form8k.htm
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):
April 8,
2008
Concurrent
Computer
Corporation
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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0-13150
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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 Number)
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4375 River Green
Parkway, Suite 100, 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: (678)
258-4000
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:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Departure of Directors or Certain
Officers
On April 8, 2008, the Board of
Directors (the “Board”) of Concurrent Computer Corporation (the “Company”)
accepted the resignation of T. Gary Trimm, the Chief Executive Officer (“CEO”)
of the Company effective April 23, 2008. Mr. Trimm also resigned his
position as a director of the Company effective April 23, 2008. In
connection with Mr. Trimm’s resignation, the Company entered into a separation
agreement, dated April 8, 2008, with Mr. Trimm (the “Separation
Agreement”).
The Separation Agreement, subject to
the terms and conditions thereof, provides for certain compensation and benefits
not otherwise payable to Mr. Trimm under his employment agreement, dated June
24, 2004, as amended August 8, 2006, including:
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Compensation
through October 31, 2010 ($10,000 per month for the first 12 months and
$5,000 per month for next 18 months), including reimbursement for
expenses, for his role as a consultant to the Company, the new CEO and the
Board and, if Mr. Trimm dies before October 31, 2010, any remaining
compensation will be paid to his
estate;
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Pro-rated
annual incentive bonus for the current fiscal
year;
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Continued
coverage for himself and his dependents on the Company’s healthcare plans
from the date of his separation of service through the date he reaches age
65; and
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Amendment
of his outstanding stock options and restricted stock awards to provide
that (i) the options will continue to vest and restrictions on restricted
stock will lapse in accordance with existing schedules as long as Mr.
Trimm remains a consultant to the Company and (ii) options will fully vest
and the restrictions on restricted stock will lapse on the earliest to
occur of (x) the existing schedule for vesting or lapse of restrictions,
(y) a change in control (as defined in the Company’s Seconded Amended and
Restated 2001 Stock Option Plan) or (z) October 31,
2010.
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In addition, Mr. Trimm has agreed that
until October 31, 2010 he shall not (1) engage in services in a senior
managerial capacity that would compete with the Company’s significant businesses
in the continental United States, (2) solicit any customers or prospects of the
Company with whom Mr. Trimm had material business contact during the preceding
twelve month period for the purpose of competing with the Company’s significant
businesses, (3) recruit or otherwise seek to induce any employees of the Company
to terminate their employment or (4) use for his own benefit trade secrets of
the Company.
Mr. Trimm
also released the Company of any and all claims he may have arising out of his
employment with the Company.
The foregoing description of the
Separation Agreement is qualified in its entirety by reference to the full text
of the Separation Agreement attached hereto as Exhibit 10.1 and incorporated
herein by reference in its entirety.
Appointment of Certain Directors or
Officers
On April 8, 2008, the Board appointed
Dan Mondor, age 52, as the CEO of the Company effective immediately upon the
resignation of Mr. Trimm. Mr. Mondor will also serve as a director of
the Company. Mr. Mondor was most recently with Mitel Networks, Inc.
(“Mitel”), a leading provider of voice, video and collaborative communication
solutions for businesses of all sizes, where he served as president and
executive officer, responsible for Mitel’s U.S. operations from 2007 to
2008. Prior to joining Mitel, Mr. Mondor served as vice president of
solutions for Nortel Networks Corp. (“Nortel”) from 2006 to 2007, where he was
responsible for five solution businesses in the cable MSO, telco, and enterprise
markets. Mr. Mondor served as vice president and general manager for
Nortel’s Global Cable MSO Solutions from 2004 to 2006, and previously as vice
president, North America Cable MSO Sales from 2002 to 2004. Mr.
Mondor previously served as vice president of marketing for Optical Networks at
Nortel from 1999 to 2002. Prior to joining Nortel, Mr. Mondor was
with Siemens Corporation from 1984 to 1990 where he directed strategic planning
and assisted Siemens in its entry into the North American transmission
market. Mr. Mondor was with Bell-Northern Research LTD from 1979 to
1984 and with Manitoba Hydro-Electric Board from 1977 to1979. In both
companies he worked in engineering and product management roles.
In
connection with Mr. Mondor’s appointment, the Company entered into an employment
agreement, dated April 8, 2008, with Mr. Mondor (the “Employment Agreement”)
setting forth the terms of his employment. Pursuant to the terms of
the Employment Agreement, Mr. Mondor’s employment will commence on April 23,
2008 and will continue for a period of four years. Mr. Mondor will
receive a base salary at an annualized rate of $370,000 for 2008, which amount
will be reviewed annually. Mr. Mondor will also be eligible for a
bonus under the Company’s annual incentive plan, which currently provides an
annual bonus opportunity in a target amount of 65% of his then current base
salary. The objectives
for each year and other terms and conditions of the bonus opportunity are
established by the Board or a committee thereof. For superior performance, the
bonus opportunity may be increased up to one and one-half times his annual
target bonus. In addition, Mr. Mondor will be eligible to
participate in all employee benefit programs of the Company made available to
senior executives.
Further, pursuant to the Employment
Agreement, the Compensation Committee of the Board has granted Mr. Mondor,
effective on Mr. Mondor’s first date of employment, an award of 300,000 shares
of restricted stock (the “Restricted Stock”) with the restrictions lapsing on
25% of the award each year over a four-year period and options to purchase an
aggregate 600,000 shares of the Company’s common stock with a per share exercise
price equal to the closing price of the Company’s common stock on Mr. Mondor’s
first day of employment vesting each 25% year over a four-year
period. The options will also vest 100% and all restrictions on
restricted stock will lapse upon termination of Mr. Mondor by the Company
without due cause (as defined in the Employment Agreement) or in a constructive
termination (as defined in the Employment Agreement) or upon a change in control
(as defined in the Employment Agreement).
Beginning with fiscal year 2009 and
during the period of his employment, Mr. Mondor will be eligible to participate
in long term incentive programs of the Company made available to senior
executives as deemed appropriate by the Compensation Committee. The
Company will reimburse Mr. Mondor for all reasonable out-of-pocket expenses
incurred by him in connection with his employment.
The Employment Agreement provides that
employment may be terminated by either the Company or Mr. Mondor at any
time. In the event Mr. Mondor voluntarily resigns or is terminated
for due cause (as defined in the Employment Agreement), compensation under the
Employment Agreement will end. In the event the Employment Agreement
is terminated:
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directly
by the
Company without due cause;
or
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constructively by the
Company in certain circumstances;
or
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within
one year of a change in control (as defined in the Employment
Agreement);
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Mr. Mondor will be entitled to (1) a
continuation of salary for a period of twelve (12) months from the date of
termination (the “Severance Period”), (2) an immediate lump sum payment equal to
the amount, if any, paid as an annual bonus in the year preceding his
termination, and (3) continued coverage under the Company’s healthcare plans
through the severance period. Mr. Mondor must execute a release
acceptable to the Company prior to receiving any such payment. The
Employment Agreement also provides that if an employee is terminated due to
death or continuing disability the employee or his estate will be paid six
months of salary. Notwithstanding the foregoing, the timing of
severance payments called for under the Employment Agreement is subject to
adjustment in order to comply with terms of Section 409A of the Internal Revenue
Code of 1986, as amended.
If Mr. Mondor's employment is
terminated for any reason, he is prohibited from competing with the Company,
soliciting its customers, or trying to hire its employees for the period in
which he receives severance, if any, plus one year.
The foregoing description of the
Employment Agreement is qualified in its entirety by reference to the full text
of the Employment Agreement attached hereto as Exhibit 10.2 and incorporated
herein by reference in its entirety.
The press release issued by the Company
announcing Mr. Mondor’s employment and Mr. Trimm’s resignation is attached
hereto as Exhibit 99.1 and is incorporated herein by reference in its
entirety.
Item
9.01. Financial
Statements and Exhibits.
(d)
Exhibits
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Separation
Agreement, dated April 8, 2008, between Concurrent Computer Corporation
and T. Gary Trimm.
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Employment
Agreement, dated April 8, 2008, between Concurrent Computer Corporation
and Dan Mondor.
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Press
Release dated April 9, 2008.
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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.
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CONCURRENT
COMPUTER CORPORATION
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Date: April
9, 2008
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By:
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/s/ Emory O. Berry
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Emory
O. Berry
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Chief
Financial Officer
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