-----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, WGTtXqKcgy/smP/lM9MYO4nBymYi9wHh8hnN8BRRtHK+Uyie4zbBaSEpIzqaD9In e5mMmGcpWRdVkEzgLoPQlg== 0000892569-07-001013.txt : 20070807 0000892569-07-001013.hdr.sgml : 20070807 20070807164305 ACCESSION NUMBER: 0000892569-07-001013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070807 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070807 DATE AS OF CHANGE: 20070807 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: 071032106 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 a32763e8vk.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)
  August 7, 2007
 
   
CORVEL CORPORATION
 
(Exact Name of Registrant as Specified in Charter)
         
DELAWARE   000-19291   33-0282651
     
(State or Other Jurisdiction
of Incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)
         
2010 Main Street, Suite 600, Irvine, California
  92614
   
(Address of Principal Executive Offices)
  (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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 7.01. Regulation FD Disclosure.
Item 9.01. Financial Statements and Exhibits.
EXHIBIT INDEX
Exhibit 99.1


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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
     On August 2, 2007, Daniel J. Starck, the President and Chief Operating Officer of CorVel Corporation (the “Company”), was appointed to the additional office of Chief Executive Officer of the Company effective as of August 7, 2007. In connection with Mr. Starck’s appointment and in accordance with the Company’s Bylaws, V. Gordon Clemons resigned his title as Chief Executive Officer of the Company effective as of August 7, 2007, but will continue to serve as Chairman of the Company and will remain an employee of the Company at his current annual base salary focusing his attentions on customer relations, strategy, and product development.
     Mr. Starck, age 40, joined the Company on May 26, 2006 as President and Chief Operating Officer. Prior to joining the Company, Mr. Starck served as the Executive Vice President, Customer Services since November 2005 for Apria Healthcare Group, Inc., a provider of home healthcare services. From July 2003 to November 2005, Mr. Starck served as Apria’s Executive Vice President, Business Operations. From April 2001 to July 2003, Mr. Starck served as Division Vice President, Operations for Apria’s Pacific Division. From January 1998 to April 2001, Mr. Starck served as Regional Vice President, Operations for Apria’s Northern California Region. There are no family relationships between Mr. Starck and any of our directors or other executive officers.
     Mr. Starck is continuing under his existing employment agreement and stock options. In connection with his appointment to the office of Chief Executive Officer, however, Mr. Starck’s annual base salary was increased to $350,000 and he was granted an additional stock option to purchase 5,000 shares of the Company’s common stock at an exercise price equal to the fair market value of the Company’s common stock on the date of grant. Such stock option will vest as to 25% of the shares on the first anniversary of the grant date, and the remaining 75% of the shares will vest in 36 successive equal monthly installments upon completion of each month of service by Mr. Starck after the first anniversary of the grant date.
     The information regarding Mr. Starck’s existing employment agreement and stock options previously reported in Item 1.01 of the Company’s Current Report on Form 8-K (File No. 000-19291), filed with the Securities and Exchange Commission on May 30, 2006, is incorporated by reference into this Item 5.02.
Item 7.01. Regulation FD Disclosure.
     On August 7, 2007, the Company issued a press release announcing the appointment of Mr. Starck as Chief Executive Officer of the Company. A copy of the press release is attached hereto as Exhibit 99.1.
     The information included in this Item 7.01, including Exhibit 99.1 attached hereto, 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 liabilities of that Section, or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
     (a) Not Applicable.
     (b) Not Applicable.
     (c) Not Applicable.
     (d) Exhibits.
     
Exhibit No.   Description of Exhibit
99.1
  Press Release, dated August 7, 2007, issued by CorVel Corporation (furnished herewith but not filed pursuant to Item 7.01).

 


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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.
     
    CORVEL CORPORATION
     
    (Registrant)
     
Dated: August 7, 2007   /s/ DANIEL J. STARCK
     
    Daniel J. Starck,
Chief Executive Officer, President and Chief
Operating Officer

 


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EXHIBIT INDEX
     
Exhibit No.   Description of Exhibit
99.1
  Press Release, dated August 7, 2007, issued by CorVel Corporation (furnished herewith but not filed pursuant to Item 7.01).

 

EX-99.1 2 a32763exv99w1.htm EXHIBIT 99.1 exv99w1
 

Exhibit 99.1
NEWS RELEASE
     
Date: August 7, 2007
  CorVel Corporation
2010 Main Street
Suite 600
Irvine, CA 92614
 
   
FOR IMMEDIATE RELEASE
  Contact: Kim Leetzow
Phone: 949-851-1473
http://www.corvel.com
CorVel Announces Promotion of Dan Starck
IRVINE, California, August 7, 2007 — CorVel Corporation (NASDAQ: CRVL), today announced that its board of directors has named the Company’s President Dan Starck to serve as the company’s Chief Executive Officer.
Mr. Starck, 40, has served since May 2006 as President and Chief Operating Officer of CorVel. Prior to joining the Company, he was Executive Vice President at Apria Healthcare Corporation. Gordon Clemons, CorVel’s Chairman, said that the Company’s board unanimously selected Starck based on his track record since joining the organization, as well as his strong executive and personal qualities.
“Our search for a new leader to guide CorVel into the future has been an important priority for several years,” said Clemons. “Dan is a proven builder of businesses. He has been an important part of our recent success and is well prepared to lead our current expansion plans.”
“Dan came to our attention because of his track record in healthcare management. He grew up succeeding in both academics and sports and I was attracted to his competitive spirit. A company of CorVel’s size in the healthcare and insurance industries needs leaders focused upon customer needs, attracted to competitive situations, and able to make decisions under pressure. Dan’s a former quarterback and it shows,” continued Clemons.
Starck said, “CorVel has been a leader in workers compensation managed care. The opportunity to join a successful, independent public company initially attracted me to CorVel. My background managing a healthcare provider has helped me bring new perspectives to the Company. We are now involved in a major strategic expansion of the Company and I look forward to the next few years with anticipation!”
Starck will take up his new duties immediately. He succeeds Mr. Clemons, the company’s founder, Chairman and CEO. Mr. Clemons has served as CEO since the Company’s IPO in 1991, after having been President of Caremark Inc. Mr. Clemons will

 


 

continue to serve as Chairman focusing his attentions on customer relations, strategy and product development.
About CorVel
CorVel Corporation (http://www.corvel.com/) is a national provider of leading-edge services and solutions in the field of managed healthcare. CorVel specializes in applying information technology and e-commerce applications to improve healthcare management in the workers’ compensation, group health, auto and disability management insurance markets. The Company provides networks of preferred providers, case management, utilization management, independent medical evaluations and medical bill review to more than 1,500 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. 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 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, 2007. The forward-looking statements in this 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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