UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~January ~~Exchange~~22, ~~Act~~2004 ~~of 1934~~

Date of Report (Date of earliest event reported):

October 7, 2003

CONCERTO SOFTWARE, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware	0-15578	02-0364368
DELAWARE	0-15578	02-0364368
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6 ~~Technology~~TECHNOLOGY ~~Park~~PARK ~~Drive~~DRIVE

~~Westford~~WESTFORD, ~~Massachusetts~~MASSACHUSETTS 01886

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices) (Zip Code)

Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code:

(978) 952-0200

~~ITEM~~Not 5:Applicable ~~Other Events and Required FD Disclosure~~

~~On October 7, 2003, Concerto Software, Inc., a Delaware corporation~~ (~~“Concerto”),~~Former ~~announced~~name inor aformer ~~press release that it entered into an agreement and plan of merger dated as of October 7~~address, ~~2003~~if ~~(the~~changed ~~“Merger~~since ~~Agreement”)~~last ~~with Melita International Ltd~~report. ~~(“Melita”~~) and Bach Merger Sub, Inc. (“Merger Sub”), an indirect wholly-owned subsidiary of Melita. Pursuant to the Merger Agreement, Merger Sub will merge (the “Merger”) with and into Concerto, with the separate corporate existence of Merger Sub ceasing and Concerto continuing as the surviving corporation and an indirect wholly-owned subsidiary of Melita. Except as provided below, at the effective time of the Merger (the “Effective Time”), each share of Concerto common stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $12.00 per share in cash for a total transaction value of approximately $145.2 million in the aggregate. Notwithstanding the foregoing, pursuant to the Merger Agreement, certain officers and a director of Concerto will not receive cash for their shares but will instead contribute their shares to Melita in exchange for a minority equity interest in Melita.

~~The~~ITEM ~~consummation~~7. Financial ~~of the Merger is subject to various conditions precedent~~Statements, ~~including~~Pro ~~approval~~Forma byFinancial ~~the~~Information ~~holders of a majority of the common stock of Concerto~~ and ~~the securing of regulatory approvals~~Exhibits.

The preceding is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference. In addition, a copy of the press release regarding the Merger Agreement is being filed as Exhibit 99.1 hereto and the portions thereof relating to the Merger Agreement are incorporated herein by reference.

ITEM 7: Financial Statements, Pro Forma Financial Information and Exhibits

2.1 Agreement and Plan of Merger, dated as of October 7, 2003, by and among Bach Merger Sub, Inc., a Delaware corporation, Melita International Ltd., a Cayman Islands company, and Concerto Software, Inc., a Delaware corporation

Exhibit Number		Description

99.1		Press Release dated January 22, 2004.

99ITEM 12.1 Results ~~Press Release~~ of ~~Concerto~~Operations ~~Software, Inc. dated October 7, 2003 (The information in this Form 8-K~~ and ~~Exhibit~~Financial 99Condition.1 attached hereto relating to the estimated financial results for the third fiscal quarter of Concerto ended September 30, 2003 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.)

~~ITEM~~The ~~12:~~following ~~Results~~information, ofincluding ~~Operations~~the Exhibit attached hereto, is intended to be furnished and ~~Financial~~shall ~~Condition~~not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

On ~~October~~January 722, ~~2003~~2004, Concerto Software, Inc. issued a press release ~~relating~~reporting toits ~~(i)~~preliminary ~~Concerto entering into the Merger Agreement by~~ and ~~among~~unaudited ~~Merger Sub, Melita and Concerto more fully described in response to Item 5 of this current report on Form 8-K and (ii) certain information relating to the estimated~~ financial results for the ~~third fiscal~~fourth quarter ofand ~~Concerto~~year ended ~~September~~December 3031, 2003. The ~~portion of the~~ press release ~~in which Concerto reported its estimated financial results for the third fiscal quarter of Concerto ended September 30, 2003, which~~ is furnished herewith as Exhibit 99.1, and is incorporated herein by reference.

SIGNATURES

Pursuant to the ~~requirement~~requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

	CONCERTO SOFTWARE, INC.
Date: October 8, 2003	By:	/s/ James D. Foy
	James D. Foy Chief Executive Officer and President


		Concerto Software, Inc.

January 22, 2004		By: /s/ James D. Foy Name: James D. Foy Title: President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.
Exhibit Number		Description
Exhibit 2.1		Agreement and Plan of Merger, dated as of October 7, 2003, by and among Bach Merger Sub, Inc., a Delaware corporation, Melita International Ltd., a Cayman Islands company, and Concerto Software, Inc., a Delaware corporation
99.1		Press Release dated January 22, 2004.
Exhibit 99.1		Press Release of Concerto Software, Inc. dated October 7, 2003 (The information in this Form 8-K and Exhibit 99.1 attached hereto relating to the estimated financial results for the third fiscal quarter of Concerto ended September 30, 2003 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.)

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