-----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, NwoKI0bMcYGCTOzslHm5KteIpc/UCU8LxZ7HMdWPPKe4XwvHcyYYAv+2VgqgVkez OELfXWK8gabjuad5uwmYQw== 0001104659-10-033376.txt : 20100611 0001104659-10-033376.hdr.sgml : 20100611 20100610190124 ACCESSION NUMBER: 0001104659-10-033376 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100609 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events FILED AS OF DATE: 20100611 DATE AS OF CHANGE: 20100610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COPART INC CENTRAL INDEX KEY: 0000900075 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 942867490 STATE OF INCORPORATION: CA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23255 FILM NUMBER: 10891341 BUSINESS ADDRESS: STREET 1: 4665 BUSINESS CENTER DRIVE CITY: FAIRFIELD STATE: CA ZIP: 94534 BUSINESS PHONE: 7076395000 MAIL ADDRESS: STREET 1: 4665 BUSINESS CENTER DRIVE CITY: FAIRFIELD STATE: CA ZIP: 94534 8-K 1 a10-11876_18k.htm 8-K

 

 

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

 

June 9, 2010

Date of Report (date of earliest event reported)

 

Copart, Inc.

(Exact name of Registrant as specified in its charter)

 

California

 

0-23255

 

94-2867490

(State or other jurisdiction of

incorporation or organization)

 

(Commission File Number)

 

(I.R.S. Employer

Identification Number)

 

4665 Business Center Drive
Fairfield, California 94534

(Address of principal executive offices)

 

(707) 639-5000

(Registrant’s telephone number, including area code)

 

Not applicable

(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))

 

 

 


 

Section 5 – Corporate Governance and Management

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 9, 2010, the compensation committee of our board of directors approved an amendment to outstanding stock option agreements between us and Willis J. Johnson, the chairman of the board of directors.  The amendment permits Mr. Johnson to exercise the following outstanding options on a net issuance basis by surrendering a number of shares of our common stock with a fair market value equal to the applicable exercise price and to satisfy any tax withholding obligations that arise upon exercise of the options by having us withhold a number of exercised shares sufficient to pay the minimum tax withholding obligations:

 

Grant Date

 

Stock Plan

 

Number of
Shares†

 

Exercise
Price Per Share†

 

 

 

 

 

 

 

 

 

June 6, 2001

 

1992 Stock Option Plan

 

150,000

 

$

16.93

 

October 21, 2002

 

2001 Stock Option Plan

 

100,000

 

$

10.99

 

August 19, 2003

 

2001 Stock Option Plan

 

100,000

 

$

8.80

 

 

† As adjusted for stock splits since the grant date.

 

Section 8 – Other Events.

 

Item 8.01 Other Events

 

On June 10, 2010, Mr. Johnson executed the amendment referenced in Item 5.02 above, and immediately exercised the referenced options in full. We issued to Mr. Johnson a net total of 121,251 shares of our common stock upon the exercises.  In calculating the fair market value of our common stock for purposes of the net issuance, we used the closing price of our stock on the Nasdaq Global Select Market on June 10, 2010, which was $36.76.

 

In addition, on June 9, 2010, the independent members of the board of directors (including our audit committee and compensation committee) approved the repurchase by us of shares issued to Mr. Johnson as a result of the exercise of the options identified above.  This repurchase was made in connection with our previously announced stock repurchase program.  On June 10, 2010, we repurchased an aggregate of 121,251 shares of our common stock from Mr. Johnson for an aggregate purchase price of $4,457,186.76 (based on the closing sales price of our common stock in trading on the Nasdaq Global Select Market on June 10, 2010).

 

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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.

 

Dated: June 10, 2010

COPART, INC.

 

 

 

 

By:

/s/ Paul A. Styer

 

 

Paul A. Styer

 

 

Senior Vice President, General Counsel and Secretary

 

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