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As filed with the Securities and Exchange Commission on July 2, 1998
Registration No. 333-_______________
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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)
2010 MAIN STREET, SUITE 1020
IRVINE, CALIFORNIA 92614
(Address of principal executive offices) (Zip Code)
CORVEL CORPORATION
RESTATED 1988 EXECUTIVE STOCK OPTION PLAN
1991 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
V. GORDON CLEMONS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CORVEL CORPORATION
2010 MAIN STREET, SUITE 1020, IRVINE, CA 92614
(Name and address of agent for service)
(949) 851-1473
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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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:
Common Stock, $0.0001 par value 200,000 shares $39.00 $7,800,000 $2,301.00
1991 Employee Stock Purchase Plan:
Common Stock, $0.0001 par value 100,000 shares $39.00 $3,900,000 $1,150.50
Aggregate Registration Fee $3,451.50
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(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 or 1991 Employee Stock Purchase 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 June 30, 1998 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, 1998, filed with the SEC on June 29,
1998;
b. 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 remain available under Delaware Law.
In addition, each director will continue to be subject to liability for breach
of the
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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(b).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Auditors - Ernst & Young LLP.
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. (As Restated & Amended
through August 7, 1997).
99.2* Form of Notice of Grant.
99.3 Form of Stock Option Agreement.
99.4* Form of Notice of Grant of Non-Employee Director Automatic Stock Option.
99.5 Form of Non-Employee Director Automatic Stock Option Agreement.
99.6 Restated 1991 Employee Stock Purchase Plan. (As Restated & Amended
through August 7, 1997).
99.7* Form of 1991 Employee Stock Purchase Plan Enrollment/Change Form and
Stock Purchase Agreement.
* Exhibits 99.2, 99.4, and 99.7 are incorporated by reference to Exhibits 99.2,
99.7, and 99.10 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
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
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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 and/or 1991 Employee Stock Purchase 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
2nd day of July, 1998.
CORVEL CORPORATION
By: /s/ V. Gordon Clemons
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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, July 2, 1998
- ---------------------------- Chief Executive Officer, and
V. Gordon Clemons President
(Principal Executive Officer)
/s/ RICHARD J. SCHWEPPE Chief Financial Officer July 2, 1998
- ---------------------------- and Secretary
Richard J. Schweppe (Principal Financial and
Accounting Officer)
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Signature Title Date
- --------- ----- ----
/s/ PETER E. FLYNN Director July 2, 1998
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Peter E. Flynn
Director
- ----------------------------
Steven J. Hamerslag
/s/ R. JUDD JESSUP Director July 2, 1998
- ----------------------------
R. Judd Jessup
/s/ JEFFREY J. MICHAEL Director July 2, 1998
- ----------------------------
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(b).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Auditors - Ernst & Young LLP.
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. (As Restated & Amended
through August 7, 1997).
99.2* Form of Notice of Grant.
99.3 Form of Stock Option Agreement.
99.4* Form of Notice of Grant of Non-Employee Director Automatic Stock Option.
99.5 Form of Non-Employee Director Automatic Stock Option Agreement.
99.6 Restated 1991 Employee Stock Purchase Plan. (As Restated & Amended
through August 7, 1997).
99.7* Form of 1991 Employee Stock Purchase Plan Enrollment/Change Form and
Stock Purchase Agreement.
* Exhibits 99.2, 99.4, and 99.7 are incorporated by reference to Exhibits 99.2,
99.7, and 99.10 respectively, to Registrant's Registration Statement on Form
S-8, File Number 33-94440, filed with the SEC on July 10, 1995.