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)
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Massachusetts 0-23067 04-2710876
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
400 Nickerson Road, Marlboro, Massachusetts 01752
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 460-4646
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Not Applicable
(Former name or former address, if changed since last report)
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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))
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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
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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
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Date: October 20, 2004 Melissa H. Cruz
Executive Vice President of Business Services,
Chief Financial Officer and Treasurer