e10vqza

0000950137-05-011593.txt : 20050923 0000950137-05-011593.hdr.sgml : 20050923 20050922210350 ACCESSION NUMBER: 0000950137-05-011593 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050630 FILED AS OF DATE: 20050923 DATE AS OF CHANGE: 20050922 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: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-19291 FILM NUMBER: 051099070 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 10-Q/A 1 a12860a1e10vqza.htm FORM 10-Q/A e10vqza

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2005


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For this transition period from to

Commission file number O-19291

CORVEL CORPORATION

(Exact name of registrant as specified in its charter)


Delaware		33-0282651

(State or other jurisdiction of incorporation or organization) 2010 Main Street, Suite 600		(IRS Employer Identification No.)

Irvine, CA		92614

(Address of principal executive office)		(zip code)

Registrant’s telephone number, including code:		(949) 851-1473

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES þ NO o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YES þ NO o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES o NO þ

The number of shares outstanding of the registrant’s Common Stock, $0.0001 Par Value, as of June 30, 2005 was 9,908,745.

TABLE OF CONTENTS


Part II. Other Information
	Item 6. Exhibits
SIGNATURES
Exhibit Index
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 31.3

EXPLANATORY NOTE

On August 12, 2005, CorVel Corporation (the “Registrant”) filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2005 (“Form 10-Q”). This Amendment No. 1 to the Form 10-Q is being filed solely for the purpose of including the complete form of the certifications required by Rule 13a-14(a) under the Securities Exchange Act of 1934 (the “Section 302 Certifications”) as Exhibits 31.1, 31.2, and 31.3 hereto. The certifications of the principal executive and principal financial officers of the Registrant that were filed with the Form 10-Q on August 12, 2005 inadvertently omitted a portion of the text required in paragraph 4 of the Section 302 Certifications.

This Amendment does not reflect events occurring after the filing of the Form 10-Q or modify or update those disclosures affected by subsequent events. Except for the items described above, this Amendment continues to speak as of the date of the Form 10-Q, and no modifications, amendments, revisions or update have been made to the financial statements or any other item or disclosures contained in the Form 10-Q.

Part II. Other Information

Item 6. Exhibits


31.1		Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as required by Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of the Chief Financial Officer (as of date of the filing of the Form 10-Q) pursuant to Exchange Act Rule 13a-14(a), as required by Section 302 of the Sarbanes-Oxley Act of 2002
31.3		Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as required by Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


*		Previously filed.

Page 2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 on Form 10-Q/A to be signed on its behalf by the undersigned thereunto duly authorized.


	CORVEL CORPORATION
	By:	V. Gordon Clemons
		V. Gordon Clemons, Chairman of the Board,
		Chief Executive Officer, and President



	By:	Richard J. Schweppe
		Richard J. Schweppe, Chief Financial Officer (at August 12, 2005, the
		filing date of the Quarterly Report on Form 10-Q for CorVel Corporation for the quarter ended June 30, 2005)



	By:	Scott R. McCloud
		Scott R. McCloud, Chief Financial Officer
		(effective August 22, 2005)

September 22, 2005

Page 3

Exhibit Index


Exhibit
Number		Description
31.1		Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a), as required by Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of the Chief Financial Officer (as of date of the filing of the Form 10-Q) pursuant to Exchange Act Rule 13a-14(a), as required by Section 302 of the Sarbanes-Oxley Act of 2002
31.3		Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a), as required by Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


*		Previously filed.

Page 4

EX-31.1 2 a12860a1exv31w1.htm EXHIBIT 31.1 exv31w1

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, V. Gordon Clemons, Chief Executive Officer of CorVel Corporation, certify that:

1. I have reviewed this quarterly report on Form 10-Q of CorVel Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 22, 2005



	/s/ V. GORDON CLEMONS
	V. Gordon Clemons
	Chief Executive Officer (Principal Executive Officer)

EX-31.2 3 a12860a1exv31w2.htm EXHIBIT 31.2 exv31w2

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard J. Schweppe, Chief Financial Officer of CorVel Corporation, certify that:

1. I have reviewed this quarterly report on Form 10-Q of CorVel Corporation;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 22, 2005



	/s/ RICHARD J. SCHWEPPE
	Richard J. Schweppe
	Chief Financial Officer (at August 12, 2005, the filing date of the Quarterly Report on Form 10-Q for CorVel Corporation for the quarter ended June 30, 2005) (Principal Financial Officer)

EX-31.3 4 a12860a1exv31w3.htm EXHIBIT 31.3 exv31w3

Exhibit 31.3

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
UNDER SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Scott R. McCloud, Chief Financial Officer of CorVel Corporation (effective August 22, 2005), certify that:

1. I have reviewed this quarterly report on Form 10-Q of CorVel Corporation;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 22, 2005



	/s/ Scott R. McCloud
	Scott R. McCloud
	Chief Financial Officer (effective August 22, 2005)

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