-----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, WV+p5iUZJ4tgGDrEZvguCeyKOtSfV00d/DRro6BhI4xY59KGw4fxxQDT203giTuD q1xH/GajnaDLT4vDCoZX6g== 0001157523-04-009549.txt : 20041020 0001157523-04-009549.hdr.sgml : 20041020 20041020170132 ACCESSION NUMBER: 0001157523-04-009549 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041015 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041020 DATE AS OF CHANGE: 20041020 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: 041087945 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 a4746585.txt CONCORD COMMUNICATIONS, INC. 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): October 15, 2004 Concord Communications, Inc. (Exact name of registrant as specified in charter) - -------------------------------------------------------------------------------- Massachusetts 0-23067 04-2710876 ------------- ------- ---------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 400 Nickerson Road, Marlboro, Massachusetts 01752 - ------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (508) 460-4646 -------------- Not Applicable (Former name or former address, if changed since last report) - -------------------------------------------------------------------------------- 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 (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under Exchange Act (17 CFR 240.13e-4(c)) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Item 1.01. Entry into a Material Definitive Agreement. On October 15, 2004, the Board of Directors of Concord Communications, Inc. (the "Company") appointed Ted D. Williams to the position of Executive Vice President, Worldwide Field Operations. The press release announcing the appointment of Mr. Williams is attached hereto as Exhibit 99.1. In connection with such appointment, Mr. Williams entered into a Management Change in Control Agreement with the Company on October 15, 2004 (the "Change in Control Agreement"). In connection with entering into the Change in Control Agreement, Mr. Williams has entered into a non-competition agreement with the Company pursuant to which he has agreed, following a change in control of the Company, not to compete with the Company for a period of six months if he has been terminated with or without cause by the Company or he has voluntarily terminated his employment for "good reason." Pursuant to the terms of the Change in Control Agreement, Mr. Williams is entitled to receive a single severance payment in cash in an amount equal to six months' base annual salary if he is terminated by the Company without cause or he voluntarily terminates his employment with the Company for "good reason" (each a "Termination Event"), in each case within six months of a change in control of the Company. Effective upon a change in control of the Company, the vesting date for Mr. Williams' unvested options shall be accelerated by a period of twenty-four months. If within twenty-four months of a change in control of the Company there is a Termination Event, Mr. Williams' remaining unvested options will become fully vested. The Change in Control Agreement also provides that Mr. Williams is guaranteed a minimum quarterly bonus of $32,500 for each quarter of the 2005 calendar year. In addition, if Mr. Williams is terminated without cause, the Company will pay severance to Mr. Williams in a cash amount equal to twelve months base annual salary. Item 9.01 Financial Statements and Exhibits. (c) Exhibits The following exhibits are filed with this Current Report on Form 8-K. Exhibit No. Description 99.1 Press Release dated October 20, 2004 - -------------------------------------------------------------------------------- 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, hereunto duly authorized. CONCORD COMMUNICATIONS, INC. By: /s/ Melissa H. Cruz -------------------------------------------- Date: October 20, 2004 Melissa H. Cruz Executive Vice President of Business Services, Chief Financial Officer and Treasurer EX-99.1 2 a4746585ex991.txt EXHIBIT 99.1 Exhibit 99.1 Concord Names Seasoned Sales Executive Ted Williams to Lead Worldwide Sales and Service Organizations MARLBORO, Mass.--(BUSINESS WIRE)--Oct. 20, 2004-- New Executive Vice President Brings Strong Operational, Sales, and Customer Relationship Credentials to Existing Management Team Concord Communications, Inc. (Nasdaq: CCRD), a global provider of Business Service Management (BSM) software solutions, today announced that it has named Ted Williams as its new Executive Vice President of Worldwide Field Operations. Over the past 25 years, Williams has been instrumental in creating strong market demand and generating consistent revenue growth for enterprise software companies. At Concord, Williams will direct the company's global sales force, manage its international reseller network, and oversee its professional services team. "Ted's exceptional track record, strong customer relationships, and thorough grasp of the enterprise software market were key factors in his selection for this role," stated Jack Blaeser, president and CEO of Concord Communications. "His systematic approach to selling, his experience with large and complex deals, and his total commitment to customer success and satisfaction all align directly with our corporate philosophy. I am confident that Ted will be instrumental in leading our sales organization to new levels of productivity and achievement." Prior to joining Concord, Williams was executive vice president of worldwide sales for MRO Software, a strategic asset management software provider, where he directed a global team of more than 175 sales professionals and alliance managers. A ten-year veteran of MRO Software's sales team, Williams substantially contributed to that company's impressive revenue growth of more than 700 percent since the early 1990s. Williams' ability to develop measurable, repeatable processes that leverage a combination of sales best practices and supporting technologies allowed him to consistently succeed against the competition. Once sold, customers also remained a priority for Williams, enabling him to assemble a deep executive-level network within the Global 1000. Williams' network and operational leadership experience will prove strong assets for Concord. Commenting on his appointment, Ted Williams remarked, "Concord appears to be uniquely qualified to address a growing market opportunity. I am confident in the company's ability to execute on that opportunity and I am excited to bring a fresh perspective and new energy to the task. I look forward to leveraging my experience in managing multiple sales channels and my strong ties with systems integrators to contribute to Concord's future success." Earlier in his career at MRO Software, Williams served as director of industry marketing and managed the company's MAXIMO product line. Prior to MRO Software, Williams held project management roles at two world-leading engineering/construction companies, Fluor Corporation and Stone & Webster Engineering Corporation. He also served as president and COO of Comac Systems Corporation, an enterprise software startup. Williams earned his M.B.A. from San Francisco State University, and his engineering degree from Northeastern University. He has taught management classes at Boston University and Emmanuel College. About Concord Communications Concord Communications, Inc. (Nasdaq: CCRD) provides an integrated software solution that enables companies to map their IT services to business needs, measure their actual end-user experience, and manage their applications, systems, and networks. More than 3000 companies worldwide, including 23 of the world's 24 largest service providers, rely on Concord's Business Service Management software to optimize IT services to drive business success. Based in Marlboro, Mass., Concord maintains offices around the globe and can be found on the web at www.concord.com. Concord Communications, Inc., the Concord logo, eHealth, and Map. Measure. Manage. are trademarks of Concord Communications, Inc. Forward-looking statements made in this press release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned that all forward-looking statements involve risks and uncertainties, and actual results could differ materially from the forward-looking statements contained herein. Risks and uncertainties include, without limitation, risks in product development and market acceptance of, and demand for, the Company's products, specifically including the Company's business service management solution; risks associated with sales execution; risks associated with competition, specifically including competition in the business service management market; risks in technology development and commercialization; and other risks detailed in the Company's filings with the Securities and Exchange Commission, including but not limited to, the Company's annual report on Form 10-K and quarterly reports on Form 10-Q. Any forward-looking statements should be considered in light of all these factors. The information contained in this press release is applicable only today and should thereafter be considered historical and will no longer constitute the Company's current expectations. The Company undertakes no obligation to update information contained in this press release. CONTACT: Concord Communications Eric Snow, 508-486-4508 Public Relations pr@concord.com or Concord Communications Ray Ruddy, 508-303-4530 Investor Relations investorrelations@concord.com -----END PRIVACY-ENHANCED MESSAGE-----