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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
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 4, 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 2. ACQUISITION OR DISPOSITION OF ASSETS
As previously disclosed in a Current Report on Form 8-K filed on February
10, 2000, on February 4, 2000, Concord Communications, Inc. ("Concord")
completed its acquisition of all of the capital stock of FirstSense Software,
Inc., a Delaware corporation ("FirstSense"), by means of a merger ("Merger") of
F Acquisition Corp. ("Merger Sub"), a Delaware corporation and wholly owned
subsidiary of Concord with and into FirstSense, pursuant to the Agreement and
Plan of Reorganization dated as of January 20, 2000 by and among Concord, Merger
Sub and FirstSense. As a result of the Merger, FirstSense became a wholly owned
subsidiary of Concord and will continue to operate as a wholly owned subsidiary
of Concord. The Merger was effected by the filing of a Certificate of Merger
with the Secretary of State of Delaware on February 4, 2000. FirstSense is a
provider of applications performance and service level management software
designed for distributed applications, including packaged, custom and e-business
applications.
The financial statements of FirstSense relating to the acquisition
required to be filed in connection with the acquisition pursuant to Items 7(a)
and 7(b) of Form 8-K, are included herewith.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
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This Amendment to Current Report on Form 8-K of Concord
Communications, Inc. (the "Company") is being filed to disclose the
audited balance sheets of FirstSense Software, Inc. as of December 31,
1999 and 1998 and the related audited statements of income,
stockholders' equity (deficit) and cash flows for each of the three
years in the period ended December 31, 1999, 1998 and 1997, with
accompanying notes, which are attached as Exhibit 99.3 and herein
incorporated by reference.
(b) Pro Forma Financial Information.
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The following unaudited pro forma consolidated statements of
operations for the year ended December 31, 1999 and unaudited pro
forma consolidated balance sheet as of December 31, 1999, which are
attached as Exhibit 99.4 and herein incorporated by reference, give
effect to the Merger described in Item 2. The unaudited pro forma
information is presented for illustrative purposes only and may not be
indicative of the results that would have been obtained had the
transaction actually occurred on the dates assumed, nor is it
necessarily indicative of the future consolidated results of
operations.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Reorganization dated as of
January 20, 2000 by and among Concord Communications,
Inc., F Acquisition Corp., and FirstSense Software,
Inc. (filed as Exhibit 2.1 to the original Report on
Form 8-K dated February 4, 2000 and filed with the
Commission on February 10, 2000 and hereby
incorporated by reference).
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EXHIBIT NO. DESCRIPTION
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23.1 Consent of Independent Public Accountants (filed
herewith).
99.1 Registration Rights Agreement dated as of February 4,
2000 by and among Concord Communications, Inc. and
Timothy Barrows, as Securityholder Agent (filed as
Exhibit 99.1 to the original Report on Form 8-K dated
February 4, 2000 and filed with the Commission on
February 10, 2000 and hereby incorporated by
reference).
99.2 Press Release dated February 7, 2000 (filed as Exhibit
99.2 to the original Report on Form 8-K dated February
4, 2000 and filed with the Commission on February 10,
2000 and hereby incorporated by reference).
99.3 The following audited financial statements of
FirstSense Software, Inc. (filed herewith):
Independent Auditors' Report
Balance Sheets as of December 31, 1999 and 1998
Statements of Operations for the years ended December
31, 1999, 1998 and 1997
Statements of Stockholders' (Deficit) Equity for the
years ended December 31, 1999, 1998 and 1997
Statements of Cash Flows for the years ended December
31, 1999, 1998 and 1997
Notes to the Financial Statements
99.4 The following pro forma financial information of
Concord Communications, Inc. and FirstSense Software,
Inc. (filed herewith):
Unaudited Consolidated Statement of Operations for the
year ended December 31, 1999
Unaudited Consolidated Balance Sheet as of December
31, 1999
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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: April 19, 2000
By: /s/ Melissa H. Cruz
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Melissa H. Cruz
Executive Vice President of Finance
and Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Reorganization dated as of January 20,
2000 by and among Concord Communications, Inc., F Acquisition
Corp., and FirstSense Software, Inc. (filed as Exhibit 2.1 to
the original Report on Form 8-K dated February 4, 2000 and
filed with the Commission on February 10, 2000 and hereby
incorporated by reference).
23.1 Consent of Independent Public Accountants (filed herewith).
99.1 Registration Rights Agreement dated as of February 4, 2000 by
and among Concord Communications, Inc. and Timothy Barrows, as
Securityholder Agent (filed as Exhibit 99.1 to the original
Report on Form 8-K dated February 4, 2000 and filed with the
Commission on February 10, 2000 and hereby incorporated by
reference).
99.2 Press Release dated February 7, 2000 (filed as Exhibit 99.2 to
the original Report on Form 8-K dated February 4, 2000 and
filed with the Commission on February 10, 2000 and hereby
incorporated by reference).
99.3 The following audited financial statements of FirstSense
Software, Inc. (filed herewith):
Independent Auditors' Report
Balance Sheets as of December 31, 1999 and 1998
Statements of Operations for the years ended December 31,
1999, 1998 and 1997
Statements of Stockholders' (Deficit) Equity for the years
ended December 31, 1999, 1998 and 1997
Statements of Cash Flows for the years ended December 31,
1999, 1998 and 1997
Notes to the Financial Statements
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EXHIBIT NO. DESCRIPTION
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99.4 The following pro forma consolidated financial information of
Concord Communications, Inc. and FirstSense Software, Inc.
(filed herewith):
Unaudited Pro Forma Consolidated Statement of Operations for
the year ended December 31, 1999
Unaudited Pro Forma Consolidated Balance Sheet as of December
31, 1999
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