SEC Comment Letter for CONCORD COMMUNICATIONS INC (CIK 0000915290) — Mar 4, 2005
CONCORD COMMUNICATIONS INC (CIK 0000915290)
Date: March 4, 2005 · CIK: 0000915290 · Accession: 0000000000-05-010409
AI Filing Summary & Sentiment
File numbers found in text: 333-112091
Letter
Mail Stop 4-6 February 25, 2005 Mr. John A. Blaeser President and Chief Executive Officer Concord Communications, Inc. 600 Nickerson Road Marlboro, Massachusetts 01752
Re: Concord Communications, Inc. Post-effective Amendment No. 2 to Registration Statement on Form S-3 Filed February 11, 2005 File No. 333-112091
Dear Mr. Blaeser:
We have reviewed your amended filing and have the following comments.
General
1. Your attention is directed to Rules 3-01(a) and 3-02(a) of Regulation S-X and the need for updated financial statements and related disclosures. Please update your financial information or otherwise advise us why such updating is not required.
2. We note your Form 8-K filed February 25, 2005 disclosing the consummation of your acquisition of Aprisma Holdings as well as your requirements under Item 9.01 to file financial statements and pro forma financial information for Aprisma Holdings. Please note that your post-effective amendment will not be declared effective until the financial statements required by Rule 3-05 of Regulation S-X are provided. Please see the Instruction to Item 9.01 of Form 8-K and Interpretation S.21 of our July 1997 Manual of Publicly Available Telephone Interpretations for additional guidance.
If applicable, please supplementally provide us with your analysis detailing the availability of Rule 3-05(b)(4) of Regulation S-X and your calculations with respect to Aprisma Holdings in determining whether it exceeds any of the conditions of significance in the definition of significant subsidiary at the 50 percent level. Further, please address whether your prior acquisition of Vitel Software should be treated with your acquisition of Aprisma Holdings as a single business combination pursuant to Rule 3-05(a)(3) of Regulation S-X.
Selling Securityholders
3. Please disclose the individual or individuals who exercise the voting and/or dispositive powers with respect to the securities to be offered for resale by your recently added selling securityholders. Please see Interpretation I.60 of our July 1997 Manual of Publicly Available Telephone Interpretations and Interpretation 4S of the Regulation S-K portion of the March 1999 Supplement to our July Manual of Publicly Available Telephone Interpretations.
* * * *
As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
You may contact Daniel Lee at (202) 942-1871 for assistance on any matters. If you need further assistance, you may contact me at (202) 942-1818 or Barbara Jacobs, Assistant Director, at (202) 942- 1800.
Sincerely,
Mark P. Shuman
Branch Chief - Legal
Show Raw Text
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<TEXT>
Mail Stop 4-6
February 25, 2005
Mr. John A. Blaeser
President and Chief Executive Officer
Concord Communications, Inc.
600 Nickerson Road
Marlboro, Massachusetts 01752
Re: Concord Communications, Inc.
Post-effective Amendment No. 2 to Registration Statement on
Form
S-3
Filed February 11, 2005
File No. 333-112091
Dear Mr. Blaeser:
We have reviewed your amended filing and have the following
comments.
General
1. Your attention is directed to Rules 3-01(a) and 3-02(a) of
Regulation S-X and the need for updated financial statements and
related disclosures. Please update your financial information or
otherwise advise us why such updating is not required.
2. We note your Form 8-K filed February 25, 2005 disclosing the
consummation of your acquisition of Aprisma Holdings as well as
your
requirements under Item 9.01 to file financial statements and pro
forma financial information for Aprisma Holdings. Please note
that
your post-effective amendment will not be declared effective until
the financial statements required by Rule 3-05 of Regulation S-X
are
provided. Please see the Instruction to Item 9.01 of Form 8-K and
Interpretation S.21 of our July 1997 Manual of Publicly Available
Telephone Interpretations for additional guidance.
If applicable, please supplementally provide us with your analysis
detailing the availability of Rule 3-05(b)(4) of Regulation S-X
and
your calculations with respect to Aprisma Holdings in determining
whether it exceeds any of the conditions of significance in the
definition of significant subsidiary at the 50 percent level.
Further, please address whether your prior acquisition of Vitel
Software should be treated with your acquisition of Aprisma
Holdings
as a single business combination pursuant to Rule 3-05(a)(3) of
Regulation S-X.
Selling Securityholders
3. Please disclose the individual or individuals who exercise the
voting and/or dispositive powers with respect to the securities to
be
offered for resale by your recently added selling securityholders.
Please see Interpretation I.60 of our July 1997 Manual of Publicly
Available Telephone Interpretations and Interpretation 4S of the
Regulation S-K portion of the March 1999 Supplement to our July
1997
Manual of Publicly Available Telephone Interpretations.
* * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
You may contact Daniel Lee at (202) 942-1871 for assistance
on
any matters. If you need further assistance, you may contact me
at
(202) 942-1818 or Barbara Jacobs, Assistant Director, at (202)
942-
1800.
Sincerely,
Mark P. Shuman
Branch Chief - Legal
cc: Via Facsimile
Kevin M. Barry, Esq.
Bingham McCutchen LLP
150 Federal Street
Boston, Massachusetts 02110
Telephone: (617) 951-8000
Facsimile: (617) 951-8736
</TEXT>
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