Current Report Filing (8-k)
February 15 2018 - 4:41PM
Edgar (US Regulatory)
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):
February 15, 2018
CCUR HOLDINGS, INC.
(Exact Name of Registrant as Specified in
its Charter)
Delaware
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001-37706
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04-2735766
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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4375 River Green Parkway, Suite 210, 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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Registrant’s telephone number, including
area code:
(770) 305-6435
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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 1.01.
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Entry into a Material Definitive Agreement
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Reference is made to
the (i) Board Representation and Standstill Agreement, dated August 29, 2016, by and among CCUR Holdings, Inc., formerly Concurrent
Computer Corporation (the “Company”), JDS1, LLC, Julian Singer, and Wayne Barr (the “Standstill Agreement”),
a copy of which was filed by the Company as an exhibit to the Current Report on Form 8-K filed on August 29. 2016 and (ii) Consent
and Limited Waiver to the Board Representation and Standstill Agreement, dated October 26, 2017 by and between JDS1, LLC and Julian
Singer (together with their affiliates and associates, the “Investor Group”) and the Company, a copy of which was filed
by the Company as an exhibit to the Current Report on Form 8-K filed on October 26, 2017.
On February 15, 2018,
the Company executed and delivered the Amended Consent and Limited Waiver to the Board Representation and Standstill Agreement
filed herewith as Exhibit 10.1 (the “Amended Consent”) to the Investor Group. The Amended Consent provides that so
long as (i) the Investor Group collectively beneficially own no more than 30.0% of the outstanding shares of common stock of the
Company and (ii) any acquisition of common stock of the Company by the Investor Group would not reasonably be expected to actually
limit the Company’s ability to utilize the Company’s net operating loss carryforwards, the Company shall not deem the
Investor Group to have effected a Prohibited Transfer as that term is defined in the Company’s Restated Certificate of Incorporation.
The foregoing description
of the Amended Consent is qualified in its entirety by reference to the full text of the Amended Consent, which is attached hereto
as Exhibit 10.1 and incorporated herein by reference.
ITEM 9.01.
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Financial Statements and Exhibits.
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* 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.
Dated: February 15, 2018
CCUR HOLDINGS, INC.
(Registrant)
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By:
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/s/ Wayne Barr, Jr.
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Wayne Barr, Jr.
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Executive Chairman, CEO and President
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