1 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): December 3, 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) 2 Item 5. Other Events. On December 3, 1997, Concentra Corporation (the "Company") completed a private placement of 470,589 shares of its common stock, $.00001 par value per share ("Common Stock"), at a purchase price of $4.25 per share, providing gross proceeds of $2 million in a transaction led by Special Situations Fund. After this transaction, the funds managed by Special Situations Fund hold approximately fifteen percent (15%) of the Company's outstanding Common Stock. The Company intends to use the net proceeds of this financing for working capital purposes and general corporate purposes. This financing increases the number of outstanding shares of the Company's Common Stock to 6,058,170. A copy of the Stock Purchase Agreement, pursuant to which this financing was transacted, is attached hereto as Exhibit 4.08. Item 7. Exhibits. +4.08 Stock Purchase Agreement dated as of December 3, 1997 by and between Concentra Corporation and the Purchasers named on the signature page thereto. -------------------- +Filed herewith. - 2 - 3 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. CONCENTRA CORPORATION Date: December 5, 1997 By: /s/ Alex N. Braverman ------------------------------- Name: Alex N. Braverman Title: Chief Financial Officer - 3 - 4 EXHIBIT INDEX Pursuant to Item 601 of Regulation S-K EXHIBIT TITLE PAGE NUMBER IN NUMBER SEQUENTIALLY NUMBERED REPORT 4.08 Stock Purchase Agreement dated as of December 3, 5 1997 by and between Concentra Corporation and the Purchasers named on the signature page thereto. - 4 -