<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
FORM 10-K/A
AMENDMENT NO. 1 TO FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ to ________
Commission file number 0-23067
CONCORD COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 04-2710876
(State of incorporation) (IRS Employer Identification Number)
33 Boston Post Road, West
Marlboro, Massachusetts 01752
(508) 460-4646
(Address and telephone of principal executive offices)
-----------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
( Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES_X__ NO___
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based on the closing sale price of the Company's common stock on
March 01, 1998, as reported on the Nasdaq National Market was approximately
$200,112,391.
The number of shares outstanding of Common Stock as of March 01, 1998 was
12,391,028.
DOCUMENTS INCORPORATED BY REFERENCE
Document Form 10-K Reference
Portions of the Registrant's Proxy Statement for its Part III
Annual Meeting of Stockholders to be held on April 30, 1998.
Portions of the Annual Report to Stockholders for the Part II,
fiscal year ended December 31, 1997. Items 6-8
THIS DOCUMENT CONTAINS 5 PAGES.
THE EXHIBIT INDEX IS ON PAGE 4.
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The undersigned registrant hereby amends the following exhibits of
its Annual Report on Form 10-K as set forth on the pages attached hereto:
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
***(a)(1) List of Financial Statements
***(a)(2) List of Schedules
(a)(3) List of Exhibits
The Exhibits required to be filed with this Annual Report on Form
10-K or which have been incorporated herein by reference are listed in the
Exhibit Index hereto.
(b) Reports on Form 8-K
None
***Previously filed with Form 10-K.
2
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CONCORD COMMUNICATIONS, INC.
FORM 10-K/A
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized this 30th day of March, 1998.
Concord Communications, Inc.
/s/ Gary E. Haroina
-----------------------------------------
Name: Gary E. Haroian
Title: Vice President of Finance
and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
3
<PAGE> 4
EXHIBIT INDEX
The following designated exhibits are either filed herewith or, where
information is provided under the SEC Document Reference heading corresponding
to such exhibit, incorporated by reference to such filing.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION SEC DOCUMENT REFERENCE
- ----------- ----------- ----------------------
<S> <C> <C>
3.01 *** Restated Articles of Organization of the Company
3.02 *** Restated By-laws of the Company
10.01 Working Capital Loan Agreement between the Company
and Silicon Valley Bank dated April 3, 1997 Exhibit No. 10.01 to Registration Statement on Form S-1 (No.
333-33227)
10.02 Revolving Promissory Note made by the Company in
favor of Silicon Valley Bank Exhibit No. 10.02 to Registration Statement on Form S-1 (No.
333-33227)
10.03 Equipment Line of Credit Letter Agreement between the
Company and Fleet Bank dated as of June 9, 1997 Exhibit No. 10.03 to Registration Statement on Form S-1 (No.
333-33227)
10.04 1995 Stock Plan of the Company Exhibit No. 10.04 to Registration Statement on Form S-1 (No.
333-33227)
10.05 1997 Stock Plan of the Company Exhibit No. 10.05 to Registration Statement on Form S-1 (No.
333-33227)
10.06 1997 Employee Stock Purchase Plan of the Company Exhibit No. 10.06 to Registration Statement on Form S-1 (No.
333-33227)
10.07 1997 Non-Employee Director Stock Option Plan of the Exhibit No. 10.07 to Registration Statement on Form S-1 (No.
Company 333-33227)
10.08 The Profit Sharing/401(K) Plan of the Company Exhibit No. 10.08 to Registration Statement on Form S-1 (No.
333-33227)
10.09 Lease Agreement between the Company and John Hancock
Mutual Life Insurance Company dated March 17, 1994,
as amended on March 25,1997 Exhibit No. 10.09 to Registration Statement on Form S-1 (No.
333-33227)
10.10 First Amendment to Lease Agreement between the
Company and John Hancock Mutual Life Insurance
Company dated March 25, 1997 Exhibit No. 10.10 to Registration Statement on Form S-1 (No.
333-33227)
10.11 Form of Indemnification Agreement for directors and
officers of the Company Exhibit No. 10.11 to Registration Statement on Form S-1 (No.
333-33227)
10.12 Restated Common Stock Registration Rights Agreement
between the Company and certain investors dated Exhibit No. 10.12 to Registration Statement on Form S-1 (No.
August 7, 1986 333-33227)
10.13 Amended and Restated Registration Rights Agreement
between the Company and certain investors dated Exhibit No. 10.13 to Registration Statement on Form S-1 (No.
December 28, 1995 333-33227)
10.14 Management Change in Control Agreement between the
Company and John A. Blaeser dated as of August 7, 1997 Exhibit No. 10.14 to Registration Statement on Form S-1 (No.
333-33227)
10.15 Management Change in Control Agreement between the
Company and Kevin J. Conklin dated as of July 23, 1997 Exhibit No. 10.15 to Registration Statement on Form S-1 (No.
333-33227)
10.16 Management Change in Control Agreement between the
Company and Ferdinand Engel dated as of July 23, 1997 Exhibit No. 10.16 to Registration Statement on Form S-1 (No.
333-33227)
10.17 Management Change in Control Agreement between the
Company and Gary E. Haroian dated as of July 23, 1997 Exhibit No. 10.17 to Registration Statement on Form S-1 (No.
333-33227)
10.18 Management Change in Control Agreement between the
Company and Daniel D. Phillips, Jr. dated as of July Exhibit No. 10.18 to Registration Statement on Form S-1 (No.
23, 1997 333-33227)
10.19 Stock Option Agreement dated January 1, 1996 between
the Company and John A. Blaeser Exhibit No. 10.19 to Registration Statement on Form S-1 (No.
333-33227)
10.20 Stock Option Agreement dated January 1, 1996 between
the Company and John A. Blaeser Exhibit No. 10.20 to Registration Statement on Form S-1 (No.
333-33227)
10.21 Letter Agreement between the Company and Silicon
Valley Bank dated March 25, 1996 together with the
Loan Modification Agreement dated November 14, 1996 Exhibit No. 10.21 to Registration Statement on Form S-1 (No.
333-33227)
10.22 Form of Shrink-Wrap License Exhibit No. 10.22 to Registration Statement on Form S-1 (No.
333-33227)
13.01 *** 1997 Annual Report to Stockholders
21.01 *** Subsidiaries of the Company
23.01 *** Consent of Arthur Andersen LLP
27.01 **** Amended Financial Data Schedule
</TABLE>
*** Previously filed with Form 10-K.
*** Filed herewith.
4
<TABLE> <S> <C>
<ARTICLE> 5
<RESTATED>
<CURRENCY> U.S. DOLLARS
<S> <C> <C> <C> <C>
<PERIOD-TYPE> 12-MOS 6-MOS 9-MOS 12-MOS
<FISCAL-YEAR-END> DEC-28-1996 DEC-31-1997 DEC-31-1997 DEC-31-1997
<PERIOD-START> DEC-31-1995 DEC-29-1996 DEC-29-1996 DEC-29-1996
<PERIOD-END> DEC-28-1996 JUN-30-1997 SEP-30-1997 DEC-31-1997
<EXCHANGE-RATE> 1 1 1 1
<CASH> 1,664 1,873 1,601 7,858
<SECURITIES> 0 0 0 28,681
<RECEIVABLES> 2,483 1,981 3,221 3,321
<ALLOWANCES> 210 280 280 280
<INVENTORY> 0 0 0 0
<CURRENT-ASSETS> 4,086 3,667 123 282
<PP&E> 5,456 5,881 6,794 6,559
<DEPRECIATION> 3,958 4,189 4,334 4,507
<TOTAL-ASSETS> 5,584 5,586 7,125 41,914
<CURRENT-LIABILITIES> 5,474 6,135 7,347 7,431
<BONDS> 668 860 937 0
14,478 14,919 15,140 0
0 0 0 0
<COMMON> 8,445 9,095 18,269 68,063
<OTHER-SE> (15,043) (16,337) (34,567) (33,580)
<TOTAL-LIABILITY-AND-EQUITY> 5,584 5,586 7,125 41,914
<SALES> 7,845 6,890 11,524 17,344
<TOTAL-REVENUES> 9,007 7,701 12,964 19,570
<CGS> 1,957 1,279 2,050 2,874
<TOTAL-COSTS> 1,957 1,279 2,050 2,874
<OTHER-EXPENSES> 12,150 7,346 11,610 16,862
<LOSS-PROVISION> 80 70 13 420
<INTEREST-EXPENSE> 49 43 83 127
<INCOME-PRETAX> (5,055) (966) (764) 131
<INCOME-TAX> 0 0 0 0
<INCOME-CONTINUING> (5,055) (966) (764) 131
<DISCONTINUED> 0 0 0 0
<EXTRAORDINARY> 0 0 0 0
<CHANGES> 0 0 0 0
<NET-INCOME> (5,055) (966) (764) 131
<EPS-PRIMARY> (6.64) (1.08) .19 .04
<EPS-DILUTED> (6.64) (1.08) .02 .01
</TABLE>
