Concurrent Computer Corporation (NASDAQ:CCUR) Files An 8-K Entry into a Material Definitive Agreement

Concurrent Computer Corporation (NASDAQ:CCUR) Files An 8-K Entry into a Material Definitive Agreement

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ITEM 1.01.

Entry into a Material Definitive Agreement.

Asset Purchase Agreement

On May 15, 2017, Concurrent Computer Corporation (the Company)
completed the sale and transfer of certain assets and certain
liabilities primarily related to the Companys Linux and Real-Time
business to an Asset Purchase Agreement (the Purchase Agreement),
dated as of May 15, 2017, with Real Time, Inc. (the Purchaser)
for $35 million; provided that, to the terms of the Purchase
Agreement, the Company and its wholly-owned subsidiary Concurrent
Computer Corporation (France) (Concurrent France) will sell and
transfer their respective equity interests in Concurrent High
Performance Solutions Europe, which constitutes the European
operations of the Companys Linux and Real-Time business, upon
receipt of French regulatory approval. The transactions
contemplated by the Purchase Agreement are a continuation of a
process previously disclosed by the Company of evaluating
strategic alternatives and focusing on the Companys other
existing businesses. The Asset Purchase Agreement includes
customary terms and conditions, including an adjustment to the
purchase price based on a normalized level of working capital and
provisions that require the Company to indemnify the Purchaser
for certain losses that it incurs as a result of a breach by the
Company of its representations and warranties in the Asset
Purchase Agreement and certain other matters. Proceeds from the
sale are payable to the Company as follows: (1) a $30.2 million
payment to the Company in cash on May 15, 2017 (subject to an
adjustment for estimated working capital), (2) a $2.8 million
payment to the Company in cash concurrently with the transfer of
the equity interests of Concurrent High Performance Solutions
Europe and (3) $2 million placed in escrow on May 15, 2017 as
security for certain customary purchase price adjustments and for
the Companys indemnification obligations to the Purchaser under
the Asset Purchase Agreement, which amount will be released to
the Company on or before May 15, 2018 (less any portion of the
escrow used to make indemnification or purchase price adjustment
payments to the Purchaser).

The Asset Purchase Agreement contains customary representations
and warranties of each of the parties. The Asset Purchase
Agreement contains indemnification rights in favor of the Company
following closing for (i) breaches of any of the representations
or warranties by the Purchaser including, but not limited to,
breaches related to organization, authorization, and governmental
authorization, (ii) breaches of the covenants or agreements of
the Purchaser in the Asset Purchase Agreement, and (iii)
liabilities which the Purchaser agrees to assume in the Asset
Purchase Agreement. In addition, the Asset Purchase Agreement
contains indemnification rights in favor of the Purchaser
following closing for (i) breaches of certain fundamental
representations and warranties by the Company and Concurrent
France, including breaches related to organization,
authorization, capitalization, title to purchased assets, finders
fees, and sufficiency of purchased assets, (ii) breaches of any
of the representations and warranties by the Company, (iii)
breaches of the covenants or agreements of the Company or
Concurrent France in the Asset Purchase Agreement, (iv)
liabilities which the parties agreed the Purchaser would not
assume to the Asset Purchase Agreement, (v) liabilities under
certain customer contracts and (vi) liabilities related to the
operations of Concurrent High Performance Solutions Europe prior
to the transfer of its equity interests. The Asset Purchase
Agreement also contains customary covenants relating to the
operations of the Concurrent High Performance Solutions Europe
business prior to the transfer of its equity interests.

Under the terms of the Asset Purchase Agreement, the Company has
agreed for a period of three years following the closing of the
transaction not to (i) directly or indirectly, alone or in
association with any other person, own, manage, operate, control,
participate in, invest in, perform services for, or otherwise
carry on or engage in any business anywhere in the world, which,
directly or indirectly is in competition with the Linux and
Real-Time business as conducted as of the closing, (ii) without
the written consent of the Purchaser, have any direct or indirect
interest in any person that engages in any material respect in
any business, trade or venture competing with any aspect of the
Linux and Real-Time business, as conducted as of the date of the
closing of the transaction, or (iii) directly or indirectly,
solicit or recruit any employees being transferred as set forth
in the Asset Purchase Agreement or to encourage any such employee
to terminate his or her employment with the Purchaser.

A copy of the Asset Purchase Agreement is attached hereto as
Exhibit 2.1, and the description of the material terms of the
Asset Purchase Agreement in this Item 1.01 is qualified in its
entirety by reference to such exhibit, which is incorporated
herein by reference. A copy of the press release announcing the
sale is being furnished as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.

License and Support Agreement

On May 15, 2017, the Company and the Purchaser entered into a
license and support agreement (the License and Support
Agreement). Under the License and Support Agreement, the
Purchaser has agreed to provide a royalty-free, non-exclusive
license to certain software products that are purchased assets
under the Asset Purchase Agreement to the Company for a term of
three years as of the date of the License and Support Agreement.
A copy of the License and Support Agreement is attached hereto as
Exhibit 10.1 and this description of the License and Support
Agreement is qualified in its entirety by reference to such
exhibit, which is incorporated by reference.

ITEM 2.01. Completion of Acquisition or Disposition of
Assets
.

On May 15, 2017, to the Asset Purchase Agreement described in
Item 1.01, the Company completed the sale of its Linux and
Real-Time business to Real Time, Inc. in exchange for $35
million. The information disclosed in response to Item 1.01 is
incorporated herein by reference.

ITEM 7.01. Regulation FD Disclosure.

On May 15, 2017, the Company issued a press release announcing
the completion of the transaction contemplated by the Asset
Purchase Agreement described above in Item 1.01 of this Current
Report on Form 8-K. A copy of the press release is furnished as
Exhibit 99.1 hereto and incorporated herein by reference.

The information contained in this Item 7.01 is being furnished
and shall not be deemed filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject
to the liability of that section or Sections 11 and 12(a)(2) of
the Securities Act of 1933, as amended. The information in this
Item 7.01 of this Current Report on Form 8-K shall not be
incorporated by reference into any registration statement or
other document to the Securities Act of 1933, as amended, or into
any filing or other document to the Securities Exchange Act of
1934, as amended, except as otherwise expressly stated in any
such filing.

ITEM 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Statements

The pro forma financial information required to be filed under
this Item 9.01(b) is attached hereto as Exhibit 99.2.

(d) Exhibits

The following exhibits are filed herewith:

Exhibit No. Description
2.1*

Asset Purchase Agreement, dated as of May 15, 2017, by and
between Concurrent Computer Corporation and Concurrent
Computer Corporation (France), on the one hand, and Real
Time, Inc. on the other hand.

10.1

License and Support Agreement, dated as of May 15, 2017, by
and between Concurrent Computer Corporation and Real Time,
Inc.

99.1

Press release of Concurrent Computer Corporation issued on
May 15, 2017.

99.2 Pro forma condensed consolidated financial information.

* The schedules to the Asset Purchase Agreement have been omitted
to Item 601(b)(2) of Regulation S-K. The Company agrees to
furnish a copy of any schedule omitted from the Asset Purchase
Agreement to the SEC upon request.

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: May 15, 2017

CONCURRENT COMPUTER CORPORATION

(Registrant)

By: /s/ Derek Elder
Derek Elder
President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No. Description
2.1*

Asset Purchase Agreement, dated as of May 15, 2017, by and
between Concurrent Computer Corporation and Concurrent
Computer Corporation (France), on the one hand, and Real
Time, Inc. on the other hand.

10.1

License and Support Agreement, dated as of May 15, 2017, by
and between Concurrent Computer Corporation and Real Time,
Inc.

99.1

Press release of Concurrent Computer Corporation issued on
May 15, 2017.

99.2 Pro forma condensed consolidated financial information.

* The schedules to the Asset Purchase Agreement have been omitted


About Concurrent Computer Corporation (NASDAQ:CCUR)

Concurrent Computer Corporation is a software and solutions company that develops applications on a foundation of high performance Linux and storage technologies. The Company’s business is composed of two segments: products and services. Its content delivery solutions consist of software, hardware and services for streaming video content to various consumer devices and storing and managing content in the network. Its streaming video and storage products and services are deployed by service providers to support consumer-facing video applications, including live broadcast video, video-on-demand (VOD) and time-shifted video services, such as cloud-based digital video recording (cDVR). Its multi-workload, scale-out storage products are suited for a range of enterprise information technology (IT) and video applications. Its real-time solutions consist of real-time Linux operating system versions, development and performance optimization tools, simulation software and other system software.

Concurrent Computer Corporation (NASDAQ:CCUR) Recent Trading Information

Concurrent Computer Corporation (NASDAQ:CCUR) closed its last trading session down -0.15 at 5.65 with 16,395 shares trading hands.

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