-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L+hk2PTgLMeeGuKDz1A6yoToRNiNluH7U9SMdlCT7++XYQ8mNuwcwuOT5Amz2mlv RbT47VsuNbtRUdGLj5TBvQ== 0000950135-98-002089.txt : 19980401 0000950135-98-002089.hdr.sgml : 19980401 ACCESSION NUMBER: 0000950135-98-002089 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980331 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONCORD COMMUNICATIONS INC CENTRAL INDEX KEY: 0000915290 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 042710876 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 000-23067 FILM NUMBER: 98582250 BUSINESS ADDRESS: STREET 1: 33 BOSTON POST ROAD WEST CITY: MARLBORO STATE: MA ZIP: 01752 BUSINESS PHONE: 5084604646 MAIL ADDRESS: STREET 1: 33 BOSTON POST ROAD WEST CITY: MARLBORO STATE: MA ZIP: 01752 10-K/A 1 CONCORD COMMUNICATIONS, INC. 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. 2 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 3 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 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.
EXHIBIT NO. DESCRIPTION SEC DOCUMENT REFERENCE - ----------- ----------- ---------------------- 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
*** Previously filed with Form 10-K. *** Filed herewith. 4 EX-27 2 RESTATED FDS FOR FY 1996,6,9,12 MOS
5 U.S. DOLLARS 12-MOS 6-MOS 9-MOS 12-MOS DEC-28-1996 DEC-31-1997 DEC-31-1997 DEC-31-1997 DEC-31-1995 DEC-29-1996 DEC-29-1996 DEC-29-1996 DEC-28-1996 JUN-30-1997 SEP-30-1997 DEC-31-1997 1 1 1 1 1,664 1,873 1,601 7,858 0 0 0 28,681 2,483 1,981 3,221 3,321 210 280 280 280 0 0 0 0 4,086 3,667 123 282 5,456 5,881 6,794 6,559 3,958 4,189 4,334 4,507 5,584 5,586 7,125 41,914 5,474 6,135 7,347 7,431 668 860 937 0 14,478 14,919 15,140 0 0 0 0 0 8,445 9,095 18,269 68,063 (15,043) (16,337) (34,567) (33,580) 5,584 5,586 7,125 41,914 7,845 6,890 11,524 17,344 9,007 7,701 12,964 19,570 1,957 1,279 2,050 2,874 1,957 1,279 2,050 2,874 12,150 7,346 11,610 16,862 80 70 13 420 49 43 83 127 (5,055) (966) (764) 131 0 0 0 0 (5,055) (966) (764) 131 0 0 0 0 0 0 0 0 0 0 0 0 (5,055) (966) (764) 131 (6.64) (1.08) .19 .04 (6.64) (1.08) .02 .01
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