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
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Date of Report (Date of earliest event reported)
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September 2, 2009 |
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(Exact Name of Registrant as Specified in Charter)
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| DELAWARE
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000-19291
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33-0282651 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 2010 Main Street, Suite 600, Irvine, California
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92614 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
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Registrant’s telephone number, including area code
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(949) 851-1473 |
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N/A
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
On September 2, 2009, CorVel Corporation (the “Company”) agreed to repurchase 200,000 shares
of the Company’s common stock held by V. Gordon Clemons, the Company’s Chairman of the Board, in a
privately negotiated transaction (the “Clemons
Repurchase”). Mr. Clemons’ shares were repurchased for $30 per
share for an aggregate repurchase price of $6 million. The
negotiated purchase price was below the average closing price for the
prior five trading days and is below the share repurchase price limit
under the 10b5-1 Plan described below. The repurchased shares represent approximately 1.5% of the
Company’s total shares of common stock outstanding as of September 2, 2009. The Company will have
12,544,982 shares of common stock outstanding immediately after the Clemons Repurchase.
The Clemons Repurchase was part of the Company’s previously approved stock repurchase program
that has been disclosed in the Company’s prior filings with the Securities and Exchange Commission.
The Company used a portion of its cash on hand to repurchase the shares. The repurchased shares
will become treasury shares, as authorized but unissued shares of common stock, and will be
available for future issuance or general corporate purposes.
Item 7.01. Regulation FD Disclosure.
The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 7.01.
The pre-arranged stock trading plan (the “10b5-1 Plan”) to repurchase shares through November
18, 2009 pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934 that the Company previously
disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission on
August 25, 2009, covers the repurchase of up to 800,000 shares under the Company’s previously
announced stock repurchase program. In light of the Clemons Repurchase, the Company will be
entering into certain modifications of the 10b5-1 Plan on September 5, 2009 to take into account
the effect of the Clemons Repurchase. The modifications do not change the total number of
shares authorized to be repurchased under the 10b5-1 Plan. There is no guarantee as to the exact
number of shares that will be repurchased.
The information contained in this report and in the exhibit attached to this report is being
furnished to the Securities and Exchange Commission and shall not be deemed “filed” for purposes of
Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, or
incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such a filing.
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.
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CORVEL CORPORATION |
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(Registrant) |
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Dated: September 3, 2009
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/s/ DANIEL J. STARCK |
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Daniel J. Starck, |
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President and Chief Executive Officer |