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As filed with the Securities and Exchange Commission on May 7, 1999.
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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CONCORD COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Massachusetts 04-2710876
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
33 Boston Post Road West
Marlboro, Massachusetts 01752
(508) 460-4646
(Address of Principal Executive Offices) (Zip Code)
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1997 Stock Plan
(Full title of the plan)
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John A. Blaeser
Chief Executive Officer and President
Concord Communications, Inc.
33 Boston Post Road West
Marlboro, Massachusetts 01752
(508) 460-4646
(Name and address including zip code and telephone number,
including area code, of agent for service)
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Copy to:
Edwin L. Miller, Jr., Esq.
TESTA, HURWITZ & THIBEAULT, LLP
High Street Tower, 125 High Street
Boston, Massachusetts 02110
(617) 248-7000
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered Share Price Fee
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<S> <C> <C> <C> <C>
1997 STOCK PLAN
Common Stock (Par Value $.01 Per Share) 1,000,000 $40.94(1) $40,940,000 $11,381.32
TOTAL: 1,000,000 $11,381.32
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</TABLE>
(1) The price of $40.94 per share, which is the average of the high and low
prices of the Common Stock of the registrant reported on the Nasdaq
National Market on April/May 5, 1999, is set forth solely for purposes of
calculating the filing fee pursuant to Rule 457(c) and (h) and has been
used only for those shares without a fixed exercise price.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information contained in Part I of the Registration Statement on Form S-8,
SEC File No. 333-40645, as pertains to the 1997 Stock Plan, and in Part I of the
Registration Statement on Form S-8, SEC File No. 333-51945 is incorporated by
reference into this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"), are
incorporated in this Registration Statement by reference as of their respective
dates:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998 filed pursuant to the Exchange Act which contains
audited financial statements for the fiscal year ended December 31, 1998.
(b) All other documents filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the annual report referred to in (a) above.
(c) The section entitled "Description of Registrant's Securities to be
Registered" contained in the Registrant's Registration Statement on Form 8-A
filed pursuant to Section 12(b) of the Exchange Act on September 12, 1997.
All documents subsequently filed with the Commission by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents.
The information contained in Part II of the Registration Statement on Form S-8,
SEC File No. 333-40645, as pertains to the 1997 Stock Plan, and in Part II of
the Registration Statement on Form S-8, SEC File No. 333-51945 is incorporated
by reference into this Registration Statement.
Item 8. Exhibits.
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Exhibit No. Description of Exhibit
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<S> <C>
Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP (filed herewith).
Exhibit 23.1 Consent of Testa, Hurwitz & Thibeault, LLP (contained in Exhibit 5.1).
Exhibit 23.2 Consent of Arthur Andersen LLP (filed herewith).
Exhibit 24.1 Power of Attorney (included as part of the signature page to this Registration
Statement).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Concord Communications, Inc., certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Town of Marlboro,
Commonwealth of Massachusetts, on this 7th day of May, 1999.
CONCORD COMMUNICATIONS, INC.
By: /s/John A. Blaeser
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John A. Blaeser
Chief Executive Officer and President
POWER OF ATTORNEY
We, the undersigned officers and directors of Concord Communications,
Inc., hereby severally constitute and appoint John A. Blaeser and Gary E.
Haroian, and each of them singly, our true and lawful attorneys, with full power
to them and each of them singly, to sign for us in our names in the capacities
indicated below, any amendments to this Registration Statement on Form S-8
(including post-effective amendments), and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, and generally to do all things in our names and on our
behalf in our capacities as officers and directors to enable Concord
Communications, Inc., to comply with the provisions of the Securities Act of
1933, as amended, hereby ratifying and confirming our signatures as they may be
signed by our said attorneys, or any of them, to said Registration Statement and
all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE(S) DATE
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<S> <C> <C>
/s/ John A. Blaeser Chief Executive Officer, President and May 7, 1999
- --------------------------------------- Director (Principal Executive Officer)
John A. Blaeser
/s/ Gary E. Haroian Vice President, Finance and Administration, May 7, 1999
- --------------------------------------- Chief Financial Officer, Clerk and Treasurer
Gary E. Haroian (Principal Financial and Accounting Officer)
/s/ Frederick W. W. Bolander Director May 7, 1999
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Frederick W. W. Bolander
/s/ Richard M. Burnes, Jr. Director May 7, 1999
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Richard M. Burnes, Jr.
/s/ Robert C. Hawk Director May 7, 1999
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Robert C. Hawk
/s/ John Robert Held Director May 7, 1999
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John Robert Held
/s/ Deepak Kamra Director May 7, 1999
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Deepak Kamra
/s/ Robert M. Wadsworth Director May 7, 1999
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Robert M. Wadsworth
</TABLE>
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Exhibit Index
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Exhibit No. Description of Exhibit
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5.1 Opinion of Testa, Hurwitz & Thibeault, LLP
23.1 Consent of Testa, Hurwitz & Thibeault, LLP (contained in
Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included as part of the signature
page to this Registration Statement)
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Exhibit 5.1
May 7, 1999
Concord Communications, Inc.
33 Boston Post Road West
Marlboro, Massachusetts 01752
Re: Registration Statement on Form S-8 Relating to the 1997 Stock
Plan, as amended, of Concord Communications, Inc. (referred to
as the "Plan")
Dear Sir or Madam:
Reference is made to the above-captioned Registration Statement on Form
S-8 (the "Registration Statement") filed by Concord Communications, Inc. (the
"Company") on the date hereof with the Securities and Exchange Commission under
the Securities Act of 1933 relating to an aggregate of 1,000,000 shares of
Common Stock, par value $.01 per share, of the Company issuable pursuant to the
Plan (the "Shares").
We have examined, and are familiar with, and have relied as to factual
matters solely upon, a copy of the Plan, the Restated Articles of Organization
and the Restated By-Laws of the Company, the minute books and stock records of
the Company and originals of such other documents, certificates and proceedings
as we have deemed necessary for the purpose of rendering this opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and paid for in accordance with the terms of
the Plan and the terms of any agreement relating to any of the options granted
thereunder, will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP
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TESTA, HURWITZ & THIBEAULT, LLP
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Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated January 15, 1999,
included in Concord Communications, Inc.'s Form 10-K for the year ended December
31, 1998 and to all references to our Firm included in this Registration
Statement.
/S/ Arthur Andersen LLP
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ARTHUR ANDERSEN LLP
Boston, Massachusetts
May 3, 1999
