-----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, Lx3NA4FPg9bd5QE07LvFQLL0sPuyd38VcXKaC9biLFlrpe5D/KVd87y6Uzp4PNlq 2ZhSVPYjTaM5Jrp0fGhOdg== 0000950123-09-037905.txt : 20090825 0000950123-09-037905.hdr.sgml : 20090825 20090825165635 ACCESSION NUMBER: 0000950123-09-037905 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090825 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090825 DATE AS OF CHANGE: 20090825 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: 091034451 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 a53590e8vk.htm FORM 8-K e8vk
 
 
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 25, 2009
CORVEL CORPORATION
 
(Exact Name of Registrant as Specified in Charter)
         
DELAWARE   000-19291   33-0282651
 
(State or Other Jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   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))
 
 

 


 

Item 7.01. Regulation FD Disclosure.
          On August 25, 2009, CorVel Corporation (the “Company”) issued a press release announcing the expansion of the Company’s previously approved stock repurchase program by 1,000,000 shares of common stock. In addition, the Company announced the adoption of a pre-arranged stock trading plan to repurchase shares through November 18, 2009 pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). A copy of the press release is furnished herewith as Exhibit 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 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.
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 25, 2009 announcing the expansion of CorVel Corporation’s stock repurchase plan and the adoption of a 10b5-1 stock trading plan (furnished herewith but not filed pursuant to Item 7.01).

 


 

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 25, 2009
  /s/ DANIEL J. STARCK
 
Daniel J. Starck,
   
 
  President and Chief Executive Officer    

 

EX-99.1 2 a53590exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
     
Date: August 25, 2009
  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 Expansion to Share Buyback Program
     Irvine, CA, August 25, 2009 — CorVel Corporation (the “Company”; CRVL — NASDAQ) announced that the Company’s Board of Directors has approved a 1,000,000 share expansion to its existing stock repurchase program, increasing the total number of shares approved for repurchase over the life of the program to 14,150,000 shares.
     CorVel commenced its stock repurchase program in the fall of 1996. From the program’s inception through June 30, 2009, the Company has spent $186 million to repurchase 12,712,419 shares, equal to approximately 50% of the outstanding common stock had there been no repurchases. These repurchases have been funded primarily from net earnings. CorVel had 12,920,776 shares of common stock, net of treasury shares, outstanding as of June 30, 2009.
     The shares authorized to be repurchased under the expanded repurchase program may be purchased from time to time at prevailing market prices, through open market, block trade 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 repurchases at any time that management determines additional repurchases are not warranted. The repurchased shares may be used for general purposes, including issuance under the Company’s stock option and employee stock purchase plans, although historically repurchased shares have remained in treasury.
     The Company also announced that pursuant to Board of Directors approval, the Company entered into a pre-arranged stock trading plan on August 24, 2009 to repurchase shares of its common stock through November 18, 2009. 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. Forward-looking statements can often be identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,” “ongoing,” similar expressions, and variations or negatives of these words. 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 ability to repurchase shares of its common stock and how those repurchased shares may be used. 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, risks relating to the amount and timing of stock repurchases and other 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, 2009. 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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