**UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION**

**WashingtonDC 20549**

**Form 10-K/A**

AmendmentNo. 1

 

 

 

ý                                                                                  **ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934**

 

**For the fiscal year ended December 31, 2004**

 

**OR**

 

o                                                                                  **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OFTHE SECURITIES EXCHANGE ACT OF 1934**

 

**For the transition period from                       to**

 

**Commissionfile number 0-23067**

**CONCORDCOMMUNICATIONS, INC.**

*(Exact name of registrant as specified in its charter)*

 

| **Massachusetts**           | ** ** | **04-2710876**                          |
|-----------------------------|------------|-----------------------------------------|
| *(State  of incorporation)* | * *   | *(IRS  Employer Identification Number)* |

**600 NickersonRoad**

**Marlborough,Massachusetts 01752**

**(508) 460-4646**

*(Address and telephone number of principal executiveoffices)*

 

**Securitiesregistered pursuant to Section 12(b) of theAct:     None**

**Securitiesregistered pursuant to Section 12(g) of the Act:**

**CommonStock, par value $0.01 per share**

*(Title of class)*

 

        Indicate by check mark whether the registrant (1) hasfiled all reports required to be filed by section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or forsuch 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 ý          No o

 

        Indicate by check mark if disclosure of delinquent filerspursuant to Item 405 of Regulation S-K is not contained herein, andwill not be contained, to the best of registrant’s knowledge, in definitiveproxy or information statements incorporated by reference in Part III ofthis Form 10-K or any amendment to thisForm 10-K     o

 

        Indicate by check mark whether the registrant is anaccelerated filer (as defined in Exchange Act Rule 12b-2):     Yes ý          No o

 

        The aggregate market value of the voting stock held bynon-affiliates of the Registrant, based on the closing sale price of theregistrant’s common stock on June 30, 2004, as reported on the NASDAQNational Market was approximately **$208,801,000**

 

        The number of shares outstanding of Common Stock as of May10, 2005 was **18,858,849.**

 

 

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EXPLANATORYNOTE:     Concord Communications, Inc. (the “Company”)is filing this Amendment No. 1 to its Form 10-K for the year ended December 31,2004, as filed on March 16, 2005 (the “Original Filing”)  to correct an inadvertent error in Section 4of the certifications filed as Exhibits 31.1 and 31.2 to the Form 10-K.  There are no other changes to thesecertifications or to the Form 10-K.

 

Because no financial statements are beingfiled with this Amendment No. 1, the Company is not including certificationspursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  Except as described herein, this AmendmentNo. 1 on Form 10-K/A does not modify or update other disclosures in, orexhibits to, the Original Filing.

 

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**SIGNATURES**

 

        Pursuant to the requirements of the Securities Exchange Actof 1934, the registrant has duly caused this report to be signed on its behalfby the undersigned thereunto duly authorized this 13th day of May 2005.

 

 
|   |   | CONCORD COMMUNICATIONS, INC. |
|--------|--------|------------------------------|
|   |   |                         |
|   |   | /s/ MELISSA H.  CRUZ         |   |
|   |   | Name: Melissa H. Cruz   |
|   |   |                         |
|   |   | Title:                  | Executive Vice President, Business Services  Chief Financial Officer and Treasurer  (Principal Financial and Accounting Officer) |
|        |        |                              |  |  |

 

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EXHIBITINDEX

 
| **Exhibit Number** | ** ** | **Description**                                                                                          |
|--------------------|------------|----------------------------------------------------------------------------------------------------------|
| 31.1               |       | Certification  of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley  Act of 2002 |
| 31.2               |       | Certification  of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley  Act of 2002 |

 

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