<PAGE> 1
As filed with the Securities and Exchange Commission on June 26, 1998.
Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
CONCENTRA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-2827026
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
21 NORTH AVENUE
BURLINGTON, MASSACHUSETTS 01803
(781) 229-4600
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
ALEX N. BRAVERMAN
CHIEF FINANCIAL OFFICER
CONCENTRA CORPORATION
21 NORTH AVENUE
BURLINGTON, MASSACHUSETTS 01803
(781) 229-4660
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
copies to:
WILLIAM E. KELLY, ESQ.
PEABODY & ARNOLD LLP
50 ROWES WHARF
BOSTON, MA 02110
Approximate date of commencement of proposed sale to public: At such
time or times after the effective date of this registration statement as the
Selling Stockholders shall determine.
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]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum Amount
Title of each class Amount maximum aggregate of
of securities to be offering price offering registration
to be registered registered per share price fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 470,589 $4.125(1) $1,941,179.60(1) $572.65
par value
$.00001
per share
- -------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for purposes of calculating
the registration fee, based upon the average of the high and low prices
reported on June 24, 1998, as reported on the Nasdaq Stock Market.
<PAGE> 2
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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
SUBJECT TO COMPLETION, DATED JUNE 26, 1998
PROSPECTUS
CONCENTRA CORPORATION
470,589 Common Shares
Par Value of $.00001 Per Share
-------------------
This Prospectus relates to up to 470,589 shares of common stock,
$.00001 par value per share (the "Shares"), of Concentra Corporation (the
"Company"), which may be offered from time to time by the selling stockholders
named herein (the "Selling Stockholders").
The Shares to be registered hereby are to be offered for the account
of the Selling Stockholders. The Company will not receive any of the proceeds
from the sale of the Shares by the Selling Stockholders.
The common stock, $.00001 par value per share, of the Company (the
"Common Stock") is quoted on the Nasdaq Stock Market under the symbol CTRA. The
average of the high and low prices of the Common Stock as reported on the Nasdaq
Stock Market on June 24, 1998 was $4.125 per share of Common Stock.
--------
THE SECURITIES OFFERED BY THIS PROSPECTUS INVOLVE A HIGH DEGREE OF RISK
SEE "RISK FACTORS"
--------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------
<TABLE>
<CAPTION>
Price Underwriting discounts Proceeds to
to Public(1) and commissions Selling Stockholders
----------- ---------------------- --------------------
<S> <C> <C> <C>
Per Unit $4.125 Not Applicable $4.125
- -------
Total $1,941,179.60 Not Applicable $1,941,179.60
- -----
</TABLE>
(1) Estimated solely for purposes of completing this table, based
upon the average of the high and low prices reported on June 24, 1998, as
reported on the Nasdaq Stock Market.
The date of this Prospectus is ________, 1998.
3
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports, proxy statements and other information with the Securities and
Exchange Commission (the "Commission"). Such reports, proxy statements and other
information filed by the Company with the Commission can be inspected and copied
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the following regional
offices of the Commission: 7 World Trade Center, Suite 1300, New York, New York
10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies
of such material can also be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Commission maintains a World Wide Web site on the Internet at
http://www.sec.gov that contains reports, proxy and information statements and
other information regarding registrants, including the Company, that file
electronically with the Commission.
The Common Stock is traded on the Nasdaq Stock Market. Reports, proxy
statements and other information concerning the Company filed with the Nasdaq
Stock Market can be inspected at the offices of the National Association of
Securities Dealers, Inc., Reports Section, 1735 K Street, N.W., Washington, D.C.
20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
hereby incorporated by reference in this Prospectus:
1. Annual Report on Form 10-K for the fiscal year ended March 31,
1998;
2. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A; and
3. The Company's Proxy Statement dated May 12, 1998.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the termination of the
offering of the Shares offered hereby, shall be deemed to be incorporated by
reference into this Prospectus from their respective dates of filing.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for the purpose of this Prospectus to the extent that a statement contained
herein or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed to constitute a part of
this Prospectus, except as so modified or superseded.
No person has been authorized to give any information or to make any
representation other than as contained herein in connection with these matters,
and if given or made, such information or representation must not be relied upon
as having been authorized by the Company. Neither the delivery hereof nor any
distribution of securities made hereunder shall, under any circumstances, create
an implication that there has been no change in the facts therein set forth
since the date hereof. This Prospectus does not constitute an offer to sell or
solicitation of an offer to buy the securities offered by this Prospectus or a
solicitation of a proxy in any jurisdiction where, or to any person to whom, it
is unlawful to make such an offer or solicitation.
The Company will provide without charge to each person, including any
beneficial owner, to whom a prospectus is delivered, on the written or oral
request of such person, a copy of any and all of the information that has been
incorporated by reference in this Prospectus (other than exhibits to such
documents which are not specifically incorporated by reference into the
information that this Prospectus incorporates). Such requests should be
addressed to Concentra Corporation, 21 North Avenue, Burlington, Massachusetts
01803, Attention: Alex N. Braverman, Chief Financial Officer, telephone number:
(781) 229-4600.
The Private Securities Litigation Reform Act of 1995 contains certain
safe harbors regarding forward-looking statements. From time to time,
information provided by the Company or statements made by its directors,
officers or employees may contain "forward-looking" information subject to
numerous risks and uncertainties. Any statements made in this registration
statement, including any statements incorporated herein by reference that are
not statements of historical fact are forward-looking statements (including, but
not limited to, statements concerning the characteristics and growth of the
Company's market and customers, the Company's objectives and plans for future
operations and products and the Company's expected liquidity and capital
resources). Such forward-looking statements are based on a number of assumptions
and involve a number of risks and uncertainties, and, accordingly, actual
results could differ materially. Factors that may cause such differences
include, but are not limited to: the continued and future acceptance of the
Company's products; the rate of growth in the industries of the Company's
products; the presence of competitors with
4
<PAGE> 4
greater technical, marketing and financial resources; the Company's ability to
promptly and effectively respond to technological change to meet evolving
customer needs; capacity and supply constraints or difficulties; and the
Company's ability to successfully expand its operations. For a further
discussion of these and other significant factors to consider in connection with
forward-looking statements, reference is made to the discussion in this
registration statement under the heading "Risk Factors."
The Company has filed with the Commission a registration statement
(of which this Prospectus is a part) under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Shares offered hereby. This
Prospectus does not contain all the information set forth in the registration
statement, certain portions of which have been omitted as permitted by the rules
and regulations of the Commission. Statements contained in this Prospectus as to
the contents of any contract or other document are not necessarily complete, and
in each instance reference is made to the copy of such contract or document
filed as an exhibit to the registration statement and to the exhibits and
schedules thereto.
THE COMPANY
The Company was incorporated under the laws of Delaware in 1984 as
ICAD, Inc. and changed its name to Concentra Corporation in 1995. Unless the
context otherwise requires, references herein to the "Company" include Concentra
Corporation and its subsidiaries. The Company's principal executive offices are
located at 21 North Avenue, Burlington, Massachusetts 01803. Its telephone
number is (781) 229-4600.
See the description of the Company's business in Part I, Item 1,
"Business" of the Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1998 which is incorporated herein by reference.
RISK FACTORS
See "Risk Factors" section of the Company's Annual Report on Form
10-K for the fiscal year ended March 31, 1998 which is incorporated herein by
reference.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
being offered hereby; nor will such proceeds be available for the Company's use
or benefit.
SELLING SECURITY HOLDERS
The following table provides certain information with respect to the
Selling Stockholders and their beneficial ownership of securities of the
Company, including information as to the Shares being registered on behalf of
the Selling Stockholders for sale by them. As reported by the Selling
Stockholders in a Schedule 13d mailed to the Company by the Selling Stockholders
under cover dated May 8, 1998, Austin W. Marxe and David M. Greenhouse have sole
voting and dispositive power with respect to the shares beneficially owned by
the Selling Stockholders.
<TABLE>
<CAPTION>
Name of Number of Shares to be Total Beneficial Ownership Total Percentage
Selling Stockholder (1) Registered Hereunder Prior to Offering Hereunder Owned Prior to Offering
- ----------------------- -------------------- --------------------------- -----------------------
<S> <C> <C> <C>
Special Situations Fund III L.P. 145,000 288,750 4.7%
Special Situations Cayman Fund L.P. 45,000 103,900 1.7%
Special Situations Private Equity Fund 235,000 235,000 3.9%
Special Situations Technology Fund L.P. 45,589 122,289 2.0%
</TABLE>
(1) None of the Selling Stockholders, or their representatives, has
held any office or position with the Company during the last three years.
5
<PAGE> 5
PLAN OF DISTRIBUTION
The Company is advised that, pursuant to the terms of this
Prospectus, the Selling Stockholders are offering from time to time, in whole or
in part, an aggregate of 470,589 shares of Common Stock for resale hereunder for
their own account at such prices and on such terms as are available at the time
of sale. The proceeds from any sales of Shares offered hereby by the Selling
Stockholders will not be received by the Company.
The Company understands that any distribution of securities by the
Selling Stockholders, or by pledgees, donees, transferees or their successors in
interest, may be effected from time to time in one or more of the following
transactions: (a) to underwriters who will acquire the Shares for their own
account and resell them in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale (any public offering price and any discount or concessions
allowed, re-allowed or paid to dealers may be changed from time to time); (b)
through brokers, acting as principal or agent, in transactions, in special
offerings, in exchange distributions pursuant to the rules of the applicable
exchanges or in the over-the-counter market, or otherwise, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices; or (c) directly or through
brokers or agents in private sales at negotiated prices, or by any other legally
available means.
The Selling Stockholders and underwriters, brokers, dealers or
agents, upon effecting the sale of the Shares, may be deemed to be an
underwriter, as that term is defined by the Securities Act and any profit on any
resale of securities may be deemed to be underwriting discounts and commissions.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless the Shares have been registered or qualified for
sale in such state or an exemption from registration or qualification is
available and complied with.
The Company will file during any period in which offers or sales are
being made one or more post-effective amendments to the Registration Statement
of which this Prospectus is a part to describe any material information with
respect to the plan of distribution not previously disclosed in this Prospectus
or any material change in such information.
LEGAL MATTERS
The legality of the Shares offered hereby will be passed upon for the
Company by Peabody & Arnold LLP, 50 Rowes Wharf, Boston, Massachusetts 02110.
William E. Kelly, a director and Secretary of the Company, is a partner in
Peabody & Arnold LLP.
EXPERTS
The consolidated financial statements of the Company and its
consolidated subsidiaries incorporated in this Prospectus by reference from the
Company's Annual Report on Form 10-K for the year ended March 31, 1998 have been
audited by Coopers & Lybrand L.L.P., independent accountants, as stated in their
reports which are incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon its authority
as experts in accounting and auditing.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
The Restated Certificate of Incorporation of the Company contains
provisions which grant broad rights of indemnification to the officers and
directors of the Company. The Company has also entered into indemnification
agreements with each of its executive officers and directors containing
additional provisions of indemnification. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
6
<PAGE> 6
=================
<TABLE>
<CAPTION>
<S> <C>
No dealer, sales representative or any other person
has been authorized to give information or make any
representation not contained in this Prospectus in connection
with the offer made by this Prospectus and, if given or made,
such information or representation must not be relied upon as 470,589 SHARES
having been authorized by the Company. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy
any securities other than those specifically offered hereby or of
any securities offered hereby in any jurisdiction to any person
to whom it is unlawful to make an offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create an
implication that there has been no change in the affairs of the
Company since the date hereof or that the information contained CONCENTRA CORPORATION
herein is correct as of any time subsequent to the date hereof. COMMON STOCK
-------
PROSPECTUS
-------
________, 1998
=================
</TABLE>
7
<PAGE> 7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION
The expenses relating to the registration of the Shares hereunder will
be borne by the Company. Such expenses are estimated to be as follows:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission Registration Fee $572.65
Legal Fees and Expenses $10,000.00
Accounting Fees and Expenses $1,000.00
Miscellaneous $0
TOTAL EXPENSES $11,572.65
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify a director, officer, employee or agent against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement in respect of or in successful defense of any action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
Article Eighth of the Company's Restated Certificate of Incorporation
provides that the Company shall indemnify each person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was, or has agreed to become, a director or
officer of the Company, or is or was serving, or has agreed to serve, at the
request of the Company, as a director, officer or trustee of, or in a similar
capacity with, another corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action alleged to have been taken or omitted in
such capacity, against all costs, charges and expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or on his behalf in connection with such action, suit or
proceeding and any appeal therefrom, subject to the provisions and limitations
of such Article Eighth. The terms of Article Eighth substantially incorporate
the provisions of Section 145 of the Delaware General Corporation Law.
The indemnification provided for in Article Eighth is expressly not
exclusive of any other rights to which those seeking indemnification may be
entitled under any law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in their official capacities and as to
action in another capacity while holding such office, and continues as to a
person who has ceased to be a director, officer, employee or agent and inures to
the benefit of the heirs, executors and administrators of such a person.
Further, under the terms of Article Eighth, the Company is specifically
authorized to enter into agreements with officers and directors providing
indemnification rights and procedures different from those set forth in Article
Eighth.
The Company has entered into indemnification agreements with each of its
executive officers and directors. The indemnification rights conferred under the
agreements are substantially the same as those under Article Eighth of the
Restated Certificate of Incorporation. In addition, the agreements provide for
indemnification of expenses incurred as a witness, require the Company to
observe specified procedures, within set time limits, when indemnification or
advancement of expenses is requested and provide for payment by the Company of
expenses incurred by indemnities in enforcing such agreements.
The directors and officers of the Company are insured against certain
liabilities which they incur in their capacity as such under policies of
insurance carried by the Company.
8
<PAGE> 8
ITEM 16. EXHIBITS
Exhibit No. Exhibit
- ---------- -------
+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 Designation 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.
+++5.01 Opinion of Peabody & Arnold LLP, counsel to the
registrant.
+++23.01 Consent of Peabody & Arnold LLP (included in
Exhibit 5.01 hereto).
+++23.02 Consent of Coopers & Lybrand L.L.P., independent
accountants.
+++24.01 Power of Attorney (included on signature page hereto).
- --------------------
+ 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.
ITEM 17. UNDERTAKINGS
(a) 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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(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.
9
<PAGE> 9
Provided, however, that paragraphs (a)(1)(i) and (a)(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 with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
(c) 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 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 Act and will
be governed by the final adjudication of such issue.
10
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Burlington, Commonwealth of Massachusetts, on this
26th day of June 1998.
CONCENTRA CORPORATION
By: /s/Lawrence W. Rosenfeld
------------------------
Lawrence W. Rosenfeld
Chief Executive Officer
POWER OF ATTORNEY
The undersigned directors and officers of Concentra Corporation hereby
severally constitute and appoint Lawrence W. Rosenfeld our true and lawful
attorney-in-fact and agent with full power of substitution, to execute in our
name and behalf in the capacities indicated below any and all amendments to this
registration statement to be filed with the Securities and Exchange Commission
and hereby ratify and confirm all that such attorney-in-fact and agent shall
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in their
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Lawrence W. Rosenfeld Chairman of the Board of Directors, June 26, 1998
- ------------------------------ Chief Executive Officer and President
Lawrence W. Rosenfeld (Principal Executive Officer)
/s/ Alex N. Braverman Vice President, Chief Financial Officer June 26, 1998
- ------------------------------ and Treasurer (Principal Financial and
Alex N. Braverman Accounting Officer)
/s/ A. William Berkman, Jr. Director June 26, 1998
- ------------------------------
A. William Berkman, Jr.
/s/ Vincenzo Cannatelli Director June 26, 1998
- ------------------------------
Vincenzo Cannatelli
/s/ Stephen J. Cucchiaro Director June 26, 1998
- ------------------------------
Stephen J. Cucchiaro
/s/ Alberto de Benedictis Director June 26, 1998
- ------------------------------
Alberto de Benedictis
/s/ William E. Kelly Director June 26, 1998
- ------------------------------
William E. Kelly
</TABLE>
11
<PAGE> 11
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
Exhibit No. Exhibit Page No.
- ---------- ------- --------
<S> <C> <C>
+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 Designation 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.
+++5.01 Opinion of Peabody & Arnold LLP, counsel to the registrant.
+++23.01 Consent of Peabody & Arnold LLP (included in Exhibit 5.01
hereto).
+++23.02 Consent of Coopers & Lybrand L.L.P., independent
accountants.
+++24.01 Power of Attorney (included on signature page hereto).
- ----------
+ Previously filed as an Exhibit to the registrant's
registration statement no. 33-86550.
++ Previously filed as an Exhibit to the registrant's Form 8K
dated April 24, 1997.
+++ Filed Herewith.
</TABLE>
12
<PAGE> 1
EXHIBIT 5.01
OPINION OF PEABODY & ARNOLD LLP
June 26, 1998
Concentra Corporation
21 North Avenue
Burlington, MA 01803
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
In connection with the registration of 470,589 shares of common stock, par
value $.00001 per share (the "Common Shares") of Concentra Corporation (the
"Company") with the Securities and Exchange Commission on a Registration
Statement on Form S-3 (the "Registration Statement"), relating to the sales, if
any, of the Common Shares by the selling stockholders, we have examined such
documents, records and matters of law as we have considered relevant. Based upon
such examination and upon our familiarity as counsel for the Company with its
general affairs, it is our opinion that the Common Shares being registered are
legally issued, fully paid, and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Registration Statement
and the prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ Peabody & Arnold LLP
PEABODY & ARNOLD LLP
<PAGE> 1
EXHIBIT 23.02
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of our report dated May 29, 1998, except for Note M, for which the date
is June 1, 1998, on our audits of the consolidated financial statements of
Concentra Corporation as of March 31, 1998 and 1997, and for each of the three
years in the period ended March 31, 1998. We also consent to the reference to
our firm under the caption "Experts."
/s/ Coopers & Lybrand L.L.P.
Boston, Massachusetts
June 26, 1998
