<PAGE>
As filed with the Securities and Exchange Commission on December 29, 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) 364-8043
-------------
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
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
- --------------------------------------------------------------------------------
Common Stock, $.01 par value
per share . . . . . . . . . . 122,396 $32.875 $4,023,769 $1,188
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(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 December 19, 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.
122,396 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
122,396 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 will occur on or before December 31,
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 December 22, 1997, the last reported sale price of the Common Stock
on The Nasdaq National Market was $32 7/8 per share.
-------------
The date of this Prospectus is __________, 199__
<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;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1997;
3. The Company's Current Report on Form 8-K filed on September 11, 1997;
4. The Company's Current Report on Form 8-K filed on October 1, 1997;
5. The Company's Current Report on Form 8-K filed on October 14, 1997;
6. The Company's Current Report on Form 8-K filed on November 7, 1997;
and
7. 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) 364-8043.
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 Managed Care 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 1,250 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.
AMOUNT AND
PERCENTAGE OF
MAXIMUM COMMON STOCK
NUMBER OF OWNED AFTER THE
SHARES OWNED SHARES OFFERING OFFERING
PRIOR TO WHICH MAY BE -----------------
SELLING STOCKHOLDERS OFFERING SOLD HEREUNDER AMOUNT PERCENTAGE
- ------------------------ ------------ -------------- ------ ----------
Paul F. Harrity 0 61,198 0 0
Christopher P. Webster 0 61,198 0 0
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.
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.
5
<PAGE>
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>
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- -------------------------------------------------------------------------------
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
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Forward Looking Statements. . . . . . . . . . . . . . . . . . . . . . . . . . 3
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
122,396 SHARES
CONCENTRA MANAGED CARE, INC.
COMMON STOCK
--------------------
PROSPECTUS
--------------------
____________ ___, 199__
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<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.
SEC Registration Fee . . . . . . . . . . . . . . . $ 1,188
Nasdaq National Market System Filing Fee . . . . . 2,448
Legal Fees and Expenses . . . . . . . . . . . . . 2,500
Accounting Fees and Expenses . . . . . . . . . . . 5,000
Fees and Expenses of Transfer Agent . . . . . . . 3,500
Miscellaneous Expenses . . . . . . . . . . . . . . 364
-------
Total . . . . . . . . . . . . . . . . . $15,000
-------
-------
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 Arthur Andersen LLP.
23.3 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
II-2
<PAGE>
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 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 29th day of December, 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.
<TABLE>
SIGNATURE CAPACITY DATE
--------- -------- ----
<S> <C> <C>
/s/ Donald J. Larson President and Chief Executive December 29, 1997
- ---------------------------- Officer (Principal Executive
Donald J. Larson Officer); Director
/s/ Joseph F. Pesce Executive Vice President, Chief December 29, 1997
- ---------------------------- Financial Officer and Treasurer
Joseph F. Pesce (Principal Financial and
Accounting Officer)
/s/ John K. Carlyle Chairman of the Board December 29, 1997
- ---------------------------- and Director
John K. Carlyle
/s/ George H. Conrades Director December 29, 1997
- ----------------------------
George H. Conrades
/s/ Robert W. O'Leary Director December 29, 1997
- ----------------------------
Robert W. O'Leary
/s/ Robert A. Ortenzio Director December 29, 1997
- ----------------------------
Robert A. Ortenzio
/s/ Paul B. Queally Director December 29, 1997
- ----------------------------
Paul B. Queally
/s/ Mitchell T. Rabkin, M.D. Director December 29, 1997
- ----------------------------
Mitchell T. Rabkin, M.D.
/s/ Lois E. Silverman Director December 29, 1997
- ----------------------------
Lois E. Silverman
</TABLE>
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 Arthur Andersen LLP.
23.3 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>
[Concentra Managed Care, Inc. Letterhead]
December 29, 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
122,396 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 December 29, 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 no 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.
<PAGE>
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 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
<PAGE>
[ARTHUR ANDERSEN LLP LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated January 27, 1997
(and to all references to our Firm) included in CRA Managed Care's Form 10-K for
the year ended December 31, 1996, made a part of this Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
December 24, 1997
<PAGE>
[ARTHUR ANDERSEN LLP LETTERHEAD]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated February 17, 1997
(and to all references to our Firm) included in OccuSystems, Inc.'s Form 10-K
for the year ended December 31, 1996, made a part of this Registration
Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
December 24, 1997
