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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): October 29, 1999
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 (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
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.
On October 19, 1999, Concord Communications, Inc., a Massachusetts
corporation ("Concord" or the "Company"), entered into an Agreement and Plan of
Reorganization (the "Merger Agreement") providing for the merger (the "Merger")
of E Acquisition Corp., a Georgia corporation and wholly-owned subsidiary of the
Company ("Merger Sub"), with and into Empire Technologies, Inc. ("Empire"),
with Empire continuing as the surviving corporation in the Merger and a
wholly-owned subsidiary of the Company. The Merger was effected on October 29,
1999 (the "Effective Date") pursuant to a Certificate of Merger filed with the
Secretary of State of the State of Georgia on that date. Pursuant to the Merger
Agreement, at the effective time of the Merger, each issued and outstanding
share of the common stock, no par value per share, of Empire (the "Empire Common
Stock") was converted into 815.248 shares (the "Conversion Ratio") of the common
stock, $.01 par value per share, of the Company (the "Concord Common Stock").
Immediately prior to the Merger, there were 1,000 shares of Empire Common Stock
issued and outstanding, all of which were held of record by Cheryl Krupczak and
Robert Krupczak. Accordingly, as a result of the Merger, Concord issued an
aggregate of 815,248 shares of Concord Common Stock to Cheryl Krupczak and
Robert Krupczak.
The Merger is intended to be a tax-free reorganization under Section
368(a) of the Internal Revenue Code of 1986, as amended, and is intended to be
treated as a pooling of interests for financial reporting purposes in accordance
with generally accepted accounting principles. The assets of Empire were used,
prior to the effective time of the Merger, to provide solutions for systems and
application management of large, complex and distributed environments, a use
which the Company intends to continue immediately following the Merger.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
Exhibit No. Description
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2.1* Agreement and Plan of Reorganization dated as of
October 19, 1999 by and among Concord
Communications, Inc., E Acquisition Corp., Empire
Technologies, Inc. and the stockholders of Empire
Technologies, Inc.
99.1* Press Release dated October 29, 1999
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* filed herewith.
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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: November 10, 1999
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
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2.1* Agreement and Plan of Reorganization dated as of October 19,
1999 by and among Concord Communications, Inc., E
Acquisition Corp., Empire Technologies, Inc. and the
stockholders of Empire Technologies, Inc.
99.1* Press Release dated October 29, 1999
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* filed herewith