-----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, SBDcCw/uTl94EfOK9aWifek7LPmiNiZBn60Prxf9u42dIinSHOXDQUVPTkm2wkIf wOFow/wpiZ7L5eVBkndwWQ== 0000950135-98-002988.txt : 19980507 0000950135-98-002988.hdr.sgml : 19980507 ACCESSION NUMBER: 0000950135-98-002988 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980506 EFFECTIVENESS DATE: 19980506 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: S-8 SEC ACT: SEC FILE NUMBER: 333-51945 FILM NUMBER: 98611609 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 S-8 1 CONCORD COMMUNICATIONS 1 As filed with the Securities and Exchange Commission on May 6, 1998. Registration No. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- CONCORD COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter)
Massachusetts 04-2710876 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
33 Boston Post Road West Marlboro, Massachusetts 01752 (508) 460-4646 (Address of Principal Executive Offices) (Zip Code) -------------------- 1997 Stock Plan (Full title of the plan) -------------------- 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) -------------------- 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. -------------------- =============================================================================== 2 -2- CALCULATION OF REGISTRATION FEE ===============================================================================
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 - --------------------------------------------------------------------------------------------------------------------- 1997 STOCK PLAN Common Stock (Par Value $.01 Per Share) 750,000 $23.75 (1) $17,812,500 $5,255 TOTAL: 750,000 $5,255 - ---------- (1) The price of $23.75 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 29,1998, 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.
3 -3- 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 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, 1997 filed pursuant to the Exchange Act which contains audited financial statements for the fiscal year ended December 31, 1997. (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 is incorporated by reference into this Registration Statement. Item 8. Exhibits. --------
Exhibit No. Description Of Exhibit ---------- ---------------------- 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).
4 -4- 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 5th day of May, 1998. CONCORD COMMUNICATIONS, INC. By:/s/ John A. Blaeser -------------------------------------- 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.
SIGNATURE TITLE(S) DATE --------- -------- ---- /s/ John A. Blaeser Chief Executive Officer, President and May 5, 1998 - ------------------------------ Director (Principal Executive Officer) John A. Blaeser /s/ Gary E. Haroian Vice President, Finance and Administration, May 5, 1998 - ------------------------------ Chief Financial Officer, Clerk and Treasurer Gary E. Haroian (Principal Financial and Accounting Officer) /s/ Frederick W. W. Bolander Director May 5, 1998 - ------------------------------ Frederick W. W. Bolander Director May , 1998 - ------------------------------ Richard M. Burnes, Jr. Director May , 1998 - ------------------------------ Robert C. Hawk /s/ John Robert Held Director May 5, 1998 - ------------------------------ John Robert Held /s/ Deepak Kamra Director May 5, 1998 - ------------------------------ Deepak Kamra /s/ Robert M. Wadsworth Director May 5, 1998 - ------------------------------ Robert M. Wadsworth
5 EXHIBIT INDEX -------------
EXHIBIT NO. DESCRIPTION OF EXHIBIT - ----------- ---------------------- 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)
EX-5.1 2 OPINION OF TESTA, HURWITZ & THIBEAULT 1 Exhibit 5.1 May 5, 1998 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 750,000 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 TESTA, HURWITZ & THIBEAULT, LLP EX-23.2 3 CONSENT OF ARTHUR ANDERSEN, LLP 1 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 19, 1998 included in Concord Communications, Inc.'s Form 10-K for the year ended December 31, 1997 and to all references to our Firm included in this Registration Statement. /s/ ARTHUR ANDERSEN LLP Boston, Massachusetts April 30, 1998 -----END PRIVACY-ENHANCED MESSAGE-----