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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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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)
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Registrant's telephone number, including area code: (508) 460-4646
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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.
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Exhibit No. Description
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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).
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Exhibit No. Description
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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
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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: April 20, 2000
By: /s/ Melissa H. Cruz
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Melissa H. Cruz
Executive Vice President of Finance
and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description
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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).
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Exhibit No. Description
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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
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<MULTIPLIER> 1,000
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<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 1,525
<SECURITIES> 0
<RECEIVABLES> 552
<ALLOWANCES> (41)
<INVENTORY> 0
<CURRENT-ASSETS> 65
<PP&E> 1,232
<DEPRECIATION> (791)
<TOTAL-ASSETS> 2,542
<CURRENT-LIABILITIES> 2,260
<BONDS> 2,093
0
11,723
<COMMON> 4,126
<OTHER-SE> (17,660)
<TOTAL-LIABILITY-AND-EQUITY> 2,542
<SALES> 1,298
<TOTAL-REVENUES> 1,562
<CGS> 459
<TOTAL-COSTS> 8,926
<OTHER-EXPENSES> (113)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (40)
<INCOME-PRETAX> (7,976)
<INCOME-TAX> 0
<INCOME-CONTINUING> (7,976)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> (125)
<NET-INCOME> (8,101)
<EPS-BASIC> (4.12)
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