-----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, KOzHTYLKyIypFUab3VCMd7bHS2FFM5mB5UYScKbE7gmB8iHOwPH6ty9hQmILh4m7 fMpFU7vGTAZSarQbgqvzqA== 0001104659-05-008285.txt : 20050225 0001104659-05-008285.hdr.sgml : 20050225 20050225113505 ACCESSION NUMBER: 0001104659-05-008285 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050222 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050225 DATE AS OF CHANGE: 20050225 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CONCORD COMMUNICATIONS INC CENTRAL INDEX KEY: 0000915290 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 042710876 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23067 FILM NUMBER: 05639595 BUSINESS ADDRESS: STREET 1: 600 NICKERSON RD CITY: MARLBORO STATE: MA ZIP: 01752 BUSINESS PHONE: 5084604646 MAIL ADDRESS: STREET 1: 600 NICKERSON RD CITY: MARLBORO STATE: MA ZIP: 01752 8-K 1 a05-4164_18k.htm 8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

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 22, 2005

 

Concord Communications, Inc.

(Exact name of registrant as specified in its charter)

 

Massachusetts

 

0-23067

 

04-2710876

(State or other jurisdiction of

 

(Commission

 

(I.R.S. Employer

incorporation or organization)

 

File Number)

 

Identification No.)

 

400 Nickerson Road
Marlboro, MA  01752

(Address of principal executive offices)

 

(508) 460-4646

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

 

 


 

ITEM 2.01 – Completion of Acquisition or Disposition of Assets

 

On February 22, 2005, Concord Communications, Inc., a Massachusetts corporation (“Concord”), completed its acquisition of 100% of the outstanding capital stock of privately held Aprisma Holdings, Inc. (“Aprisma”), the parent company of Aprisma Management Technologies, Inc., from sellers (the “Sellers”) affiliated with Gores Technology Group, LLC, for approximately $93 million in cash, which cash payment was reduced by (i) approximately $1.77 million of net debt owing by Aprisma to certain of its lenders (which debt was paid off by Concord at the closing of the acquisition), and (ii) approximately $8.86 million, which amount will be used by Concord to satisfy certain present and future payment obligations owing by Aprisma under its equity participation plan, all in accordance with the Stock Purchase Agreement (the “Stock Purchase Agreement”), dated as of January 8, 2005, by and among Concord and the Sellers.  Under the terms of the Stock Purchase Agreement, $8.1 million of the purchase price was placed in escrow for one year as security for the Sellers’ indemnity obligations under the Stock Purchase Agreement.

 

The foregoing description of the transaction does not purport to be complete and is qualified in its entirety by reference to the complete text of the Stock Purchase Agreement, which was previously filed with Concord’s Current Report on Form 8-K on January 12, 2005.

 

ITEM 9.01 – Financial Statements and Exhibits.

 

(a) Financial Statements of Business Acquired

 

The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment within 71 calendar days after the date upon which this report on Form 8-K must be filed.

 

(b) Pro Forma Financial Information

 

The pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date upon which this report on Form 8-K must be filed.

 

(c) Exhibits

 

The following exhibit is filed herewith:

 

2.1

 

Stock Purchase Agreement, dated as of January 8, 2005, by and among Concord Communications, Inc. and the Sellers referenced therein. (1)

 

(1)           Incorporated by reference into this Form 8-K to Exhibit 2.1 to Form 8-K filed on January 12, 2005.

 

2


 

SIGNATURES

 

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 hereunto duly authorized.

 

 

 

CONCORD COMMUNICATIONS, INC.

 

 

 

 

Date: February 25, 2005

/s/ Melissa H. Cruz

 

 

Melissa H. Cruz

 

Executive Vice President of Business Services,

 

Chief Financial Officer and Treasurer

 

3


 

EXHIBIT INDEX

 

Exhibit

 

 

Number

 

Description

 

 

 

2.1

 

Stock Purchase Agreement, dated as of January 8, 2005, by and among Concord Communications, Inc. and the Sellers referenced therein. (1)

 

(1)           Incorporated by reference into this Form 8-K to Exhibit 2.1 to Form 8-K filed on January 12, 2005.

 

4

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