<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 24, 1997
Registration No. 33-92290
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
CONCENTRA MANAGED CARE, INC.
(AS THE SUCCESSOR ENTITY TO OCCUSYSTEMS, INC.)
(Exact name of registrant as specified in its charter)
DELAWARE 04-3363415
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
312 UNION WHARF
BOSTON, MASSACHUSETTS 02109
(Address of principal executive offices, including zip code)
____________________
OCCUSYSTEMS, INC. 1995 LONG-TERM INCENTIVE PLAN
FIRST AMENDED AND RESTATED OCCUSYSTEMS, INC.
STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN
OCCUSYSTEMS, INC. STOCK OPTION AGREEMENTS DESCRIBED HEREIN
(Full title of the plan)
DONALD J. LARSON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CONCENTRA MANAGED CARE, INC.
312 UNION WHARF
BOSTON, MASSACHUSETTS 02109
(617) 367-2163
(Name, address and telephone number 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
================================================================================
<PAGE>
EXPLANATORY NOTE
On August 29, 1997, OccuSystems, Inc., a Delaware corporation
("OccuSystems"), merged (the "Merger"), with and into Concentra Managed Care,
Inc., a Delaware corporation (the "Registrant"), pursuant to an Agreement and
Plan of Reorganization (the "Reorganization Agreement") dated as of April 21,
1997, by and among the Registrant, OccuSystems and CRA Managed Care, Inc., a
Massachusetts corporation. Pursuant to the terms of the Reorganization
Agreement, (a) the Registrant assumed each outstanding option to purchase common
stock, par value $.01 per share, of OccuSystems ("OccuSystems Common Stock")
granted under the OccuSystems, Inc. 1995 Long-Term Incentive Plan, the First
Amended and Restated OccuSystems, Inc. Stock Option and Restricted Stock
Purchase Plan and the OccuSystems, Inc. Stock Option Agreements filed as
exhibits hereto, and (b) the assumed options became exercisable for common
stock, par value $.01 per share, of the Registrant ("Concentra Common Stock") at
an exchange ratio of one share of Concentra Common Stock for each share of
OccuSystems Common Stock. The Registrant is filing this Post-Effective Amendment
to reflect the assumption by the Registrant of each such option to purchase
OccuSystems Common Stock and the conversion of the options to purchase
OccuSystems Common Stock into options to purchase Concentra Common Stock in the
Merger.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
The following documents have been filed with the Securities and Exchange
Commission by the Registrant and are incorporated herein by reference and made a
part hereof:
(a) The Registrant's Registration Statement on Form S-4 (File No. 333-
27105) filed on July 31, 1997;
(b) The Registrant's Current Report on Form 8-K filed on September 11,
1997; and
(c) The description of the Concentra Common Stock, contained in Item 1 of
the Registrant's Registration Statement on Form 8-A filed with the
Commission pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act") on June 25, 1997 (File No. 0-22751).
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-
effective amendment that indicates that all securities offered have been sold or
that deregisters all securities then remaining unsold shall also be deemed to be
incorporated by reference herein and to be a part hereof from the dates of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement. Upon the written or oral request of any person to whom
a copy of this Registration Statement has been delivered, the Registrant will
provide without charge to such person a copy of any and all documents (excluding
exhibits thereto unless such exhibits are specifically incorporated by reference
into such documents) that have been incorporated by reference into this
Registration Statement but not delivered herewith. Requests for such documents
should be addressed to Concentra Managed Care, Inc., 3010 LBJ Freeway, Suite
400, Dallas, Texas 75234; Attention: Secretary, (972) 481-7507.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Not applicable.
-1-
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
Article Twelfth of the 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 attorney's 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 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 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 Registrant's
Restated Certificate of Incorporation and Section 145 of the Delaware General
Corporation Law.
The Registrant has entered into indemnity agreements with its 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
ITEM 8. EXHIBITS.
--------
Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith:
4.1 -- OccuSystems, Inc. 1995 Long-Term Incentive Plan (filed as Exhibit
No.10.10 to OccuSystems, Inc.'s Registration Statement on Form S-
1, File No. 33-79734, and incorporated herein by reference)
4.2 -- First Amended and Restated OccuSystems, Inc. Stock Option and
Restricted Stock Purchase Plan (filed as Exhibit 10.11 to
OccuSystems, Inc.'s Registration Statement on Form S-1, File No.
33-79734, and incorporated herein by reference)
+4.3 -- OccuSystems, Inc. (formerly known as New Intellimed, Inc.) Stock
Option Agreement, by and between John K. Carlyle and the
Registrant, dated September 15, 1991
+4.4 -- OccuSystems, Inc. (formerly known as New Intellimed, Inc.) Stock
Option Agreement, by and between Michael H. Cooper and
OccuSystems, dated September 15, 1991
+4.5 -- OccuSystems, Inc. (formerly known as New Intellimed, Inc.) Stock
Option Agreement, by and between Michael H. Cooper and
OccuSystems, dated December 1, 1991
-2-
<PAGE>
+4.6 -- OccuSystems, Inc. (formerly known as New Intellimed, Inc.) Stock
Option Agreement, by and between Richard D. Rehm, M.D. and
OccuSystems, dated December 1, 1991
+4.7 -- OccuSystems, Inc. (formerly known as New Intellimed, Inc.) Stock
Option Agreement, by and between Gary C. Zigenfus and
OccuSystems, dated January 2, 1992
+4.8 -- OccuSystems, Inc. (formerly known as New Intellimed, Inc.) Stock
Option Agreement, by and between Priscilla Gayle and OccuSystems,
dated February 1, 1992
+4.9 -- OccuSystems, Inc. (formerly known as New Intellimed, Inc.) Stock
Option Agreement, by and between Cecil R. Pickens and
OccuSystems, dated March 2, 1992
+4.10 -- OccuSystems, Inc. (formerly known as New Intellimed, Inc.) Stock
Option Agreement, by and between David Cummings and OccuSystems,
dated April 15, 1992
+4.11 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Susie Allen and OccuSystems, dated January 3, 1995
+4.12 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Donna Aronoff and OccuSystems, dated January 3, 1995
+4.13 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Ruth Barr and OccuSystems, dated January 3, 1995
+4.14 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Richard Burger, M.D. and OccuSystems, dated January 3,
1995
+4.15 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Karen Dana and OccuSystems, dated January 3, 1995
+4.16 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Kim Dyal and OccuSystems, dated January 3, 1995
+4.17 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Bernardo Fabrega, M.D. and OccuSystems, dated January 3,
1995
+4.18 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Sharen Franklin and OccuSystems, dated January 3, 1995
+4.19 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Tony Franklin and OccuSystems, dated January 3, 1995
+4.20 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Ronald Kienitz, D.O. and OccuSystems, dated January 3,
1995
+4.21 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Joe Mitchell and OccuSystems, dated January 3, 1995
+4.22 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Jose Pallares, M.D. and OccuSystems, dated January 3,
1995
+4.23 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Barry Rowekamp, D.O. and OccuSystems, dated January 3,
1995
+4.24 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Cheryl Rutter and OccuSystems, dated January 3, 1995
+4.25 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Dennis Swena, M.D. and OccuSystems, dated January 3,
1995
-3-
<PAGE>
+4.26 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Stan Waddell, M.D. and OccuSystems, dated January 3,
1995
+4.27 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Marika Waidelich and OccuSystems, dated January 3, 1995
+4.28 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Donald Wright, M.D. and OccuSystems, dated January 3,
1995
+4.29 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Basil Xavier and OccuSystems, dated January 3, 1995
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 his opinion filed as
Exhibit 5.1 hereto)
24.1 -- Powers of Attorney (included in signature page hereto)
__________________________
+Previously filed
ITEM 9. UNDERTAKINGS.
------------
The 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, as amended (the "Securities Act");
(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 Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purposes of determining any liability under the
Securities Act, 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-
<PAGE>
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act 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.
(5) Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities Act
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 and will be governed by the final adjudication of such issue.
-5-
<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 Boston, State of
Massachusetts, on the 23rd 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 Registrant to comply
with the Securities Act of 1933 and any rules, regulations and requirements of
the registration for 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. Larson President and Chief Executive September 23, 1997
- ---------------------------- Officer (Principal Executive
Donald J. Larson Officer); Director
/s/ Joseph F. Pesce Executive Vice President Chief September 23, 1997
- ---------------------------- Financial Officer and Treasurer
Joseph F. Pesce (Principal Financial Officer
and Accounting Officer)
/s/ John K. Carlyle Chairman of the Board September 23, 1997
- ---------------------------- and Director
John K. Carlyle
/s/ George H. Conrades Director September 23, 1997
- ----------------------------
George H. Conrades
/s/ Robert W. O'Leary Director September 23, 1997
- ----------------------------
Robert W. O'Leary
/s/ Robert A. Ortenzio Director September 23, 1997
- ----------------------------
Robert A. Ortenzio
/s/ Paul B. Queally Director September 23, 1997
- ----------------------------
Paul B. Queally
<PAGE>
/s/ Mitchell T. Rabkin, M.D. Director September 23, 1997
- ----------------------------
Mitchell T. Rabkin, M.D.
/s/ Lois E. Silverman Director September 23, 1997
- ----------------------------
Lois E. Silverman
<PAGE>
EXHIBIT INDEX
Exhibit Description of Exhibit
------- ----------------------
4.1 -- OccuSystems, Inc. 1995 Long-Term Incentive Plan (filed as Exhibit
No.10.10 to OccuSystems, Inc.'s Registration Statement on Form S-
1, File No. 33-79734 and incorporated herein by reference)
4.2 -- First Amended and Restated OccuSystems, Inc. Stock Option and
Restricted Stock Purchase Plan (filed as Exhibit 10.11 to
OccuSystems, Inc.'s Registration Statement on Form S-1, File No.
33-79734 and incorporated herein by reference)
+4.3 -- OccuSystems, Inc. (formerly known as New Intellimed, Inc.) Stock
Option Agreement, by and between John K. Carlyle and the
Registrant, dated September 15, 1991
+4.4 -- OccuSystems, Inc. (formerly known as New Intellimed, Inc.) Stock
Option Agreement, by and between Michael H. Cooper and
OccuSystems, dated September 15, 1991
+4.5 -- OccuSystems, Inc. (formerly known as New Intellimed, Inc.) Stock
Option Agreement, by and between Michael H. Cooper and
OccuSystems, dated December 1, 1991
+4.6 -- OccuSystems, Inc. (formerly known as New Intellimed, Inc.) Stock
Option Agreement, by and between Richard D. Rehm, M.D. and
OccuSystems, dated December 1, 1991
+4.7 -- OccuSystems, Inc. (formerly known as New Intellimed, Inc.) Stock
Option Agreement, by and between Gary C. Zigenfus and
OccuSystems, dated January 2, 1992
+4.8 -- OccuSystems, Inc. (formerly known as New Intellimed, Inc.) Stock
Option Agreement, by and between Priscilla Gayle and OccuSystems,
dated February 1, 1992
+4.9 -- OccuSystems, Inc. (formerly known as New Intellimed, Inc.) Stock
Option Agreement, by and between Cecil R. Pickens and
OccuSystems, dated March 2, 1992
+4.10 -- OccuSystems, Inc. (formerly known as New Intellimed, Inc.) Stock
Option Agreement, by and between David Cummings and OccuSystems,
dated April 15, 1992
+4.11 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Susie Allen and OccuSystems, dated January 3, 1995
+4.12 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Donna Aronoff and OccuSystems, dated January 3, 1995
+4.13 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Ruth Barr and OccuSystems, dated January 3, 1995
+4.14 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Richard Burger, M.D. and OccuSystems, dated January 3,
1995
+4.15 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Karen Dana and OccuSystems, dated January 3, 1995
+4.16 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Kim Dyal and OccuSystems, dated January 3, 1995
+4.17 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Bernardo Fabrega, M.D. and OccuSystems, dated January 3,
1995
<PAGE>
+4.18 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Sharen Franklin and OccuSystems, dated January 3, 1995
+4.19 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Tony Franklin and OccuSystems, dated January 3, 1995
+4.20 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Ronald Kienitz, D.O. and OccuSystems, dated January 3,
1995
+4.21 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Joe Mitchell and OccuSystems, dated January 3, 1995
+4.22 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Jose Pallares, M.D. and OccuSystems, dated January 3,
1995
+4.23 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Barry Rowekamp, D.O. and OccuSystems, dated January 3,
1995
+4.24 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Cheryl Rutter and OccuSystems, dated January 3, 1995
+4.25 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Dennis Swena, M.D. and OccuSystems, dated January 3,
1995
+4.26 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Stan Waddell, M.D. and OccuSystems, dated January 3,
1995
+4.27 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Marika Waidelich and OccuSystems, dated January 3, 1995
+4.28 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Donald Wright, M.D. and OccuSystems, dated January 3,
1995
+4.29 -- OccuSystems, Inc. Non-Qualified Stock Option Agreement, by and
between Basil Xavier and OccuSystems, dated January 3, 1995
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 his opinion filed as
Exhibit 5.1 hereto)
24.1 -- Powers of Attorney (included in signature page hereto)
__________________________
+Previously filed
<PAGE>
EXHIBIT 5.1
[Concentra Managed Care, Inc. Letterhead]
September 23, 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 filing of Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 (the "POST-EFFECTIVE
AMENDMENT") which amends the Registration Statement on Form S-8 (File No. 33-
92290) (the "OCCUSYSTEMS REGISTRATION STATEMENT") of OccuSystems, Inc., a
Delaware corporation ("OCCUSYSTEMS"). The Post-Effective Amendment is being
filed with the Securities and Exchange Commission (the "COMMISSION") in
connection with the assumption by the Company of certain options to purchase
common stock granted pursuant to the OccuSystems, Inc. 1995 Long-Term Incentive
Plan, the First Amended and Restated OccuSystems, Inc. Stock Option and
Restricted Stock Purchase Plan and certain OccuSystems, Inc. Stock Option
Agreements described in the OccuSystems Registration Statement (the "PLANS"),
such common stock having been registered under the Securities Act of 1933 (the
"ACT") pursuant to the OccuSystems 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 OccuSystems, and such statutes, regulations, and
other instructions as I have deemed necessary or advisable for purposes of this
opinion, including (i) the OccuSystems Registration Statement, (ii) Post-
Effective Amendment, (iii) the Amended and Restated Certificate of Incorporation
of the Company, (iv) the By-Laws of the Company and (v) certain minutes of
meetings of, and resolutions adopted by, the Board of Directors 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) upon
exercise of the stock options (the "OPTIONS") granted under the Plans and
assumed by the Company pursuant to which shares of common stock, par value $.01
per share, of the Company will be issued (the "SHARES"), (i) the full
consideration for each Share shall be paid to the Company and in no event will
such consideration be less than the par value for each Share, and (ii)
certificates evidencing the Shares will be properly
<PAGE>
executed and delivered by the Company in accordance with the Delaware General
Corporation Law (the "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 by the Company
upon exercise of the Options, will be validly issued, 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 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 Post-Effective
Amendment. 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>
EXHIBIT 23.1
[ARTHUR ANDERSEN LLP LETTERHEAD APPEARS HERE]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our reports dated
January 27, 1997 included (or incorporated by reference) in CRA Managed Care,
Inc.'s Form 10-K for the year ended December 31, 1996.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
September 19, 1997
<PAGE>
EXHIBIT 23.2
[ARTHUR ANDERSEN LLP LETTERHEAD APPEARS HERE]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our reports dated
February 17, 1997 included (or incorporated by reference) in OccuSystems, Inc.'s
Form 10-K for the year ended December 31, 1996.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Dallas, Texas
September 19, 1997
