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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 24, 1997
CONCENTRA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-25498 04-2827026
(State or other jurisdiction (Commission file number) (I.R.S. employer
of incorporation) identification number)
21 North Avenue
Burlington, MA 01803-3301
(Address of principal executive offices)
(617) 229-4600
(Registrant's telephone number)
Page 1 of 52 sequentially numbered pages.
Exhibit Index is at Page 9.
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Item 5. Other Events.
On April 21, 1997, the Board of Directors of Concentra Corporation (the
"Company") declared a dividend of one Right for each outstanding share of Common
Stock, par value $0.00001 per share, of the Company (the "Common Shares"). The
Rights will be issued to the holders of record of Common Shares outstanding on
April 24, 1997, and with respect to Common Shares issued thereafter until the
Distribution Date (as defined below) and, in certain circumstances, with respect
to Common Shares issued after the Distribution Date. Each Right, when it becomes
exercisable as described below, will entitle the registered holder to purchase
from the Company one one-thousandth (1/1000th) of a share of Series A
Participating Cumulative Preferred Stock, par value $0.01 per share, of the
Company (the "Preferred Shares") at a price of $30 (the "Purchase Price"). The
description and terms of the Rights are set forth in a Rights Agreement dated as
of April 24, 1997 (the "Rights Agreement"), between the Company and The First
National Bank of Boston, as Rights Agent (the "Rights Agent").
Until the earlier of (i) such time as the Company learns that a person
or group (including any affiliate or associate of such person or group) has
acquired, or has obtained the right to acquire, beneficial ownership of more
than 20% of the outstanding Common Shares, other than pursuant to a Qualifying
Offer (as defined below) (such person or group being an "Acquiring Person"), or
(ii) such date, if any, as may be designated by the Board of Directors of the
Company following the commencement of, or first public disclosure of an intent
to commence, a tender or exchange offer for outstanding Common Shares which
could result in such person or group becoming the beneficial owner of more than
20% of the outstanding Common Shares, other than pursuant to a Qualifying Offer
(the earlier of such dates being called the "Distribution Date"), the Rights
will be evidenced by the certificates for Common Shares registered in the names
of the holders thereof (which certificates for Common Shares shall also be
deemed to be Right Certificates, as defined below) and not by separate Right
Certificates. Therefore, until the Distribution Date, the Rights will be
transferred with and only with the Common Shares.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
Distribution Date (and to each initial record holder of certain Common Shares
originally issued after the Distribution Date), and such separate Right
Certificates alone will thereafter evidence the Rights.
The Rights are not exercisable until the Distribution Date and will
expire on April 24, 2007 (the "Expiration Date") unless earlier redeemed by the
Company as described below.
The Number of Preferred Shares or other securities issuable upon
exercise of a Right, the Purchase Price, the Redemption Price (as defined below)
and the number of Rights associated with each outstanding Common Share are all
subject to adjustment by the Board of Directors of the Company in the event of
any change in the Common Shares or the Preferred
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Shares, whether by reason of stock dividends, stock splits, recapitalizations,
mergers, consolidations, combinations or exchanges of securities, split-ups,
split-offs, spin-offs, liquidation, other similar changes in capitalization, any
distribution or issuance of cash, assets, evidences of indebtedness or
subscription rights, options or warrants to holders of Common Shares or
Preferred Shares, as the case may be (other than distribution of the Rights or
regular quarterly cash dividends) or otherwise.
The Preferred Shares are authorized to be issued in fractions which are
an integral multiple of one one-thousandth (1/1000th) of a Preferred Share. The
Company may, but is not required to, issue fractions of shares upon the exercise
of Rights, and, in lieu of fractional shares, the Company may issue certificates
or utilize a depository arrangement as provided by the terms of the Preferred
Shares and, in the case of fractions other than one one-thousandth (1/1000th) of
a Preferred Share or integral multiples thereof, may make a cash payment based
on the market price of such shares.
At such time as there is an Acquiring Person, the Rights will entitle
each holder (other than such Acquiring Person (or any affiliate or associate of
such Acquiring Person)) of a Right to purchase, for the Purchase Price, that
number of one one-thousandths (1/1000ths) of a Preferred Share equivalent to the
number of Common Shares which at the time of such event would have a market
value of twice the Purchase Price.
In the event the Company is acquired in a merger or other business
combination by an Acquiring Person or an associate or affiliate of an Acquiring
Person that is a publicly traded corporation or 50% or more of the Company's
assets or assets representing 50% or more of the Company's revenues or cash flow
are sold, leased, exchanged or otherwise transferred (in one or more
transactions) to an Acquiring Person or an associate or affiliate of an
Acquiring Person that is a publicly traded corporation, each Right will entitle
its holder (subject to the next paragraph ) to purchase, for the Purchase Price,
that number of Common Shares of such corporation which at the time of the
transaction would have a market value of twice the Purchase Price. In the event
the Company is acquired in a merger or other business combination by an
Acquiring Person or an associate or affiliate of an Acquiring Person that is not
a publicly traded entity or 50% or more of the Company's revenues or cash flow
are sold, leased, exchanged or otherwise transferred (in one or more
transactions) to an Acquiring Person or an associate or affiliate of an
Acquiring Person that is not a publicly traded entity, each Right will entitle
its holder (subject to the next paragraph) to purchase, for the Purchase Price,
at such holder's option, (i) that number of shares of the surviving corporation
in the transaction with such entity (which surviving corporation could be the
Company) which at the time of the transaction would have a book value of twice
that Purchase Price, (ii) that number of shares of such entity which at the time
of the transaction would have a book value of twice the Purchase Price or (iii)
if such entity has an affiliate which has publicly traded common shares, that
number of common shares of such affiliate which at the time of the transaction
would have a market value of twice the Purchase Price.
Any Rights that are, at any time beneficially owned by an Acquiring
Person (or any
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affiliate or associate of an Acquiring Person) will be null and void and
nontransferable and any holder of any such Right (including any purported
transferee or subsequent holder) will be unable to exercise or transfer any such
Right.
The Rights Plan will not apply to any Qualifying Offer. Accordingly,
the Rights will not become exercisable in the case of a tender offer that
constitutes a Qualifying Offer or of a merger or business combination
consummated in compliance with the requirements of a Qualifying Offer. The
Rights Plan defines a "Qualifying Offer" as an all-cash tender offer for all
outstanding Common Shares which meets the following requirements: (i) the person
or group making the tender offer must, prior to or upon commencing such offer,
have provided to the Company firm written commitments from responsible financial
institutions, which have been accepted by such person or group, to provide,
subject only to customary terms and conditions, funds for such offer which, when
added to the amount of cash and cash equivalents which such person or group then
has available and has irrevocably committed in writing to the Company to utilize
for purposes of the offer, will be sufficient to pay for all Common Shares
outstanding on a fully dilute basis pursuant to the offer and the second-step
transaction required by clause (v) below and all related expenses, together with
copies of all written materials prepared by such person or group for such
financial institutions in connection with obtaining such financing commitments;
(ii) such person or group must own, after consummating such offer, Common Shares
representing a majority of the then outstanding Common Shares; (iii) such offer
must in all events remain open for at least 45 business days and must be
extended for at least 20 business days after the last increase or permitted
decrease in the price offered and after any bona fide higher alternative offer
is made (except in certain limited circumstances set forth in the Rights
Agreement); (iv) such offer is accompanied by a written opinion, in customary
form, of a nationally recognized investment banking firm which is addressed to
the holders of Common Shares other than such person or group and states that the
price to be paid to such holders pursuant to the offer is fair from a financial
point of view to such holders and which includes any written presentation of
such firm showing the analysis and range of values underlying such conclusion;
and (v) prior to or upon commencing such offer, such person or group must
irrevocably commit in writing to the Company (x) to consummate promptly upon
completion of the offer a transaction or transactions whereby all remaining
Common Shares will be acquired at the same price per share paid pursuant to the
offer, subject only to the condition that the Board has granted any approvals
required to enable such person or group to consummate such transaction or
transactions without obtaining the vote of any other stockholder, (y) that such
person or group will not amend such offer to reduce the per share price offered
(except in certain limited circumstances set forth in the Rights Agreement),
change the form of consideration offered, or reduce the number of shares being
sought or in any other respect which is materially adverse to the Company's
stockholders, and (z) that such person or group will not make any offer for any
equity securities of the Company for six months after commencement of the
original offer if the original offer does not result in the tender of the number
of shares required to be purchased pursuant to clause (ii) above, unless another
tender offer by another party for all outstanding Common Shares is commenced
that (a) constitutes a Qualifying Offer or (b) is approved by the Company's
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Board of Directors (in which event any new offer by such person or group must be
at a price no less than that provided for in such approved offer).
At any time prior to the earlier of (i) such time as a Person becomes
an Acquiring Person and (ii) the Expiration Date, the Board of Directors of the
Company may redeem the Rights in whole, but not in part, at a price (in cash or
Common Shares or other securities of the Company deemed by the Board of
Directors to be at least equivalent in value) of $0.001 per Right, subject to
adjustment as provided in the Rights Agreement (the "Redemption Price");
provided, however, that, for the 120-day period after any date of a change
(resulting from a proxy or consent solicitation) in a majority of the Board of
Directors of the Company in office at the commencement of such solicitation, the
Rights may only be redeemed if (A) there are directors then in office who were
in office at the commencement of such solicitation and (B) the Board of
Directors of the Company, with the concurrence of a majority of such directors
then in office, determines that such redemption is, in their judgment, in the
best interests of the Company and its stockholders.
Immediately upon the action of the Board of Directors of the Company
electing to redeem the Rights, and without any further action and without any
notice, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
After there is an Acquiring Person, the Board of Directors may elect to
exchange each Right (other than Rights that shall have become null and void and
nontransferable as described above) for consideration per Right consisting of
one-half of the securities that would be issuable at such time upon the exercise
of one Right pursuant to the terms of the Rights Agreement.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends.
At any time prior to the Distribution Date, the Company may, without
the approval of any holder of the Rights, supplement or amend any provision of
the Rights Agreement (including the date on which the Distribution Date shall
occur, the time during which the Rights may be redeemed or the terms of the
Preferred Shares), except that no supplement or amendment shall be made which
reduces the Redemption Price (other than pursuant to certain adjustments
therein) or provides for an earlier Expiration Date. However, during the 120-
day period after any date of a change (resulting from a proxy or consent
solicitation) in a majority of the Board of Directors of the Company in office
at the commencement of such solicitation, the Rights Agreement may be
supplemented or amended only if (A) there are directors then in office who were
in office at the commencement of such solicitation and (B) the Board of
Directors of the Company, with the concurrence of a majority of such directors
then in office, determines that such supplement or amendment is, in their
judgment, in the best interests of the Company and its stockholders.
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The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
without conditioning the offer on substantially all the Rights being acquired.
The Rights will not interfere with any merger or other business combination
pursuant to a Qualifying Offer or with a third party approved by the Board of
Directors of the Company since the Board of Directors of the Company may, at its
option, at any time prior to any person becoming an Acquiring Person, redeem all
but not less than all of the then outstanding Rights at the Redemption Price.
A Registration Statement on Form 8-A with respect to the Rights has
been filed with the Securities and Exchange Commission. The Rights Agreement
specifying the terms of the Rights, the Certificate of Designation of the
Preferred Shares specifying the terms of the Preferred Shares (Exhibit A to the
Rights Agreement) and the form of Right Certificate (Exhibit B to the Rights
Agreement) are filed herewith as exhibits. The foregoing description of the
Rights does not purport to be complete and is qualified in its entirety by
reference to such exhibits, which are incorporated herein by reference.
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Item 7. Exhibits.
Page Number
Exhibit in Sequentially
Number Title Numbered Report
4(a) Rights Agreement dated as of April 24, 1997, 10
between Concentra Corporation and The First
National Bank of Boston as Rights Agent
4(b) Form of Certificate of the Voting Powers, 42
Preferences and Relative, Participating, Optional
and other Special Rights, Qualifications, Limitations
or Restrictions of Series A Participating Cumulative
Preferred Stock of Concentra Corporation (which is
attached as Exhibit A to the Rights Agreement filed
as Exhibit 1 hereto)
4(c) Form of Right Certificate (which is attached as 49
Exhibit B to the Rights Agreement filed as Exhibit 1
hereto)
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SIGNATURE
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, hereunto duly authorized, in the Town of Burlington, Commonwealth
of Massachusetts, on May 6, 1997.
CONCENTRA CORPORATION
By: /s/ Alex Braverman
--------------------------------
Name: Alex Braverman
Title: Chief Financial Officer
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EXHIBIT INDEX
Pursuant to Item 601 of Regulation S-K
EXHIBIT TITLE PAGE NUMBER IN
NUMBER SEQUENTIALLY
NUMBERED REPORT
4(a) Rights Agreement dated as of April 24, 1997, between
Concentra Corporation and The First National Bank of
Boston as Rights Agent 10
4(b) Form of Certificate of Voting Powers, Preferences and
Relative, Participating, Optional and other Special Rights,
Qualifications, Limitations or Restrictions of Series A
Participating Cumulative Preferred Stock of Concentra
Corporation (which is attached as Exhibit A to the Rights
Agreement filed as Exhibit 1 hereto). 42
4(c) Form of Right Certificate (which is attached as Exhibit B
to the Rights Agreement filed as Exhibit 1 hereto). 49
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