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): July 15, 2003
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.)
400 Nickerson Road, Marlboro, Massachusetts 01752
- ------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (508) 460-4646
--------------
Not applicable
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On July 14, 2003, Concord Communications, Inc. ("Concord") entered into
an Agreement and Plan of Reorganization dated as of July 14, 2003 (the "Merger
Agreement"), by and among Concord, Sunburst Acquisition Corporation, a Maryland
corporation and a wholly owned subsidiary of Concord, and netViz Corporation
("netViz"), a Maryland corporation. The Merger has been approved by the Boards
of Directors of Concord and netViz, is subject to customary conditions to
closing and is intended to qualify as a tax-free reorganization under Section
368 of the Internal Revenue Code of 1986, as amended.
On July 11, 2003, Concord entered into a license agreement with Tavve
Software Company ("Tavve") whereby Concord licensed components of Tavve's
technology.
On July 15, 2003, Concord issued a press release announcing that it had
entered into a definitive agreement to acquire netViz Corporation and that it
had licensed technology from Tavve Software Company. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit Number Description
-------------- -----------
99.1 Form of press release dated July 15, 2003.
99.2 Form of press release dated July 15, 2003.
ITEM 9. REGULATION FD DISCLOSURE. (ITEM 12. RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.)
This Current Report on Form 8-K of Concord is intended, with respect to
Exhibit Number 99.2, to be furnished under "Item 12. Results of Operations and
Financial Condition" but is instead furnished under "Item 9. Regulation FD
Disclosure" in accordance with Securities and Exchange Commission Release No.
33-8126. The following information, including the Exhibit Number 99.2 attached
hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, except as
expressly set forth by specific reference in such filing.
On July 15, 2003, Concord issued a press release announcing its results
of operations for the quarterly period ending June 30, 2003. A copy of the press
release is attached hereto as Exhibit 99.2 and is incorporated herein by
reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
CONCORD COMMUNICATIONS, INC.
Date: July 15, 2003 By: /s/ Melissa H. Cruz
----------------------------------------------
Melissa H. Cruz
Executive Vice President of Business Services,
Chief Financial Officer and Treasurer
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
99.1 Form of press release dated July 15, 2003.
99.2 Form of press release dated July 15, 2003.