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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): January 20, 2000
Concord Communications, Inc.
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(Exact Name of Registrant as Specified in Charter)
Massachusetts 0-23067 04-2710876
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
600 Nickerson Road, Marlboro, Massachusetts 01752
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (508) 460-4646
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ITEM 5. OTHER EVENTS.
On January 20, 2000, Concord Communications, Inc. ("Concord") and
FirstSense Software, Inc., a privately held Delaware corporation ("FirstSense"),
announced that they had entered into an Agreement and Plan of Reorganization
dated as of January 20, 2000 (the "Merger Agreement") by and among Concord, F
Acquisition Corp. ("Merger Sub"), a Delaware corporation and wholly owned
subsidiary of Concord, and FirstSense. In the merger (the "Merger"), Merger Sub
will merge with and into FirstSense, with FirstSense surviving the Merger as a
wholly owned operating subsidiary of Concord. The Merger, which has been
approved by the Board of Directors of each company, is subject to FirstSense
shareholder approval and other customary conditions to closing. Certain
affiliates of FirstSense, representing a significant percentage of FirstSense
voting capital stock have agreed to vote in favor of the Merger.
Pursuant to the Merger Agreement, at the effective time of the Merger,
Concord will acquire all of the outstanding stock of FirstSense, and assume all
of its outstanding options, in exchange for 1,940,000 shares of Concord common
stock.
The acquisition of FirstSense is intended to qualify a tax-free
reorganization under Section 368 of the Internal Revenue Code of 1986, as
amended. Concord will account for the transaction as a pooling-of-interests.
Concord's press release announcing this transaction is filed as Exhibit
99.1 hereto.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
99.1 Press Release of Concord Communications, Inc. dated
January 20, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CONCORD COMMUNICATIONS, INC.
Dated: January 26, 2000
By: /s/ Gary E. Haroian
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Gary E. Haroian
Vice President of Finance
and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release of Concord Communications, Inc. dated January
20, 2000.