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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED SEPTEMBER 30, 1997
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Commission File Number 0-25498
CONCENTRA CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 04-2827026
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
21 NORTH AVENUE
BURLINGTON, MA 01803-3301
(Address of principal executive offices)
(781) 229-4600
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
AS OF NOVEMBER 10, 1997, THERE WERE ISSUED AND OUTSTANDING 5,587,581 SHARES OF
THE REGISTRANT'S COMMON STOCK.
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CONCENTRA CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1997
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION Page
ITEM 1. Condensed Consolidated Financial Statements:
a) Condensed Consolidated Balance Sheets as of
September 30, 1997 (unaudited) and March 31, 1997............ 3
b) Condensed Consolidated Statements of Operations
for the three- and six-months ended September 30, 1997
and 1996 (unaudited) ........................................ 4
c) Condensed Consolidated Statements of Cash Flows for
the six-months ended September 30, 1997 and 1996
(unaudited).................................................. 5
d) Notes to Condensed Consolidated Financial Statements......... 6
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations......................................... 8
PART II. OTHER INFORMATION
ITEM 4. Submission of Matters to a Vote of Security Holders............... 12
ITEM 6. Exhibits and Reports on Form 8-K.................................. 13
Signatures........................................................ 14
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PART I. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
CONCENTRA CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
September 30,
1997 March 31,
(Unaudited) 1997
-------------- ----------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 4,489 $ 3,890
Marketable securities -- 203
Accounts receivable, net of allowance for doubtful accounts
of $225 and $125, respectively 6,010 13,128
Other current assets 1,557 1,615
-------- --------
Total current assets 12,056 18,836
Property and equipment, net 2,321 2,612
Capitalized software costs, net 1,944 1,878
Intangible assets, net 707 1,333
Other assets 361 372
======== ========
Total assets $ 17,389 $ 25,031
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 980 $ 1,551
Accrued expenses 2,707 4,123
Income tax payable 253 273
Deferred revenue 2,516 2,898
Current portion of capital lease obligations 347 423
-------- --------
Total current liabilities 6,803 9,268
Capital lease obligations 617 611
Deferred revenue 58 84
Commitments and contingencies (Note B) -- --
Stockholders' equity:
Preferred stock - $.01 par value; 4,000,000 shares authorized,
no shares issued or outstanding -- --
Common stock - $.00001 par value; 40,000,000 shares authorized,
5,545,355 and 5,499,211 shares issued and outstanding at
September 30, 1997 and March 31, 1997, respectively -- --
Additional paid-in capital 25,813 25,578
Accumulated deficit (15,443) (10,099)
Cumulative translation adjustment (459) (411)
-------- --------
Total stockholders' equity 9,911 15,068
-------- --------
Total liabilities and stockholders' equity $ 17,389 $ 25,031
======== ========
</TABLE>
- -------------------------------------------------------------------------------
The accompanying notes are an integral part of the condensed consolidated
financial statements.
3
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10-Q SEPTEMBER 30, 1997
CONCENTRA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30,
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Software licenses $ 1,968 $ 5,484 $ 2,902 $ 8,234
Services 2,910 1,453 5,163 3,730
Related party software and services 100 4 646 93
-------- -------- -------- --------
Total revenues 4,978 6,941 8,711 12,057
Operating expenses:
Cost of software licenses 428 542 1,428 971
Cost of services 472 979 2,161 1,641
Sales and marketing 2,542 3,611 6,605 6,457
Research and development 780 873 1,688 1,454
General and administrative 590 735 1,371 1,294
Restructuring charge -- -- 283 --
-------- -------- -------- --------
Total operating expenses 4,812 6,740 13,536 11,817
Income (loss) from operations 166 201 (4,825) 240
Interest income 54 80 120 175
Interest expense (26) (27) (52) (53)
Other (expense) income (61) 438 10 407
Loss on investment (527) -- (577) --
-------- -------- -------- --------
Income (loss) before income taxes (394) 692 (5,324) 769
Provision for income taxes 10 173 20 193
-------- -------- -------- --------
Net income (loss) $ (404) $ 519 $ (5,344) $ 576
======== ======== ======== ========
Net income (loss) per common and common
equivalent share $ (0.07) $ 0.09 $ (0.97) $ 0.10
======== ======== ======== ========
Weighted average number of common and
common equivalent shares outstanding 5,545 5,623 5,526 5,612
======== ======== ======== ========
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of the condensed consolidated
financial statements.
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CONCENTRA CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
<TABLE>
<CAPTION>
Six Months Ended
September 30,
1997 1996
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $(5,344) $ 576
Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities:
Depreciation and amortization 1,251 1,107
Foreign exchange (gain) loss 3 (6)
Write off of intangible assets 372 --
Provision for bad debt 100 --
Loss on sale of marketable securities 14 --
Write down of other asset 82 --
Changes in operating assets and liabilities:
Accounts receivable 6,964 (1,419)
Other assets 66 (192)
Accounts payable (566) (490)
Accrued expenses (1,393) 76
Deferred revenue (403) (131)
Income taxes payable (20) 163
------- -------
Net cash provided by (used in) operating activities 1,126 (316)
------- -------
Cash flows from investing activities:
Purchase of property and equipment (93) (139)
Capitalized software costs (475) (520)
Purchase of intangible assets (102) (21)
Proceeds from sale of marketable securities 189 --
------- -------
Net cash used in investing activities (481) (680)
------- -------
Cash flows from financing activities:
Proceeds from issuance of common stock, net of issuance cost 60 --
Proceeds from exercise of stock options 174 105
Principal payments under capital lease obligations (174) (115)
------- -------
Net cash provided by (used in) financing activities 60 (10)
------- -------
Effects of exchange rates on cash and cash equivalents (106) 5
Net increase (decrease) in cash and cash equivalents 599 (1,001)
Cash and cash equivalents at beginning of year 3,890 9,121
======= =======
Cash and cash equivalents at end of period $ 4,489 $ 8,120
======= =======
Supplemental disclosure of cash flow information:
Interest paid $ 52 $ 53
Income taxes paid $ 40 $ 30
Supplemental disclosure of non-cash investing
and financing activities:
Equipment acquired under capital lease obligations $ 104 $ --
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of the condensed consolidated
financial statements.
5
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CONCENTRA CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
A. BASIS OF PRESENTATION
The condensed consolidated financial statements include the accounts of
Concentra Corporation (the "Company") and its wholly-owned foreign subsidiaries.
All significant intercompany transactions and balances have been eliminated. In
the opinion of management, the accompanying unaudited condensed consolidated
financial statements include all adjustments, consisting only of normal
recurring adjustments, necessary to present such information fairly. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to Securities and Exchange Commission rules and
regulations. These condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements and related notes
included in the Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1997. Operating results for the three-month and six-month periods
ended September 30, 1997 may not necessarily be indicative of the results to be
expected for any other interim period or for the full year.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. The most significant estimates in the financial statements
include accounts receivable, sales and return, and income tax valuation
allowances. Actual results could differ from those estimates.
Certain fiscal year 1997 balances have been reclassified to conform to
fiscal year 1998 presentation.
B. COMMITMENTS AND CONTINGENCIES
Lines of Credit
The Company's demand line of credit of $2,500,000 expired on June 30, 1997.
This line of credit contained financial covenants consisting of minimum tangible
capital base, ratio of total liabilities to tangible capital base and debt
service coverage. The Company would not currently be in compliance with these
covenants were the line of credit in effect and is negotiating with the
commercial lender to extend and amend the line of credit. The Company's
$1,750,000 equipment line of credit, collateralized by equipment, expired on
March 31, 1997. The Company is negotiating with the commercial lender to extend
and amend this line of credit. As of September 30, 1997, the Company had
borrowed $1,413,000 under the equipment line of credit. There can be no
assurance the Company will be successful in extending and amending the lines of
credit, nor can there be any assurance that such extended and amended lines of
credit will be on similar terms as the existing agreements. Additionally, there
can be no assurance that alternative funding will be available if required.
Consulting Arrangements
During fiscal 1996, the Company entered into a $5,000,000 five-year
applications consulting services contract with a significant customer of the
Company. The five-year applications consulting services contract contains volume
pricing discounts subject to adjustments for increased costs. The Company has a
minimum commitment of $2,500,000 for outside applications services to be used by
the Company over a five-year period. The minimum commitment of $2,500,000 will
be paid in five yearly payments commencing December 31, 1996. These yearly
payments are $250,000, $500,000, $550,000, $600,000
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<PAGE> 7
and $600,000 for the five calendar years beginning December 31, 1996,
respectively. The Company recognizes the consulting service expenses as
incurred. The Company believes that the minimum payment accruals will be fully
utilized based on current forecasts. However, given the significant sales
fluctuations which may occur in any given period, it is possible the minimum
commitments would not be met, thus requiring the Company to record a charge in
excess of the services utilized. At September 30, 1997, the Company had fully
used the minimum first-year commitment of $250,000.
C. INVESTMENT IN LOANDATA.INC.
At fiscal year end 1997, the Company had an investment of $82,000 in
Loandata.inc., an e-commerce company developing the electronic underwriting of
car leases and loans using the SellingPoint product. Additional investments of
$143,000 and $200,000 were made in the three-month periods ended June 30, 1997,
and September 30, 1997, respectively. The Company has recorded this investment
under the equity method and recognizes its share of income or loss each
reporting period. Accordingly, the Company recorded a loss of $50,000 in the
three-month period ended June 30, 1997 and a loss of $527,000 for the
three-month period ended September 30, 1997. Such losses are recorded in loss on
investment. Additionally, included in the $527,000 loss recorded for the
three-month period ended September 30, 1997 are operating expenses of $152,000
which represents cross-functional work performed on the Loandata.inc. product.
These operating expenses have been reclassified primarily from cost of services
and research and development expenses.
D. SUBSEQUENT EVENTS
On October 22, 1997, the Company entered into an agreement to acquire a
53.4% majority interest in a newly-created limited liability company that will
be the successor to the business of Loandata.inc. Loandata.inc. will
contribute all of its assets, including its proprietary technology, to the
newly-established subsidiary of the Company, in exchange for a minority
interest in the subsidiary.
7
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ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
OVERVIEW
Management's Discussion and Analysis of Financial Condition and Results of
Operations include certain forward-looking statements about the Company's
business and new products, revenues, expenditures and operating and capital
requirements. In addition, forward-looking statements may be included in various
other Company documents to be issued in the future and in various oral
statements by Company representatives to security analysts and investors from
time to time. Any such statements are subject to risks that could cause the
actual results or needs to vary materially. The Company discusses such risks in
detail in its Annual Report on Form 10-K for the year ended March 31, 1997.
RESULTS OF OPERATIONS
TOTAL REVENUES. Substantially all of the Company's revenues are derived
from the licensing of software products and the performance of related services.
The Company's total revenues decreased 28% to $5.0 million for the three-month
period ended September 30, 1997, from $6.9 million for the three-month period
ended September 30, 1996. The Company's total revenues decreased 28% to $8.7
million for the six-month period ended September 30, 1997, from $12.1 million
for the six-month period ended September 30, 1996. These decreases were
primarily due to the decrease in software license fees.
SOFTWARE LICENSES. Software license fees decreased 64% to $2.0 million for
the three-month period ended September 30, 1997, from $5.5 million for the
three-month period ended September 30, 1996, and decreased as a percentage of
revenues to 40% from 79%. Software license fees decreased 65% to $2.9 million
for the six-month period ended September 30, 1997, from $8.2 million for the
six-month period ended September 30, 1996, and decreased as a percentage of
revenues to 33% from 68%. The decreases were primarily due to the decrease in
ICAD software license revenues. The decrease in ICAD software license fees was
partially mitigated by an increase in SellingPoint license fees. The Company
expects SellingPoint license fees to become an increasingly significant
component of the Company's revenues in future periods.
SERVICES. Service fees increased 100% to $2.9 million for the three-month
period ended September 30, 1997, from $1.4 million for the three-month period
ended September 30, 1996, and increased as a percentage of revenues to 58% from
21%. Service fees increased 38% to $5.2 million for the six-month period ended
September 30, 1997, from $3.7 million for the six-month period ended September
30, 1996, and increased as a percentage of revenues to 59% from 31%. Service
revenues are derived from customer support, consulting, and training services.
The increases were primarily due to higher consulting revenues.
RELATED PARTY SOFTWARE AND SERVICES. Revenues from related parties
increased to $0.1 million for the three-month period ended September 30, 1997,
compared to $4,000 for the three-month period ended September 30, 1996, and
increased as a percentage of revenues to 2%. Revenues from related parties
increased to $0.6 million for the six-month period ended September 30, 1997,
compared to $93,000 for the six-month period ended September 30, 1996, and
increased as a percentage of revenues to 7%. The dollar and percentage increases
were due to a software license sale and consulting agreement with a related
party.
COST OF SOFTWARE LICENSES. Cost of software licenses, consisting of the
amortization of capitalized software, license fees to third-party suppliers and
software duplication and fulfillment costs, decreased 21% to $0.4 million for
the three-month period ended September 30, 1997, from $0.5 million for the
three-month period ended September 30, 1996, and increased as a percentage of
software revenues to 22% from 10%. The dollar increase for the three-month
period ended September 30, 1997 was primarily due to lower license fees to third
parties. Cost of software licenses increased 47% to $1.4 million for the
six-month period ended September 30, 1997, from $1.0 million for the six-month
period ended September 30, 1996, and increased as a percentage of software
revenues to 49% from 12%. The dollar and percentage increases for the six-month
period ended September 30, 1997 were primarily due to a write off of an
intangible asset amounting to $372,000 and amortization of capitalized software.
8
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COST OF SERVICES. Cost of services, consisting primarily of personnel costs
for customer support, training and applications consulting, decreased 52% to
$0.5 million for the three-month period ended September 30, 1997, from $1.0
million for the three-month period ended September 30, 1996, and decreased as a
percentage of service revenues to 16% from 67%. The decreases were primarily due
to decreased outsourcing expenses for consulting in the current three-month
period ended September 30, 1997. Cost of services increased 32% to $2.2 million
for the six-month period ended September 30, 1997, from $1.6 million for the
six-month period ended September 30, 1996, and decreased as a percentage of
service revenues to 42% from 44%. The dollar increase for the six-month period
ended September 30, 1997 was due primarily to the outsourcing of additional
personnel at higher rates to support consulting services and increased headcount
during the three-month period ended June 30, 1997. This increase was partially
offset by decreased outsourcing expenses in the current three-month period ended
September 30, 1997.
SALES AND MARKETING. Sales and marketing expenses, which include
distribution, pre-sales support and marketing costs, decreased 30% to $2.5
million for the three-month period ended September 30, 1997, from $3.6 million
for the three-month period ended September 30, 1996, and decreased as a
percentage of revenues to 51% from 52%. The decreases were primarily due to
decreased commissions associated with decreased revenues and lower marketing
expenses in the current three-month period ended September 30, 1997. Sales and
marketing expenses increased 2% to $6.6 million for the six-month period ended
September 30, 1997, from $6.5 million for the six-month period ended September
30, 1996. As a percentage of revenues, sales and marketing expenses increased to
76% for the six-month period ended September 30, 1997, compared to 54% for the
comparable period in 1996. These increases for the six-month period ended
September 30, 1997 were primarily due to the addition of sales and marketing
employees and increased marketing and promotional activities during the
three-month period ended June 30, 1997. These increases were partially offset by
decreased commissions associated with decreased revenues and decreased marketing
expenses during the three-month period ended September 30, 1997.
RESEARCH AND DEVELOPMENT. Research and development expenses, consisting
primarily of employee salaries and benefits and development costs, decreased 11%
to $0.8 million for the three-month period ended September 30, 1997, from $0.9
million for the three-month period ended September 30, 1996, and increased as a
percentage of revenues to 16% from 13%. Research and development expenses
increased 16% to $1.7 million for the six-month period ended September 30, 1997,
from $1.5 million for the six-month period ended September 30, 1996, and
increased as a percentage of revenues to 19% from 12%. The increases were
primarily due to the addition of research and development employees associated
with the development of the Company's SellingPoint product.
GENERAL AND ADMINISTRATIVE. General and administrative expenses, consisting
primarily of expenses associated with the finance, human resources and
administrative departments, decreased 20% to $0.6 million for the three-month
period ended September 30, 1997, from $0.7 million for the three-month period
ended September 30, 1996, and increased as a percentage of revenues to 12% from
11%. The decrease was primarily due to decreased headcount-related expenses in
the current three-month period ended September 30, 1997. General and
administrative expenses increased 6% to $1.4 million for the six-month period
ended September 30, 1997, from $1.3 million for the six-month period ended
September 30, 1996, and increased as a percentage of revenues to 16% from 11%.
These increases for the six-month period ended September 30, 1997 were primarily
due to higher legal costs and an increase in the bad debt provision during the
three-month period ended June 30, 1997. These increases were partially offset by
decreased headcount-related expenses during the three-month period ended
September 30, 1997.
INTEREST INCOME. Interest income, consisting of interest from cash and cash
equivalents, for the three- and six-month period ended September 30, 1997 was
$54,000 and $120,000, respectively. Interest income for the three-and six-month
period ended September 30, 1996 was $80,000 and $175,000, respectively.
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INTEREST EXPENSE. Interest expense for the three- and six-month period
ended September 30, 1997 was $26,000 and $52,000, respectively. Interest expense
for the three- and six-month period ended September 30, 1996 was $27,000 and
$53,000, respectively.
OTHER INCOME (EXPENSE). Other income (expense), consisting primarily of
foreign exchange gains (losses) on intercompany transactions, and marking to
market certain trading securities, for the three-month period ended September
30, 1997, was an expense of $61,000, compared with income of $438,000 for the
three-month period ended September 30, 1996. Other income for the six-month
period ended September 30, 1997, was income of $10,000 compared with income of
$407,000 for the six-month period ended September 30, 1996. During the
three-month period ended September 30, 1997, the Company sold its marketable
securities.
LOSS ON INVESTMENT. Loss on investment consists of the recording of losses
related to an investment in Loandata.inc. During three and six-month periods
ended September 30, 1997, the Company adjusted the investment in Loandata.inc.
to expense the amounts funded of $527,000 and $577,000, respectively, due to
uncertainty related to the realizability of the investment.
PROVISION FOR INCOME TAXES. The income tax provision for the three- and
six-month periods ended September 30, 1997, was $10,000 and $20,000,
respectively, and relates to foreign taxes. The income tax provision for the
three- and six-month period ended September 30, 1996, was $173,000 and $193,000,
respectively.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1997, the Company had cash and cash equivalents of
approximately $4.5 million. The Company had a line of credit with a commercial
lender, bearing interest at the bank's base lending rate which expired on June
30, 1997. Under this line of credit, as amended, the Company had a $2,500,000
unsecured working capital line of credit. The line of credit contained financial
convenants which consisted of minimum tangible capital base, ratio of total
liabilities to tangible capital base and debt service coverage. The Company
would not currently be in compliance with these covenants were the line of
credit in effect and is negotiating with the commercial lender to extend and
amend the line of credit. The Company's $1,750,000 equipment line of credit,
collateralized by equipment, expired on March 31, 1997. The Company is
negotiating with the commercial lender to extend and amend the equipment line of
credit. As of September 30, 1997, the Company had borrowed $1,413,000 under the
equipment line of credit. There can be no assurance that the Company will be
successful in extending and amending the lines of credit nor can there be any
assurance that such extended and amended lines of credit will be on similar
terms as the existing agreements. Additionally, there can be no assurance that
alternative financing will be available if required.
During the six-month period ended September 30, 1997, the Company had a net
loss of $5.3 million and generated a net cash increase of $0.6 million. The
increase in cash and cash equivalents was due primarily to $1.1 million provided
by operating activities. The Company's operating activities included a decrease
in accounts receivable of $7.0 million. Investing activities included
capitalized software costs of $0.5 million and the purchase of property and
equipment for $0.1 million consisting primarily of computer equipment.
During fiscal 1996, the Company entered into a $5,000,000 five-year
applications consulting services contract with a significant customer of the
Company. The five-year applications consulting services contract contains volume
pricing discounts subject to adjustments for increased costs. The Company has a
minimum commitment of $2,500,000 of outside applications services that will be
used by the Company over a five-year period. The minimum commitment of
$2,500,000 will be paid in five yearly payments commencing December 31, 1996.
These yearly payments are $250,000, $500,000, $550,000, $600,000 and $600,000
for the five calendar years beginning December 31, 1996, respectively. The
Company's policy is to recognize the consulting service expenses as the expenses
are incurred. The Company believes that based on current forecasts the minimum
payment accruals will be utilized. However, given that significant sales
fluctuations which may occur in any given period, it is possible that the
minimum commitment would not be met, thus requiring the Company to record a
charge in excess of the services utilized. At September 30, 1997, the Company
had used the minimum first-year commitment of $250,000.
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On October 22, 1997, the Company entered into an agreement to acquire a
53.4% majority interest in a newly-created limited liability company that will
be the successor to the business of Loandata.inc., an e-commerce company
developing the electronic underwriting of car leases and loans using the
SellingPoint product. Loandata.inc. will contribute all its assets, including
its proprietary technology, to the newly-established subsidiary of the Company,
in exchange for a minority interest in the subsidiary.
The Company believes that existing sources of liquidity and anticipated
funds from operations will satisfy the Company's working capital and capital
expenditure requirements at least through fiscal 1998.
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PART II. OTHER INFORMATION
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
a) On August 29, 1997, the Annual Meeting of the Shareholders of the Company
was held at the Renaissance Bedford Hotel, 44 Middlesex Turnpike, Bedford,
Massachusetts.
b) The Board of Directors is divided into three classes serving staggered
terms in accordance with the Company's Restated Certificate of
Incorporation. The Board of Directors has determined that the number of
directors constituting the full board of directors shall be six. Stephen J.
Cucchiaro and Vincenzo Cannatelli were reelected as directors at the Annual
Meeting to serve a three-year term ending in 2000. The term of office of
each Lawrence W. Rosenfeld, Alberto de Benedictis, A. William Berkman, Jr.
and William E. Kelly continued after the Annual Meeting.
c) At the Annual Meeting, the Shareholders also voted (1) to approve an
amendment to authorize an additional 250,000 shares of common stock for
issuance under the Company's 1993 Stock Plan, and (2) to ratify the
selection of Coopers & Lybrand L.L.P. as the Company's independent
accountants for the fiscal year ending March 31, 1998.
The following votes were tabulated on the aforementioned proposals:
1. Election of Directors.
Number of Shares
----------------
For Withheld Authority
--- ------------------
Stephen J. Cucchiaro 4,570,765 40,462
Vincenzo Cannatelli 4,583,930 27,297
2. Approval of an amendment to increase by 250,000 the number of shares
of common stock authorized for issuance under the Company's 1993 Stock
Plan.
Number of Shares
----------------
For 4,427,374
Against 168,403
Abstain 15,450
Broker non-votes 0
3. Ratification of the selection of Coopers & Lybrand L.L.P. as the
Company's independent accountants for the fiscal year ending March 31,
1998.
Number of Shares
----------------
For 4,591,327
Against 17,500
Abstain 2,400
(d) Not applicable.
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ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
+3.01 Restated Certificate of Incorporation of the Registrant, as
amended to date
++3.02 Restated By-Laws of the Registrant.
++4.01 Specimen Stock Certificate for Common Stock, $.00001 par value.
+++4.02 Rights Agreement dated as of April 24, 1997, between the
Registrant and The First National Bank of Boston, as Rights
Agent.
+++4.03 Form of Certificate of Designations of the Voting Powers,
Preferences and Relative, Participating, Optional and Other
Special Rights, Qualifications, Limitations or Restrictions of
Series A Participating Cumulative Preferred Stock of the
Registrant.
+++4.04 Form of Right Certificate.
++4.05 1987 Stock Plan.
++++4.06 1993 Stock Plan (as amended through August 29, 1997).
++4.07 1994 Non-Employee Directors Stock Option Plan.
++++27 Financial Data Schedule.
- ---------------
+ Previously filed with the Registrant's Annual Report on Form 10-K
for the fiscal ended March 31, 1997.
++ Previously filed as an Exhibit to the Registrant's Registration
Statement No. 33-86550.
+++ Previously filed as an Exhibit to the Registrant's form 8-K dated
April 24, 1997.
++++ Filed herewith.
(b) No reports on Form 8-K were filed by the Company during the fiscal quarter
covered by this report.
13
<PAGE> 14
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CONCENTRA CORPORATION
Date: May 12, 1998
By: /s/ Alex Braverman
---------------------------------------
Alex Braverman
Vice President,
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
14
