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): February 13, 2013
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 February 13, 2013, CorVel Corporation issued a press release to announce the Company entered into a pre-arranged stock trading plan on February 11, 2013 to spend up to $11 million to repurchase shares of its common stock commencing February 26, 2013 through June 25, 2013. 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.
(d) Exhibits
| Exhibit |
Description of Exhibit | |
| 99.1 | Press Release, dated February 13, 2013, announcing the Company entered into a pre-arranged stock trading plan on February 11, 2013 to spend up to $11 million to repurchase shares of its common stock commencing February 26, 2013 through June 25, 2013. (furnished herewith but not filed pursuant to Item 7.01). | |
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: February 13, 2013 | By: | /s/ V. Gordon Clemons | ||||
| Name: | V. Gordon Clemons | |||||
| Title: | Chairman of the Board, Chief Executive Officer and President | |||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 |
Press Release, dated February 13, 2013, announcing the Company entered into a pre-arranged stock trading plan on February 11, 2013 to spend up to $11 million to repurchase shares of its common stock commencing February 26 through June 25, 2013. (furnished herewith but not filed pursuant to Item 7.01). | |
Exhibit 99.1
| Date: February 13, 2013 | 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 Stock Repurchase Plan
Irvine, CA, February 13, 2013 — CorVel Corporation (the “Company”; CRVL — NASDAQ) announced that pursuant to Board of Directors approval, the Company entered into a pre-arranged stock trading plan on February 11, 2013 to spend up to $11 million to repurchase shares of its common stock commencing February 26, 2013 and continuing to June 25, 2013. The stock trading plan will be in accordance with guidelines specified under Rule 10b5-1 and Rule 10b-18 of the Securities and Exchange Act of 1934 and consistent with CorVel Corporation’s policies regarding stock transactions. All bids and the amounts purchased shall at all times be consistent and compliant with the pricing and volume limitations of Rule 10b-18.
CorVel initiated its stock repurchase program in the fall of 1996. From the program’s inception through December 31, 2012, the Company has spent $294 million to repurchase 15,507,143 shares, equal to approximately 59% of the outstanding common stock had there been no repurchases. During the nine months ended December 31, 2012, the Company spent $24 million to repurchase 554,042 shares of its common stock. These repurchases have been funded primarily from net earnings. CorVel had 10,865,835 shares of common stock, net of treasury shares, outstanding as of December 31, 2012.
About CorVel
CorVel Corporation is a national provider of industry-leading workers’ compensation solutions for employers, third party administrators, insurance companies, and government agencies seeking to control costs and promote positive outcomes. We apply technology, intelligence, and a human touch to risk management so our clients can intervene early and often and be connected to the critical intelligence they need to proactively manage risk. With a robust technology platform at its core, our connected solution is delivered by a national team of associates who are committed to helping clients design and administer programs that meet their organization’s performance goals.
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 amount and timing of repurchases under the Company’s stock repurchase program. 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 but not limited to “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended March 31, 2012 and the Company’s Quarterly Report on Form 10Q for the quarter ended December 31, 2012. 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.