<PAGE>
As filed with the Securities and Exchange Commission on March 12, 1998.
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 04-336315
(STATE OF INCORPORATION) (I.R.S. EMPLOYER 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.
5080 SPECTRUM DRIVE, SUITE 400, WEST TOWER
DALLAS, TEXAS 75248
(972) 364-8000
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this registration statement becomes effective.
--------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
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, other than securities offered only in connection with dividend or interest
reinvestment plans, 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. / /
--------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
- -----------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per share..... 279,250 $33.3125 $9,302,516 $2,745
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
</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 March 9, 1998.
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>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state.
<PAGE>
SUBJECT TO COMPLETION, DATED MARCH 12, 1998
PROSPECTUS
CONCENTRA MANAGED CARE, INC.
279,250 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 from time to time by certain
stockholders of the Company identified under "Selling Stockholders"
(collectively, the "Selling Stockholders") of up to an aggregate of 279,250
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 all of the outstanding capital stock of Rehabilitation
Consultants For Industry, Inc. ("RCI") that occurred on March 1, 1998 (the
"RCI Transaction"). The total consideration paid consisted of 279,250 shares
of Common Stock. Pursuant to the Registration Agreement dated March 1, 1998,
by and among the Company and each of the Selling Stockholders (the "RCI
Registration Agreement"), the Company agreed to register the 279,250 shares
issued to the Selling Stockholders in the RCI Transaction. 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 March 11, 1998, the last reported sale price of the Common
Stock on The Nasdaq National Market was $31 5/8 per share.
-------------------
The date of this Prospectus is March , 1998
--
<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"). Those 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 without charge from the web site that the
Commission maintains at http:\\www.sec.gov. These reports, proxy statements and
other information also may be inspected at the offices of the Nasdaq Stock
market, Inc., 1735 K Street, NW, Washington, DC 20006.
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"), with respect to the Offered Securities. This Prospectus and any
accompanying prospectus supplement do 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 with respect to the Company and the Offered Securities, reference is
made to the Registration Statement and to the exhibits thereto. Statements
contained herein concerning the provisions of certain documents are not
necessarily complete, and in each instance, reference is made to the copy of the
document filed as an exhibit to the Registration Statement or otherwise filed
with the Commission. Each such statement is qualified in its entirety by that
reference.
-------------------
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 Reports on Form 8-K filed on September 11, 1997,
October 1, 1997, October 14, 1997, November 7, 1997, January 23, 1998,
February 2, 1998, February 18, 1998, March 2, 1998 and March 11, 1998;
and
4. 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., 5080 Spectrum Drive, Suite 400, West Tower, Dallas, Texas 75248,
Attention: Richard A. Parr II, Executive Vice President and General Counsel,
telephone (972) 364-8000.
2
<PAGE>
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.
THE COMPANY
Concentra is a comprehensive outsourcing solution for cost containment and
health management in group healthcare, property and casualty, and occupational
medicine. Concentra offers prospective services to employers and insurers of
all sizes, providing pre-employment testing, loss prevention services, first
report of injury, injury care, specialist networks and specialized cost
containment to the disability and automobile injury markets. The Company has
123 field case management offices, with approximately 1,350 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
offer 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
255 physicians located in 142 centers in 37 markets in 20 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, WHICH
CONSTITUTES A PART OF THE REGISTRATION STATEMENT ON FORM S-4 (FILE NO.
333-27105), TOGETHER WITH ALL AMENDMENTS THERETO, THAT THE COMPANY INITIALLY
FILED WITH THE COMMISSION ON MAY 14, 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. Each of the Selling Stockholders named below
was formerly a stockholder of RCI and acquired the shares of the Company's
Common Stock offered hereby as a result of the RCI Transaction. No Selling
Stockholder has had any position, office or other material relationship with the
Company or any of its predecessors within the past three years.
<TABLE>
AMOUNT AND
MAXIMUM PERCENTAGE OF
NUMBER OF COMMON STOCK
SHARES OWNED SHARES OWNED AFTER THE OFFERING
PRIOR TO WHICH MAY BE ------------------------
SELLING STOCKHOLDERS OFFERING SOLD HEREUNDER AMOUNT PERCENTAGE
-------------------- -------- -------------- ------ ----------
<S> <C> <C> <C> <C>
John T. Allen................ 139,625 139,625 0 0
Mark E. Johnston............. 139,625 139,625 0 0
------- ------- -- --
Total.............. 279,250 279,250 0 0
</TABLE>
4
<PAGE>
PLAN OF DISTRIBUTION
The Offered Securities were issued to the Selling Stockholders in
connection with the RCI Transaction. Pursuant to the RCI Registration
Agreement, the Company agreed to register all of the 279,250 shares issued to
the Selling Stockholders in the RCI Transaction. The Registration Statement of
which this Prospectus forms a part has been filed pursuant to the RCI
Registration Agreement.
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. 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.
In connection with the distributions of the shares of Common Stock or
otherwise, the Selling Stockholders may enter into hedging transactions with
broker-dealers. In connection with such transactions, broker-dealers may engage
in short sales of the shares of Common Stock registered hereunder in the course
of hedging the positions they assume with Selling Stockholders. The Selling
Stockholders may also sell shares of Common Stock short and redeliver the shares
to close out such short positions. The Selling Stockholders may also enter into
option or other transactions with broker-dealers which require the delivery to
the broker-dealer of the shares of Common Stock registered hereunder, which the
broker-dealer may resell or otherwise transfer pursuant to this Prospectus.
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. Pursuant to the provisions of the RCI Registration Agreement,
the Selling Stockholders have agreed to 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 has
agreed to 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
5
<PAGE>
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. . . . . . . . . . . . . . . . . . 3
Incorporation of Certain Information by Reference. . . . 3
The Company. . . . . . . . . . . . . . . . . . . . . . . 4
Risk Factors . . . . . . . . . . . . . . . . . . . . . . 4
Forward Looking Statements . . . . . . . . . . . . . . . 4
Selling Stockholders . . . . . . . . . . . . . . . . . . 5
Plan of Distribution . . . . . . . . . . . . . . . . . . 6
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . 6
Legal Matters. . . . . . . . . . . . . . . . . . . . . . 6
Experts. . . . . . . . . . . . . . . . . . . . . . . . . 6
- ---------------------------------------------------------------
- ---------------------------------------------------------------
279,250 SHARES
CONCENTRA MANAGED CARE, INC.
COMMON STOCK
-----------------------
PROSPECTUS
-----------------------
MARCH ___, 1998
- ---------------------------------------------------------------
- ---------------------------------------------------------------
<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>
<S> <C>
SEC Registration Fee. . . . . . . . . . . . . . . . . . . . $2,745
Nasdaq National Market System Filing Fee. . . . . . . . . . 5,585
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . 2,500
Accounting Fees and Expenses. . . . . . . . . . . . . . . . 5,000
Fees and Expenses of Transfer Agent . . . . . . . . . . . . 3,500
Miscellaneous Expenses. . . . . . . . . . . . . . . . . . . 670
-------
Total . . . . . . . . . . . . . . . . . . . . . .$20,000
-------
-------
</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.
ITEM 16. EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
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).
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[nb]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 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.
<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 12th day of March, 1998.
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. Larson Chairman of the Board and March 12, 1998
- ---------------------------- Chief Executive Officer
Donald J. Larson (Principal Executive Officer)
/s/ Joseph F. Pesce Executive Vice President, Chief March 12, 1998
- ---------------------------- Financial Officer and Treasurer
Joseph F. Pesce (Principal Financial and
Accounting Officer)
/s/ Daniel J. Thomas President, Chief Operating March 12, 1998
- ---------------------------- Officer and Director
Daniel J. Thomas
/s/ John K. Carlyle Director March 12, 1998
- ----------------------------
John K. Carlyle
/s/ George H. Conrades Director March 12, 1998
- ----------------------------
George H. Conrades
/s/ Robert W. O'Leary Director March 12, 1998
- ----------------------------
Robert W. O'Leary
/s/ Robert A. Ortenzio Director March 12, 1998
- ----------------------------
Robert A. Ortenzio
/s/ Paul B. Queally Director March 12, 1998
- ----------------------------
Paul B. Queally
/s/ Mitchell T. Rabkin, M.D. Director March 12, 1998
- ----------------------------
Mitchell T. Rabkin, M.D.
/s/ Lois E. Silverman Director March 12, 1998
- ----------------------------
Lois E. Silverman
II-4
<PAGE>
INDEX TO EXHIBITS
SEQUENTIAL
PAGE
EXHIBIT NO. DESCRIPTION OF EXHIBIT NUMBER
- ----------- ---------------------- ------
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).
II-5
<PAGE>
EXHIBIT 5.1
[CONCENTRA MANAGED CARE, INC. LETTERHEAD]
March 12, 1998
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 279,250 shares
(the "Shares") of common stock, par value $.01 per share, of the Company (the
"Common Stock") issued pursuant to that certain Stock Purchase Agreement
dated March 1, 1998, among the Company, Concentra Managed Care Services,
Inc., a direct wholly-owned subsidiary of the Company, and Mark E. Johnston
and John T. Allen, the shareholders of Rehabilitation Consultants For
Industry, Inc. (the "Purchase Agreement"), under the Company's Registration
Statement on Form S-3 (the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") on March 12, 1998.
In reaching the opinions set forth herein, I have examined and am
familiar with originals or copies, certified or otherwise identified to my
satisfaction, of such documents and records of the Company and such statutes,
regulations and other instruments as I 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, as filed
with the Secretary of State of the State of Delaware, (iii) the Bylaws of the
Company, (iv) certain minutes of meetings of, and resolutions adopted by, the
Board of Directors of the Company authorizing the issuance and offering of
the Shares, and (v) the Purchase Agreement.
I have assumed that (i) all information contained in all documents that
I reviewed is true, correct and complete, (ii) all signatures on all
documents that I reviewed 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 the documents that I examined were competent to
execute and deliver such documents.
Based on the foregoing, and having due regard for the legal
considerations that I deem relevant, I am of the opinion that the Shares are
legally issued, fully paid and non-assessable.
This opinion is limited in all respects to the laws of the State of
Texas, the Delaware General Corporation Law 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.
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>
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 a part of
this Registration Statement.
ARTHUR ANDERSEN LLP
Boston, Massachusetts
March 12, 1998
