1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K/A AMENDMENT NO. 2 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. (Exact Name of Registrant as Specified in Charter) Massachusetts 0-23067 04-2710876 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 600 Nickerson Road, Marlboro, Massachusetts 01752 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (508) 460-4646 2 This Amendment No. 2 is being filed to amend the Report on Form 8-K dated February 4, 2000 and filed with the Commission on February 10, 2000, as amended by Amendment No. 1 on Form 8-K/A, dated February 4, 2000 and filed with the Commission on April 19, 2000 (as amended, the "Report"). This Amendment No. 2 is being filed to add Exhibit 27.1 (Financial Data Schedule) to the Report. No other changes to the Report are being made. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. Exhibit No. Description ----------- ----------- 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 as Exhibit 23.1 to the amendment to the Report on Form 8-K/A dated February 4, 2000 and filed with the Commission on April 19, 2000 and incorporated herein by reference). 27.1 Financial Data Schedule (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). -2- 3 Exhibit No. Description ----------- ----------- 99.3 The following audited financial statements of FirstSense Software, Inc. (filed as Exhibit 99.3 to the amendment to the Report on Form 8-K/A dated February 4, 2000 and filed with the Commission on April 19, 2000 and incorporated herein by reference): 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 as Exhibit 99.4 to the amendment to the Report on Form 8-K/A dated February 4, 2000 and filed with the Commission on April 19, 2000 and incorporated herein by reference): Unaudited Consolidated Statements of Operations for the years ended December 31, 1999 and 1998 Unaudited Consolidated Balance Sheet as of December 31, 1999 -3- 4 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 20, 2000 By: /s/ Melissa H. Cruz ------------------------------------- Melissa H. Cruz Executive Vice President of Finance and Chief Financial Officer -4- 5 EXHIBIT INDEX Exhibit No. Description ----------- ----------- 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 as Exhibit 23.1 to the amendment to the Report on Form 8-K/A dated February 4, 2000 and filed with the Commission on April 19, 2000 and incorporated herein by reference). 27.1 Financial Data Schedule (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). -5- 6 Exhibit No. Description ----------- ----------- 99.3 The following audited financial statements of FirstSense Software, Inc. (filed as Exhibit 99.3 to the amendment to the Report on Form 8-K/A dated February 4, 2000 and filed with the Commission on April 19, 2000 and incorporated herein by reference): 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 as Exhibit 99.4 to the amendment to the Report on Form 8-K/A dated February 4, 2000 and filed with the Commission on April 19, 2000 and incorporated herein by reference): Unaudited Consolidated Statements of Operations for the years ended December 31, 1999 and 1998 Unaudited Consolidated Balance Sheet as of December 31, 1999 -6-