the Annual Meeting. In lieu of the NOL Plan, our board of directors has recommended our stockholders
approve at the Annual Meeting a proposed amendment to our Restated Certificate of Incorporation that would establish ownership
limitations designed to preserve the value of our deferred tax assets in a manner similar to the NOL Plan (the “Charter Amendment”).
This amendment is Item 4 to be addressed at the Annual Meeting and is described under “Amendment to the Restated Certificate
of Incorporation to Protect the Company’s Tax Benefits” beginning on page 31 of the Proxy Statement. Even if the Charter
Amendment is adopted, the ownership limitations contained in the Charter Amendment will expire no later than the date of our annual
meeting of stockholders to be held during calendar year 2017. As a result, a subsequent vote of our stockholders will be required
in order to extend the ownership limitations contained in the Charter Amendment beyond the date of our 2017 annual meeting of stockholders.
Our board of directors continues to believe
the Charter Amendment is in our best interests and the best interests of our stockholders.
Our board of directors recommends
you vote FOR the approval of the proposal to amend our Restated Certificate of Incorporation to adopt the Charter Amendment as
described in the Proxy Statement.
Additional Information
Stockholders who have already submitted
proxies for the Annual Meeting may revoke them by sending written notice to our Corporate Secretary so that it is received prior
to October 25, 2016, or if they wish to change their vote they may do so by (i) voting again over the Internet or via telephone,
if available, prior to 11:59 p.m., ET, on October 25, 2016, (ii) signing another proxy with a later date and sending it so that
it is received by our Corporate Secretary prior to October 25, 2016, or (iii) attending and voting at the Annual Meeting in person.
Proxies which have already been submitted, and which are not subsequently revoked or changed as described above, will be voted
at the Annual Meeting as indicated. Detailed information regarding voting procedures can be found in the Proxy Statement.
Except as described in this Supplement,
the information disclosed in the Proxy Statement continues to apply. To the extent that information in this Supplement differs
from information disclosed in the Proxy Statement, the information in this Supplement applies. The Proxy Statement, together with
this Supplement, have been filed with the SEC and are also available for viewing at the website maintained for the Annual Meeting
at www.proxyvote.com (as well as on the Investors section of our website located at www.ccur.com/about/investors). We will furnish
a copy of this Supplement to any stockholder by mail upon request. All requests should be made in writing and directed to our Corporate
Secretary at 4375 River Green Parkway, Suite 100, Duluth, Georgia 30096.
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