-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ALL0Eq16aLlmd6hjTdeJcvHFZuuleDE4xMfQzLPWsi/8z0SJIQvn86wdsYuart00 EVuAtZxQ1SBcjj3N+6lmSg== 0000892569-08-001314.txt : 20080917 0000892569-08-001314.hdr.sgml : 20080917 20080917140605 ACCESSION NUMBER: 0000892569-08-001314 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080917 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080917 DATE AS OF CHANGE: 20080917 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CORVEL CORP CENTRAL INDEX KEY: 0000874866 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 330282651 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19291 FILM NUMBER: 081075882 BUSINESS ADDRESS: STREET 1: 2010 MAIN STREE STREET 2: SUITE 1020 CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9498511473 MAIL ADDRESS: STREET 1: 2010 MAIN STREET STREET 2: SUITE 1020 CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: FORTIS CORP DATE OF NAME CHANGE: 19600201 8-K 1 a43805e8vk.htm FORM 8-K e8vk
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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): September 17, 2008
CORVEL CORPORATION
(Exact Name of Registrant as Specified in Charter)
         
DELAWARE
(State or Other Jurisdiction
of Incorporation)
  000-19291
(Commission
File Number)
  33-0282651
(IRS Employer
Identification No.)
         
2010 Main Street, Suite 600, Irvine, California
(Address of Principal Executive Offices)
  92614
(Zip Code)
Registrant’s telephone number, including area code (949) 851-1473
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 8.01 Other events.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURE
EXHIBIT INDEX
EXHIBIT 99.1


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Item 8.01 Other events.
     On September 17, 2008, CorVel Corporation issued a press release to announce that the Company’s board of directors authorized an increase in the number of shares to be repurchased by 1,000,000 shares, from 12,150,000 shares to 13,150,000 shares. A copy of the press release is furnished herewith as Exhibit No. 99.1.
     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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability 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.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.
     (c) Exhibits
     
Exhibit No.   Description of Exhibit
99.1
  Press Release, dated September 17, 2008, announcing approval by CorVel Corporation’s board of directors to increase the number of shares of CorVel common stock to be repurchased by 1,000,000 shares, from 12,150,000 shares to 13,150,000 shares. (furnished herewith but not filed pursuant to Item 8.01).

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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.
         
  CORVEL CORPORATION,
a Delaware corporation
(Registrant)
 
 
Date: September 17, 2008  By:   /s/ Daniel J. Starck    
    Name:   Daniel J. Starck   
    Title:   President and Chief Executive Officer   

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EXHIBIT INDEX
     
Exhibit No.   Description of Exhibit
99.1
  Press Release, dated September 17, 2008, announcing approval by CorVel Corporation’s board of directors to increase the number of shares of CorVel common stock to be repurchased by 1,000,000 shares, from 12,150,000 shares to 13,150,000 shares. (furnished herewith but not filed pursuant to Item 8.01).

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EX-99.1 2 a43805exv99w1.htm EXHIBIT 99.1 exv99w1
Exhibit 99.1
NEWS RELEASE
     
Date: September 17, 2008
  CorVel Corporation
2010 Main Street
Suite 600
Irvine, CA 92614
 
   
FOR IMMEDIATE RELEASE
  Contact: Heather Burnham
Phone: 949-851-1473
http://www.corvel.com
CorVel Announces Expanded Share Buyback
Irvine, CA, September 17, 2008 — CorVel Corporation (CRVL — NASDAQ National Market), reported that the Company’s Board of Directors has approved a 1,000,000 share expansion to its existing stock repurchase plan, increasing the total number of shares approved for repurchase to 13,150,000.
CorVel commenced its share repurchase program in the fall of 1996. Since its inception through June 30, 2008, the Company has spent $166 million to repurchase 11,787,614 shares, equal to 46% of the outstanding common stock had there been no repurchases. These purchases have been funded primarily from net earnings. CorVel had 13,758,451 shares of common stock, net of treasury shares, outstanding as of June 30, 2008.
“CorVel continues to pursue expansion through both internal growth and acquisition. However, during periods when cash balances exceed internal needs, the Company will consider the repurchase of outstanding common stock,” said Gordon Clemons, CorVel’s Chairman.
The shares in the expanded repurchase program will be purchased from time to time at prevailing market prices, through open market or unsolicited negotiated transactions, depending upon market conditions. There is no guarantee as to the exact number of shares that will be repurchased by CorVel, and the Company may discontinue purchases at any time that management determines additional purchases are not warranted. The purchased shares will be used for general purposes, including issuance under the Company’s stock option and stock purchase plans.
The Company also announced that pursuant to Board of Directors approval, the Company entered into a pre-arranged stock trading plan on September 16, 2008 to repurchase shares of its common stock. The stock trading plan will be in accordance with guidelines specified under Rule 10b5-1 of the Securities and Exchange Act of 1934 and consistent with CorVel Corporation’s policies regarding stock transactions. Rule 10b5-1 allows public companies to adopt written, pre-arranged stock trading plans when they do not have material, non-public information in their possession.

 


 

About CorVel
CorVel Corporation (http://www.corvel.com/) is a national provider of leading-edge services and solutions in the field of disability management. CorVel specializes in applying information technology and e-commerce applications to improve healthcare management in the workers’ compensation, group health, and auto and disability management insurance markets. The Company provides claims administration, preferred providers networks, case management, utilization management, and medical bill review to more than 2,000 clients nationwide. Leveraging its commitment to flexibility and personal service, CorVel delivers custom solutions for employers, insurers, third party administrators and government entities.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
All statements included in this press release, other than statements or characterizations of historical fact, are forward-looking statements. These forward-looking statements are based on the Company’s current expectations, estimates and projections about the Company, management’s beliefs, and certain assumptions made by the Company, and events beyond the Company’s control, all of which are subject to change. Such forward-looking statements include, but are not limited to, statements relating to the Company’s financial statements and business. These forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause the Company’s actual results to differ materially and adversely from those expressed in any forward-looking statement.
The risks and uncertainties referred to above include, but are not limited to, factors described in this press release and the Company’s filings with the Securities and Exchange Commission, including “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2008. The forward-looking statements in this press release speak only as of the date they are made. The Company undertakes no obligation to revise or update publicly any forward-looking statement for any reason.

 

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