================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): May 29, 1996
------------
CRA MANAGED CARE, INC.
----------------------
(Exact name of registrant as specified in its charter)
Massachusetts 02-25856 04-2658593
- --------------------------------- ---------------- ------------------
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
312 Union Wharf
Boston, Massachusetts 02109 (617) 367-2163
- ------------------------------- ----------- --------------------------
(Address of principal executive (Zip Code) (Registrant's telephone
offices) number, including area code)
Index to Exhibits Appears at Page 5
Page 1 of 41 Pages.
================================================================================
Item 5. Other Events.
- ------ ------------
On May 29, 1996, pursuant to an Agreement and Plan of Merger (the
"Merger Agreement"), dated as of May 6, 1996, by and among CRA Managed Care,
Inc. ("the Company"), a Massachusetts corporation, QMC/3/, Inc. ("QMC/3/"), a
Colorado corporation, QMC3 Acquisition Corp. ("Merger Sub"), a Massachusetts
corporation and wholly-owned subsidiary of the Company, and the shareholders of
QMC/3/ named therein, QMC/3/ merged with and into Merger Sub, with QMC/3/
surviving the Merger (the "Acquisition"). The Merger became effective upon
filing of Certificates of Merger with the Secretary of State of the Commonwealth
of Massachusetts and the Secretary of State of the State of Colorado (the
"Effective Time"). Pursuant to the Merger Agreement, at the Effective Time, all
of the issued and outstanding shares of capital stock of QMC/3/ were converted
into 230,442 shares of the Company's common stock. The consideration paid had
an aggregate stated value equal to approximately $8,500,000.00. The aggregate
stated value for each share of CRA Common Stock issued to the shareholders of
QMC/3/ was based upon a value of $34.025, the average of the last quoted sale
prices for the shares of CRA Common Stock on the Nasdaq National Market System
for each of the thirty (30) trading days immediately preceding April 18, 1996.
QMC/3/, the Company and Kimberly Sutphin entered into an Employment
Agreement, dated as of May 29, 1996 pursuant to which Ms. Sutphin will serve as
President of QMC/3/ for an initial term of two years.
The Company granted to the former shareholders of QMC/3/ the right to
request registration of the shares of CRA Common Stock held by them on one
occasion and to include (with certain limitations) any of such shares in the
Company's registration statements filed on behalf of the Company or other
stockholders of the Company.
Following the Acquisition, the Company intends to continue QMC/3/'s
business of providing managed care services to the automobile insurance market
as a wholly owned subsidiary of the Company. On the date of the execution of
the Merger Agreement, there was no material relationship between the Company and
QMC/3/ or the Company and any affiliates of QMC/3/, any director or officer of
the Company and QMC/3/, or between any associate of any director or officer of
the Company and QMC/3/.
A copy of the Merger Agreement is attached hereto as an exhibit and is
incorporated herein by reference. The foregoing description of the Acquisition
does not purport to be complete and is qualified in its entirety by reference to
such exhibit.
2
Item 7. Financial Statements and Exhibits.
- ------ ---------------------------------
(a) and (b) Financial Statements of Business Acquired and
---------------------------------------------
Pro Forma Financial Information
-------------------------------
Not Applicable
(c) Exhibits
--------
2.1. Agreement and Plan of Merger, dated as of May 6, 1996,
by and between QMC/3/, Inc., CRA Managed Care, Inc.,
QMC3 Acquisition Corp. and the shareholders of QMC/3/,
Inc named therein.
In accordance with Item 601(b)(2) of Regulation S-K, the Schedules and Exhibits
referenced in the Merger Agreement have not been filed as part of the exhibits
to this Current Report on Form 8-K. The registrant agrees to furnish
supplementally a copy of the omitted Schedules and Exhibits to the Commission
upon request.
3
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 duly authorized.
CRA MANAGED CARE, INC.
By: /s/ Donald J. Larson
------------------------------------
Name: Donald J. Larson
Title: President and Chief
Executive Officer
Dated: June 24, 1996
4
INDEX TO EXHIBITS
Exhibit No. Exhibit
- ----------- -------
2.1 Agreement and Plan of Merger, dated as of May 6,
1996, by and between QMC/3/, Inc., CRA Managed Care,
Inc., QMC/3/ Acquisition Corp. and the Shareholders
of QMC/3/, Inc.
5