<PAGE>
As filed with the Securities and Exchange Commission on September 3, 1997.
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
CONCENTRA MANAGED CARE, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 8093 04-336315
(STATE OF INCORPORATION) (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
----------------------------
312 UNION WHARF
BOSTON, MASSACHUSETTS 02109
(617) 367-2163
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------------------
DONALD J. LARSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CONCENTRA MANAGED CARE, INC.
312 UNION WHARF
BOSTON, MASSACHUSETTS 02109
(617) 367-2163
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------------------------
Copy to:
RICHARD A. PARR II
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
CONCENTRA MANAGED CARE, INC.
3010 LBJ FREEWAY, SUITE 400
DALLAS, TEXAS 75234
(972) 484-2700
-----------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective.
----------------------------
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 305,616 $32.06 $9,798,049 $2,970
========================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) using the average of the high and low sale
prices reported on the Nasdaq National Market for the Registrant's Common
Stock on September 2, 1997.
----------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE>
PROSPECTUS
CONCENTRA MANAGED CARE, INC.
305,616 SHARES OF COMMON STOCK
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------------
This Prospectus relates to the offering by the selling stockholders
identified herein (the "Selling Stockholders") of up to an aggregate of 305,616
shares of common stock, par value $.01 per share ("Common Stock"), of Concentra
Managed Care, Inc., a Delaware corporation ("Concentra" or the "Company"). The
shares of Common Stock offered hereby (the "Offered Securities") were privately
offered by the Company in connection with the acquisition of a certain business
that occurred on September 1, 1997. See "Selling Stockholders" and "Plan of
Distribution" for information relating to the Selling Stockholders and this
offering.
The Offered Securities may be sold from time to time pursuant to this
Prospectus by the Selling Stockholders. The Offered Securities may be sold by
the Selling Stockholders in ordinary brokerage transactions, in transactions in
which brokers solicit purchases, in negotiated transactions, or in a combination
of such methods of sale, at market prices prevailing at the time of sale, at
prices relating to such prevailing market prices or at negotiated prices. See
"Plan of Distribution." The distribution of the Offered Securities is not
subject to any underwriting agreement. The Company will receive no part of the
proceeds of sales from the offering by the Selling Stockholders. All expenses of
registration incurred in connection with this offering are being borne by the
Company. None of the Offered Securities have been registered prior to the filing
of the Registration Statement of which this Prospectus is a part.
The Common Stock is traded on The Nasdaq National Market under the symbol
"CCMC." On September 2, 1997, the last reported sale price of the Common Stock
on The Nasdaq National Market was $33 per share.
--------------------------
The date of this Prospectus is September _____, 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"). In accordance with the Exchange Act,
the Company files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information can be inspected and copied at the public
reference facilities that the Commission maintains at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices
located at 7 World Trade Center, 13th Floor, New York, New York 10048, and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of these
materials can be obtained at prescribed rates from the Public Reference Section
of the Commission at the principal offices of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549. These reports, proxy statements and other
information may also be obtained from the Web site that the Commission maintains
at http:\\www.sec.gov.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933 (the "Securities
Act"). This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information, reference
is hereby made to the Registration Statement.
----------------------
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act are incorporated in this Prospectus by reference:
1. The Company's Registration Statement on Form S-4 (File No. 333-27105)
dated August 1, 1997; and
2. The description of the Company's capital stock contained in Item 1 of
the Registration Statement on Form 8-A (File No. 000-22751) filed with
the Commission on June 25, 1997, including any amendment or report
filed for the purpose of updating such description filed with the
Commission pursuant to Section 13 of the Exchange Act.
All other documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in this Prospectus and
to be a part hereof from the date of filing such documents.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents that are incorporated by
reference, other than exhibits to such documents not specifically incorporated
by reference. Requests for such copies should be directed to Concentra Managed
Care, Inc., 3010 LBJ Freeway, Suite 600, Dallas, Texas 75234, Attention: Richard
A. Parr II, Executive Vice President and General Counsel, telephone (972) 481-
7507.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
2
<PAGE>
THE COMPANY
Concentra is the nation's first fully integrated managed care company
focused on workers' compensation cost containment. Concentra offers prospective
and retrospective services to employers and insurers of all sizes, providing
pre-employment testing, loss prevention services, first report of injury, injury
care, specialist networks, specialized cost containment services, and field case
management for workers' compensation as well as for the disability and
automobile injury markets. The Company has 122 field case management offices,
with approximately 1,225 field case managers who provide medical management and
return to work services in 49 states, the District of Columbia and Canada. The
Company also has 83 service locations that provide specialized cost containment
services including utilization management, telephonic case management and
retrospective bill review. Under the name Concentra Medical Centers, the Company
operates the nation's largest network of occupational healthcare centers,
currently managing the practices of 217 physicians located in 122 centers in 32
markets in 16 states.
The Company's executive offices are located at 312 Union Wharf, Boston,
Massachusetts 02109, and its telephone number at that address is (617) 367-2163.
RISK FACTORS
IN EVALUATING AN INVESTMENT IN SHARES OF COMMON STOCK OF THE COMPANY,
PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY, AMONG OTHER THINGS, THE RISK
FACTORS SET FORTH IN "RISK FACTORS AND CERTAIN CONSIDERATIONS" CONTAINED IN THE
COMPANY'S JOINT PROXY STATEMENT/PROSPECTUS DATED AUGUST 1, 1997.
FORWARD LOOKING STATEMENTS
Statements contained in this Prospectus (including certain of the documents
incorporated by reference herein) that are not based on historical facts are
forward-looking statements subject to uncertainties and risks including, but not
limited to, product and service demand and acceptance, the availability of
appropriate acquisition and joint venture candidates, economic conditions, the
impact of competition and pricing, capacity and supply constraints or
difficulties, results of financing efforts, and other risks described in this
Prospectus (including certain of the documents incorporated by reference
herein).
3
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth the name of the Selling Stockholders and (i)
the number of shares of Common Stock owned by the Selling Stockholders as of the
effective date of the Registration Statement of which this Prospectus forms a
part, (ii) the maximum number of shares of Common Stock which may be offered for
the account of the Selling Stockholders under this Prospectus, and (iii) the
amount and percentage of Common Stock to be owned by the Selling Stockholders
after the completion of this offering assuming the sale of all the Common Stock
which may be offered hereunder.
<TABLE>
<CAPTION>
AMOUNT AND
PERCENTAGE OF
SHARES MAXIMUM COMMON STOCK
OWNED NUMBER OF SHARES OWNED AFTER THE OFFERING
PRIOR TO WHICH MAY BE ------------------------
SELLING STOCKHOLDERS OFFERING SOLD HEREUNDER AMOUNT PERCENTAGE
- ---------------------- -------- ---------------- --------- -------------
<S> <C> <C> <C> <C>
Alan A. Beauchamp.......... 0 91,104 0 0
Gary R. Dishongh........... 0 71,942 0 0
Christopher P. Scully...... 0 38,583 0 0
Charles Warren Gilbert, Sr. 0 24,040 0 0
Floyd F. Belcher, Jr....... 0 16,097 0 0
Phillip Michael Munnerlyn.. 0 16,064 0 0
Paul R. Lersch............. 0 14,348 0 0
Dishong & Scully, Inc...... 0 10,233 0 0
Stephen Dee Hunt........... 0 5,366 0 0
Gary W. DeSerio............ 0 4,024 0 0
Alexander E. Preston....... 0 4,024 0 0
Garland D. Debord.......... 0 4,024 0 0
Richard W. Drummond........ 0 3,827 0 0
Margaret Ferrell........... 0 970 0 0
Annalea Gilbert-Flam....... 0 970 0 0
</TABLE>
4
<PAGE>
PLAN OF DISTRIBUTION
The Offered Securities will be issued to the Selling Stockholders in
connection with the acquisition by the Company of the business of the Selling
Stockholders. The Offered Securities may be sold from time to time directly by
the Selling Stockholders. The Offered Securities may also be sold by the Selling
Stockholders in (a) ordinary brokerage transactions and in transactions in which
brokers solicit purchasers, (b) sales to a broker or dealer as principal and
resales by such broker or dealer for its own account pursuant to this Prospectus
or (c) in a combination of such methods of sale, at market prices and other
terms prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated prices. The Offered Securities may be sold on any
national securities exchange or automated interdealer quotation system on which
shares of Common Stock are then listed, through negotiated transactions or
otherwise. Brokers, dealers and agents who participate in the sale of the
Offered Securities may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholders and/or
purchasers of the Offered Securities for whom they may act as agent. The Selling
Stockholders and any brokers, dealers or agents that participate in the
distribution of the Offered Securities might be deemed to be "underwriters"
within the meaning of the Securities Act, and any profit on the sale of such
Offered Securities and any discounts, commissions or concessions received by any
such brokers, dealers or agents might be deemed to be underwriting discounts and
commissions under the Securities Act. At the time a particular offer of any of
the Offered Securities is made by the Selling Stockholders, to the extent
required pursuant to the Securities Act, a supplement to this Prospectus will be
distributed which describes the method of sale in greater detail. In addition,
any Offered Securities which qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus.
Pursuant to the provisions of a Registration Rights Agreement entered into
between the Company and each of the Selling Stockholders, the Selling
Stockholders will pay their costs and expenses of selling the shares of Common
Stock offered hereunder, including commissions and discounts of underwriters,
brokers, dealers or agents, and the Company will pay the costs and expenses
incident to its registration and qualification of the Common Stock offered
hereby, including registration and filing fees. In addition the Company has
agreed to indemnify the Selling Stockholders against certain liabilities,
including liabilities arising under the Securities Act.
The Selling Stockholders may indemnify any broker-dealer that participates
in transactions involving the sale of shares of Common Stock against certain
liabilities, including liabilities under the Securities Act.
There can be no assurance that the Selling Stockholders will sell any or
all of the shares of Common Stock offered by them hereunder.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Offered Securities by the Selling Stockholders.
5
<PAGE>
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed upon for
the Company by Richard A. Parr II, Executive Vice President and General Counsel
of the Company.
EXPERTS
The consolidated financial statements of OccuSystems, Inc. as of December
31, 1996 and 1995 and for each of the three years in the period ended December
31, 1996, incorporated herein by reference to the Company's Registration
Statement on Form S-4 (File No. 333-27105) dated August 1, 1997, have been so
incorporated in reliance on the report of Arthur Andersen LLP, independent
public accountants, given on the authority of said firms as experts in auditing
and accounting.
The consolidated financial statements of CRA Managed Care, Inc. at December
31, 1996 and 1995 and for each of the three years in the period ended December
31, 1996, incorporated by reference herein by reference to the Company's
Registration Statement on Form S-4 (File No. 333-27105) dated August 1, 1997,
have been so incorporated in reliance on the report of Arthur Andersen LLP,
independent public accountants, given upon the authority of such firm as experts
in accounting and auditing.
6
<PAGE>
================================================================================
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OF THE
UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE SHARES BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON
MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL CREATE ANY IMPLICATION THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
-----------------------------
TABLE OF CONTENTS
Available Information................................ 2
Incorporation of Certain Information by Reference.... 2
The Company.......................................... 3
Forward Looking Statements........................... 3
Risk Factors......................................... 3
Selling Stockholders................................. 4
Plan of Distribution................................. 5
Use of Proceeds...................................... 5
Legal Matters........................................ 6
Experts.............................................. 6
================================================================================
================================================================================
305,616 SHARES
CONCENTRA MANAGED CARE, INC.
COMMON STOCK
----------------------------
PROSPECTUS
-----------------------------
SEPTEMBER ____, 1997
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses payable by the registrant in connection with the
registration, issuance and distribution of the Common Stock offered hereby are
as follows.
<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee.......................... $ 2,970
Nasdaq National Market System Filing Fee...... 6,114
Legal Fees and Expenses....................... 2,500
Accounting Fees and Expenses.................. 5,000
Fees and Expenses of Transfer Agent........... 3,500
Miscellaneous Expenses........................ 916
Total............................... $21,000
======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Twelfth of the Amended and Restated Certificate of Incorporation of
the registrant provides that the registrant shall indemnify its officers and
directors to the maximum extent allowed by the Delaware General Corporation Law.
Pursuant to Section 145 of the Delaware General Corporation Law, the registrant
generally has the power to indemnify its present and former directors and
officers against expenses and liabilities incurred by them in connection with
any suit to which they are, or are threatened to be made, a party by reason of
their serving in those positions so long as they acted in good faith and in a
manner they reasonably believed to be in, or not opposed to, the best interests
of the registrant, and with respect to any criminal action, so long as they had
no reasonable cause to believe their conduct was unlawful. With respect to suits
by or in the right of the registrant, however, indemnification is generally
limited to attorneys' fees and other expenses and is not available if the person
is adjudged to be liable to the registrant, unless the court determines that
indemnification is appropriate. The statute expressly provides that the power to
indemnify authorized thereby is not exclusive of any rights granted under any
bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.
The registrant also has the power to purchase and maintain insurance for its
directors and officers. Additionally, Article Twelfth of the Amended and
Restated Certificate of Incorporation provides that, in the event that an
officer or director files suit against the registrant seeking indemnification of
liabilities or expenses incurred, the burden will be on the registrant to prove
that the indemnification would not be permitted under the Delaware General
Corporation Law.
The preceding discussion of the registrant's Amended and Restated
Certificate of Incorporation and Section 145 of the Delaware General Corporation
Law is not intended to be exhaustive and is qualified in its entirety by the
Certificate of Incorporation and Section 145 of the Delaware General Corporation
Law.
The registrant has entered into indemnity agreements with the registrant's
directors and officers. Pursuant to such agreements, the registrant will, to the
extent permitted by applicable law, indemnify such persons against all expenses,
judgments, fines and penalties incurred in connection with the defense or
settlement of any actions brought against them by reason of the fact that they
were directors or officers of the registrant or assumed certain responsibilities
at the direction of the registrant.
II-1
<PAGE>
ITEM 16. EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
+3.1 Amended and Restated Certificate of Incorporation of the Company.
+3.2 Bylaws of the Company.
5.1 Opinion of Richard A. Parr II.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Richard A. Parr II (included in Exhibit 5.1).
24.1 Power of Attorney (contained on signature pages hereto).
- ---------------------------
+ Incorporated by reference from the Company's Registration Statement on Form
S-4 (Registration No. 333-27105) dated August 1, 1997.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy
II-2
<PAGE>
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas,
on the 3rd day of September, 1997.
CONCENTRA MANAGED CARE, INC.
By: /s/ Richard A. Parr II
---------------------------------
Richard A. Parr II Executive Vice
President, General Counsel and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
authorizes and appoints each of Richard A. Parr II and James M. Greenwood, and
each of them severally, acting alone and without the other, as his attorney-in-
fact to execute in the name of such person and to file any amendments to this
Registration Statement necessary or advisable to enable the Company to comply
with the Securities Act of 1933 and any rules, regulations and requirements of
the Securities and Exchange Commission in respect thereof, in connection with
the registration of the securities which are the subject of this Registration
Statement, which amendments may make such changes in the Registration Statement
as such attorney-in-fact may deem appropriate.
SIGNATURE CAPACITY DATE
- --------- --------- ----
/s/ Donald J. L President and Chief Executive September 3, 1997
- --------------------- Officer (Principal Executive
Donald J. Larso Officer); Director
/s/ Joseph F. P Executive Vice President, Chief September 3, 1997
- --------------------- Financial Officer and Treasurer
Joseph F. Pesce (Principal Financial and
Accounting Officer)
/s/ John K. Car Chairman of the Board September 3, 1997
- --------------------- and Director
John K. Carlyle
/s/ George H. C Director September 3, 1997
- ---------------------
George H. Conra
/s/ Robert W. O Director September 3, 1997
- ---------------------
Robert W. O'Lea
/s/ Robert A. O Director September 3, 1997
- ---------------------
Robert A. Orten
/s/ Paul B. Que Director September 3, 1997
- ---------------------
Paul B. Queally
/s/ Mitchell T. Rabkin, M.D. Director September 3, 1997
- ----------------------------
Mitchell T. Rabkin, M.D.
/s/ Lois E. Silverman Director September 3, 1997
- ---------------------
Lois E. Silverman
II-4
<PAGE>
INDEX TO EXHIBITS
SEQUENTIAL
PAGE
EXHIBIT NO. DESCRIPTION OF EXHIBIT NUMBER
- ----------- ---------------------- --------
+3.1 Amended and Restated Certificate of
Incorporation of the Company.
+3.2 Bylaws of the Company.
5.1 Opinion of Richard A. Parr II.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Richard A. Parr II
(included in Exhibit 5.1).
24.1 Power of Attorney (contained on
signature pages hereto).
- ---------------------------
+ Incorporated by reference from the Company's Registration Statement on Form
S-4 (Registration No. 333-27105) dated August 1, 1997.
II-5
<PAGE>
EXHIBIT 5.1
September 3, 1997
Concentra Managed Care, Inc.
312 Union Wharf
Boston, Massachusetts 02109
Ladies and Gentlemen:
I have acted as counsel for Concentra Managed Care, Inc., a Delaware
corporation (the "Company"), in connection with the Company's registration under
the Securities Act of 1933, as amended (the "Act"), of the offer and sale of
305,616 shares of common stock, par value $.01 per share (the "Shares"), of the
Company pursuant to the Company's Registration Statement on Form S-3 filed with
the Securities and Exchange Commission (the "Commission") on September 3, 1997
(the "Registration Statement").
In reaching the opinions set forth herein, I have examined and am familiar
with the originals or copies, certified or otherwise, of such documents and
records of the Company and such statutes, regulations, and other instructions as
I have deemed necessary or advisable for purposes of this opinion, including (i)
the Registration Statement, (ii) the Amended and Restated Certificate of
Incorporation of the Company and (iii) the By-Laws of the Company.
I have assumed that (i) all information contained in all documents reviewed
by me is true, correct, and complete, (ii) all signatures on all documents
reviewed by me are genuine, (iii) all documents submitted to me as originals are
true and complete, (iv) all documents submitted to me as copies are true and
complete copies of the originals thereof, and (v) all persons executing and
delivering originals or copies of documents examined by me were competent to
execute and deliver such documents. In addition, I have assumed that: (i) the
Shares that have yet to be issued will be issued in accordance with the
acquisition agreement in the form previously reviewed by me (the "Acquisition
Agreement"), (ii) the full consideration for each Share that has yet to be
issued shall be paid to the Company and in on event shall be less than the par
value of such Shares, and (iii) certificates evidencing the Shares that have yet
to be issued shall be properly executed and delivered by the Company in
accordance with the Delaware General Corporation Law ("DGCL").
Based on the foregoing and having due regard for the legal considerations I
deem relevant, I am of the opinion that the Shares, when issued in accordance
with the Acquisition Agreement, will be validly issued by the Company, fully
paid, and non-assessable.
This opinion is limited in all respects to the laws of the State of Texas,
the DGCL, and the federal laws of the United States of America. You should be
aware that I am not admitted to the
<PAGE>
practice of law in the State of Delaware, and the opinion herein as to the DGCL
is based upon the latest unofficial compilation thereof available to me.
This opinion letter may be filed as an exhibit to the Registration
Statement. Consent is also given to the reference to me under the caption
"Legal Matters" in the Registration Statement and in the Prospectus included in
the Registration Statement, as having passed on the validity of the Shares. In
giving this consent, I do not thereby admit that I come within the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ RICHARD A. PARR II
Richard A. Parr II
General Counsel
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in, or made part of, this
registration statement.
ARTHUR ANDERSEN LLP
Dallas, Texas
September 2, 1997
