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As filed with the Securities and Exchange Commission on November 19, 1996
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
CORVEL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 33-0282651
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
1920 Main Street, Suite 1090
Irvine, California 92614
(Address of principal executive offices) (Zip Code)
CORVEL CORPORATION
RESTATED 1988 EXECUTIVE STOCK OPTION PLAN
(Full title of the Plan)
V. Gordon Clemons
President and Chief Executive Officer
CorVel Corporation
1920 Main Street, Suite 1090, Irvine, CA 92614
(Name and address of agent for service)
(714) 851-1473
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
---------- ------------- ------------ --------- ------------
Restated 1988 Executive Stock Option Plan:
Options to purchase Common Stock 200,000 N/A N/A N/A
Common Stock, $0.0001 par value 200,000 shares $28.0625 $5,612,500 $1,701
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the CorVel Corporation Restated
1988 Executive Stock Option Plan, by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of the
outstanding shares of Common Stock of CorVel Corporation.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the
high and low selling prices per share of Common Stock of CorVel
Corporation on November 14, 1996, as reported on the Nasdaq National
Market.
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PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The Registrant hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission ("SEC"):
a. The Registrant's Annual Report on Form 10-K for the fiscal
year ended March 31, 1996, filed with the SEC on June 26,
1996;
b. The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended June 30, 1996 and September 30, 1996, filed
with the SEC on August 14, 1996 and November 12, 1996,
respectively; and
c. The Registrant's Registration Statement No. 00-19291 on Form
8-A filed with the SEC on May 16, 1991 pursuant to Section 12
of the Securities Exchange Act of 1934 (the "1934 Act"), as
amended by Amendment No. 1 thereto filed with the SEC on June
28, 1991, in which there is described the terms, rights and
provisions applicable to the Registrant's outstanding Common
Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Under Section 145 of the Delaware General Corporation Law ("Delaware
Law"), the Registrant has broad powers to indemnify its directors and officers
against liabilities they may incur in such capacities, including liabilities
under the Securities Act of 1933, as amended (the "1933 Act"). The Registrant's
Bylaws provide that the Registrant will indemnify its directors and officers to
the fullest extent permitted by law and require the Registrant to advance
litigation expenses upon receipt by the Registrant of an undertaking by the
director or officer to repay such advances if it is ultimately determined that
the director or officer is not entitled to indemnification. The Bylaws further
provide that rights conferred under such Bylaws shall not be deemed to be
exclusive of any other right such persons may have or acquire under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.
The Registrant's Certificate of Incorporation provides that, pursuant to
Delaware Law, its directors shall not be liable for monetary damages for breach
of the director's fiduciary duty of care to the Registrant and its stockholders.
This provision in the Certificate of Incorporation does not eliminate the duty
of care, and in appropriate circumstances equitable remedies such as injunctive
or other forms of non-monetary relief will
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remain available under Delaware Law. In addition, each director will continue to
be subject to liability for breach of the director's duty of loyalty to the
Registrant or its stockholders, for acts or omissions not in good faith or
involving intentional misconduct or knowing violations of law, for actions
leading to improper personal benefit to the director and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware Law. The provision also does not effect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.
In addition, the Registrant has entered into agreements to indemnify its
directors and certain of its officers in addition to the indemnification
provided for in the Certificate of Incorporation and Bylaws. These agreements
will, among other things, indemnify the Registrant's directors and certain of
its officers for certain expenses (including attorneys' fees), judgments, fines
and settlement amounts incurred by such person in any action or proceeding,
including any action by or in the right of the Registrant, on account of
services as a director or officer of the Registrant or as a director or officer
of any other company or enterprise that the person provides services to at the
request of the Registrant.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit Number Exhibit
4 Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 00-19291 on Form 8-A, as
amended, which is incorporated herein by reference pursuant to Item
3(c).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP - Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit
5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement
99.1 Restated 1988 Executive Stock Option Plan.
99.2* Form of Notice of Grant to be generally used under the Restated 1988
Executive Stock Option Plan.
99.3* Form of Stock Option Agreement to be generally used under the
Restated 1988 Executive Stock Option Plan.
99.4* Form of Addendum to Stock Option Agreement (Limited Stock
Appreciation Right).
99.5* Form of Addendum to Stock Option Agreement (Special Tax Elections).
99.6* Form of Addendum to Stock Option Agreement (Tandem Stock
Appreciation Right).
99.7* Form of Notice of Grant of Non-Employee Director Automatic Stock
Option generally to be used under the Restated 1988 Executive Stock
Option Plan.
99.8* Form of Non-Employee Director Automatic Stock Option Agreement
generally to be used under the Restated 1988 Executive Stock Option
Plan.
* Exhibits 99.2, 99.3, 99.4, 99.5, 99.6, 99.7, and 99.8 are incorporated by
reference to Exhibits 99.2, 99.3, 99.4, 99.5, 99.6, 99.7 and 99.8, respectively,
to Registrant's Registration Statement on Form S-8, File Number 33-94440, filed
with the SEC on July 10, 1995.
Item 9. Undertakings
A. The undersigned Registrant hereby undertakes: (1) to file,
during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement (i) to include any prospectus required
by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
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Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the Registrant's
Restated 1988 Executive Stock Option Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
1933 Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the 1933 Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Irvine, State of California, on this
12th day of November, 1996.
CORVEL CORPORATION
By: /s/ V. Gordon Clemons
-----------------------------------------------
V. Gordon Clemons
Chairman of the Board, Chief Executive Officer,
and President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of CorVel Corporation, a
Delaware corporation, do hereby constitute and appoint V. Gordon Clemons and
Richard J. Schweppe and each of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power
of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ V. Gordon Clemons Chairman of the Board, November 12, 1996
- ----------------------- Chief Executive Officer, and
V. Gordon Clemons President
(Principal Executive Officer)
/s/ Richard J. Schweppe Chief Financial Officer November 12, 1996
- ----------------------- and Assistant Secretary
Richard J. Schweppe (Principal Financial and
Accounting Officer)
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Signature Title Date
- --------- ----- ----
/s/ Thomas R. Brown Director November 12, 1996
- -----------------------
Thomas R. Brown
/s/ Peter E. Flynn Director November 12, 1996
- -----------------------
Peter E. Flynn
/s/ Steven J. Hamerslag Director November 12, 1996
- -----------------------
Steven J. Hamerslag
/s/ Jeffrey J. Michael Director November 12, 1996
- -----------------------
Jeffrey J. Michael
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EXHIBIT INDEX
Exhibit
Number Exhibit
------- -------
4 Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 00-19291 on Form 8-A, as
amended, which is incorporated herein by reference pursuant to Item
3(c).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP - Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit
5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement
99.1 Restated 1988 Executive Stock Option Plan.
99.2* Form of Notice of Grant to be generally used under the Restated 1988
Executive Stock Option Plan.
99.3* Form of Stock Option Agreement to be generally used under the
Restated 1988 Executive Stock Option Plan.
99.4* Form of Addendum to Stock Option Agreement (Limited Stock
Appreciation Right).
99.5* Form of Addendum to Stock Option Agreement (Special Tax Elections).
99.6* Form of Addendum to Stock Option Agreement (Tandem Stock
Appreciation Right).
99.7* Form of Notice of Grant of Non-Employee Director Automatic Stock
Option generally to be used under the Restated 1988 Executive Stock
Option Plan.
99.8* Form of Non-Employee Director Automatic Stock Option Agreement
generally to be used under the Restated 1988 Executive Stock Option
Plan.
* Exhibits 99.2, 99.3, 99.4, 99.5, 99.6, 99.7, and 99.8 are incorporated by
reference to Exhibits 99.2, 99.3, 99.4, 99.5, 99.6, 99.7 and 99.8, respectively,
to Registrant's Registration Statement on Form S-8, File Number 33- 94440, filed
with the SEC on July 10, 1995.