8-K

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): July 20, 2005

CONCENTRA OPERATING CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	001-15699	75-2822620
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

5080 Spectrum Drive Suite 1200 – West Tower Addison, Texas	75001
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (972) 364-8000

Not applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry Into a Material Definitive Agreement.

On July 20, 2005, the stockholders of Concentra Inc. (“Concentra”), Registrant’s parent corporation, approved the 2005 Stock Option Plan for Non-Employee Directors (the “Stock Option Plan”). The Concentra Managed Care, Inc. 1999 Stock Option and Restricted Stock Purchase Plan, as amended (the “1999 Plan”), is incorporated into and forms a part of the Stock Option Plan.

A copy of the Stock Option Plan is attached hereto as Exhibit 10.19 and is incorporated herein by reference. The 1999 Plan has been previously filed as Exhibit 10.8 to Concentra Operating Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 and is incorporated herein by reference.

Additionally, on July 21, 2005, the board of directors of Concentra (the “Board”) took formal action to approve changes to Concentra’s existing director compensation plan. The changes to the plan consist of: an increase in the annual retainer paid to each Board member from $10,000 to $25,000; an increase in the Audit and Compliance Committee chairman annual retainer from $10,000 to $15,000; a decrease in the Board meeting fees from $3,500 per meeting to $2,000 per meeting; and an increase in the Committee chairman meeting fees from $500 per meeting to $1,000 per meeting.

A copy of the modified director compensation plan is attached hereto as Exhibit 10.20 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

10.19	2005 Stock Option Plan for Non-Employee Directors, as adopted by Concentra’s stockholders on July 20, 2005.
10.20	Concentra Inc. Board of Directors Compensation Plan, as adopted by Concentra’s Board of Directors on July 21, 2005.

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 hereunto duly authorized.

CONCENTRA OPERATING CORPORATION
(Registrant)
By:	/s/ Richard A. Parr II
Name:	Richard A. Parr II
Title:	Executive Vice President, General Counsel & Corporate Secretary

Date: July 22, 2005

INDEX TO EXHIBITS

EXHIBIT NUMBER	DESCRIPTION
10.19	2005 Stock Option Plan for Non-Employee Directors, as adopted by Concentra’s stockholders on July 20, 2005.
10.20	Concentra Inc. Board of Directors Compensation Plan, as adopted by Concentra’s Board of Directors on July 21, 2005.

EX-10.19

Exhibit 10.19

As Approved by the Compensation Committee of the Board of Directors

on April 6, 2005, and by the Corporation’s Stockholders on July 20, 2005

CONCENTRA INC.

2005 Stock Option Plan for Non-Employee Directors

1. General Terms and Provisions. Except to the extent modified hereby or inconsistent herewith, the terms and provisions of the Concentra Managed Care, Inc. 1999 Stock Option and Restricted Stock Purchase Plan, as amended (the “1999 Plan”), are incorporated into and form a part of this Concentra Inc. 2005 Stock Option Plan for Non Employee Directors (the “2005 Director Plan”). Capitalized terms used in this 2005 Director Plan and not otherwise defined herein have the respective meanings assigned to them in the 1999 Plan.

2. Awards. Each of the Non-Employee Directors whose name is set forth below is hereby granted the Award set forth opposite his respective name:

Non-Employee Director	Award
John K. Carlyle	Non-Qualified Stock Options to purchase 40,000 shares of Common Stock at an exercise price of $13.80 per share; immediately vested and exercisable; expiration April 6, 2015.
Steven E. Nelson	3,000 shares of Restricted Stock, vesting on the earlier of (a) six months following the completion of an initial public offering of the Company’s equity securities (or such longer “lock-up” period as may be required of directors and officers of the Company in connection with such offering), (b) the occurrence of a Change in Control, as defined in the Concentra Managed Care, Inc. 1997 Long-Term Incentive Plan, or (c) April 6, 2015.

3. Award Agreements. The proper officers of the Company shall prepare, execute, and deliver, for, on behalf, and in the name of the Company, Award agreements to evidence such awards, in the form heretofore approved by the Compensation Committee of the Company’s Board of Directors for Awards under the 1999 Plan (with such changes in such Award agreements as shall be required to properly evidence the Awards in accordance with this 2005 Plan).

Attachment: Concentra Managed Care, Inc. 1999

Stock Option and Restricted Stock Purchase Plan

EX-10.20

Exhibit 10.20

Board of Directors Compensation Plan

Adopted September 24, 2002; Modified June 26, 2003; Further Modified July 21, 2005

Cash Compensation – All Non-Employee Directors*:

$25,000 annual retainer, payable in equal quarterly installments.

$2,000 meeting fee for each regular or special Board of Directors meeting attended.

Cash Compensation – Non-Employee Directors Serving on Standing Committees:

$15,000 annual fee to the chairperson of the Audit and Compliance Committee, payable in equal quarterly installments.

$1,000 committee meeting fee for each regular or special standing Board committee meeting attended as a committee member, not held in conjunction with a regular or special Board of Directors meeting.

$1,000 additional committee meeting fee to the chairperson of each standing Board committee for each regular or special standing Board committee meeting attended as chairperson, whether or not held in conjunction with a Board meeting.

Stock Options – All Non-Employee Directors:

Each Non-Employee Director will receive awards of non-qualified stock options under the Plan as follows:

Initial. 10,000 shares on the first business day following date of first election to the Board of Directors; and

Annual. 4,000 shares on the next business day following each annual meeting of stockholders (other than the annual meeting of stockholders at which the director is initially elected as a director).

Each such Non-Employee Director stock option will have an exercise price no less than 100% of fair market value on date of award and will expire on the earlier of 10 years from date of award or one (1) year after the holder ceases to serve on the Board of Directors. Initial awards will be immediately vested and exercisable. Annual awards will vest and be exercisable 25% each year for four years on the anniversary date of award.

Other – All Directors: Reimbursement of travel expenses incurred for meeting attendance.

* As such term is defined in the Corporation’s 1999 Stock Option and Restricted Stock Purchase Plan.