<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CONCENTRA MANAGED CARE, INC.
(Exact name of registrant as specified in its charter)
Delaware 04-3363415
(State of incorporation or organization) (I.R.S. Employer
Identification Number)
312 Union Wharf 02109
Boston, MA (Zip code)
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class
to be so registered
6% Convertible Subordinated Notes due 2001
(Title of Class)
<PAGE>
Item 1. Description of Registrant's Securities to be Registered
6% Convertible Subordinated Notes due 2001
Concentra Managed Care, Inc. (the "Company") hereby
incorporates by reference the section entitled "Description of
Notes" contained in the Registration Statement on Form S-3 (file
no. 333-20933) dated May 16, 1997 (the "OccuSystems Registration
Statement") filed with the Securities and Exchange Commission by
OccuSystems, Inc. ("OccuSystems").
Item 2. Exhibits.
Exhibit
Number Description
- ------- -----------
4.1 Indenture, dated as of December 24, 1996, between
OccuSystems and United States Trust Company of New
York, as Trustee (incorporated by reference to Exhibit
4.1 to the OccuSystems Registration Statement).
4.2 Form of First Supplemental Indenture to be entered into
among OccuSystems, the Company and United States Trust
Company of New York, as Trustee (incorporated by
reference to Exhibit 4.2 to the Company's Registration
Statement on Form S-4 (file no. 333-27105) filed with
the Securities and Exchange Commission on May 14,
1997).
4.3 Registration Rights Agreement, dated as of December 24,
1996, among OccuSystems, Donaldson, Lufkin & Jenrette
Securities Corporation, Alex. Brown & Sons Incorporated
and Piper Jaffray Inc. (incorporated by reference to
Exhibit 4.3 to the OccuSystems Registration Statement).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
CONCENTRA MANAGED CARE, INC.
Date: June 25, 1997 By: /s/ Richard A. Parr II
------------------------
Richard A. Parr II
Executive Vice President
and General Counsel
<PAGE>
EXHIBIT INDEX
Exhibit Sequentially
Number Description Numbered Page
- ------- ----------- -------------
4.1 Indenture, dated as of December 24, 1996,
between OccuSystems and United States
Trust Company of New York, as Trustee
(incorporated by reference to Exhibit 4.1
to the OccuSystems Registration
Statement)
4.2 Form of First Supplemental Indenture to
be entered into among OccuSystems, the
Company and United States Trust Company
of New York, as Trustee (incorporated by
reference to Exhibit 4.2 to the Company's
Registration Statement on Form S-4 (file
no. 333-27105) filed with the Securities
and Exchange Commission on May 14, 1997)
4.3 Registration Rights Agreement, dated as
of December 24, 1996, among OccuSystems,
Donaldson, Lufkin & Jenrette Securities
Corporation, Alex. Brown & Sons
Incorporated and Piper Jaffray Inc.
(incorporated by reference to Exhibit 4.2
to the OccuSystems Registration
Statement)