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Exhibit 10.1
FORM S-3 REGISTRATION AGREEMENT
THIS FORM S-3 REGISTRATION AGREEMENT (the "Agreement") is made and
entered into as of November 25, 1996 between and among CORVEL CORPORATION, a
Delaware corporation (the "Company"), and NORTH STAR UNIVERSAL, INC., a
Minnesota corporation ("North Star"), and ENSTAR INC., a Minnesota corporation
and wholly-owned subsidary of North Star (the "Selling Stockholder"), in
connection with the preparation and filing by the Company of a Form S-3
Registration Statement (the "Registration Statement") with the Securities and
Exchange Commission (the "SEC") for the offering from time to time of up to
200,000 shares (the "Shares") of Common Stock, $.0001 par value, of the Company
(the "Common Stock") to be sold by the Selling Stockholder.
Section 1. Selling Stockholder and North Star Representations.
The Selling Stockholder and North Star each hereby certify to the Company, for
the purpose of the registration of the Shares to be registered for the Selling
Stockholder's account, that the statements made below are true and correct.
(a) The Selling Stockholder is the beneficial owner, as defined in
Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as of the date hereof and as of effective date of the Registration
Statement, of the Shares as set forth under the caption "Selling Stockholder"
and "Sale of Shares" in the prospectus filed as part of the effective
Registration Statement (the "Prospectus").
(b) Each of the Selling Stockholder and North Star has reviewed
the statements contained under the headings "Selling Stockholder" and "Sale of
the Shares" in the Prospectus and in the second paragraph on page 1 of the
Prospectus and hereby confirms that such statements are true and correct as of
the date hereof and as of the effective date of the Registration Statement.
(c) Each of the Selling Stockholder and North Star understands
that the Selling Stockholder will be required to deliver a copy of the final
Prospectus provided by the Company in connection with each sale that the
Selling Stockholder may make of registered Shares.
(d) During such time as the Selling Stockholder may be attempting
to sell the registered Shares, neither the Selling Stockholder nor North Star
will bid for or purchase any of the Company's outstanding securities or attempt
to induce any person to purchase such securities, other than as permitted under
the Exchange Act, and rules promulgated thereunder, including, without
limitation, Rules 10b-6 and 10b-7, which provisions may limit the timing of
purchases and sales of the Company's Common Stock by Selling Stockholder or
North Star, or engage in any "stabilization" activity in connection with the
Company's outstanding securities.
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(e) The Selling Stockholder will not offer or sell the Shares in
any state unless the Shares have been registered or qualified for offer or sale
in such state or unless the offer or sale of the Shares is exempt from
registration or qualification in such state. Each of the Selling Stockholder
and North Star understands that the Company bears no responsibility for
registering or qualifying the Shares in any state.
(f) Each of the Selling Stockholder and North Star understands
that the Selling Stockholder, and any other person who participates with the
Selling Stockholder in the sale of the registered Shares, may be deemed to be
an "underwriter" as defined in the Securities Act of 1933, as amended (the
"Securities Act").
(g) Neither the Selling Stockholder nor North Star will make any
representation concerning the Company, or deliver any written materials to any
buyer of the registered Shares other than the prospectus provided by the
Company.
(h) Each of the Selling Stockholder and North Star will promptly
notify the Company if there is any change in any of the foregoing statements
prior to the time all of the registered Shares have been sold.
Section 2. Registration Expenses. The Selling Stockholder and
North Star jointly and severally shall, whether or not the Registration
Statement is declared effective, pay all of the costs and expenses of the
Company (in addition to all Selling Stockholder's costs) incident to the
preparation and filing of the Registration Statement, including, but not
limited to the fees and expenses of the Company's counsel, the fees and
expenses of the Company's accountants, and all other costs and expenses
incident to the preparation, printing and filing under the Securities Act of
the Registration Statement, and the costs incurred in connection with the
registration or qualification of the Shares under the laws of various
jurisdictions.
Section 3. Period of Effectiveness; Notice of Developments. The
Company shall keep the Registration Statement effective for 60 days after the
date of its effectiveness. The Company shall notify the Selling Stockholder
and North Star promptly, and (if requested) confirm such notice in writing, (i)
when the Prospectus or any prospectus supplement or post-effective amendment
has been filed, and, with respect to the Registration Statement or any
post-effective amendment, when the same has become effective, (ii) of any
request by the SEC or any other Federal or state governmental authority during
the period of effectiveness of the Registration Statement for amendments or
supplements to the Registration Statement or related Prospectus or for
additional information, (iii) of the issuance by the SEC or any other Federal
or state governmental authority of any stop order suspending the effectiveness
of the Registration Statement or the initiation of any proceedings for that
purpose, (iv) of the receipt by the Company of any notification with respect to
the suspension of the registration or qualification or exemption from
registration or qualification of any of the Shares for sale in any jurisdiction
or the initiation or threatening of any proceeding for such purpose, (v) of the
happening of any event which makes any statement made in the Registration
Statement or related Prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue in any material respect or which
requires the making
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of any changes in such Registration Statement, Prospectus or documents so that,
in the case of the Registration Statement, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, and
that in the case of the Prospectus, it will not contain any untrue statement of
a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and (vi) of the
Company's reasonable determination that a post-effective amendment to the
Registration Statement would be appropriate. The Selling Stockholder agrees
that, upon receipt of any notice from the Company of the happening of any event
of the kind described in clause (ii), (iii), (iv), (v) or (vi) above, the
Selling Stockholder will forthwith discontinue disposition of the Shares
covered by the applicable Registration Statement or Prospectus until the
Selling Stockholder's receipt of the copies of the supplemented or amended
Prospectus, or until it is advised in writing by the Company that the use of
the applicable Prospectus may be resumed, and has received copies of any
additional or supplemental filings that are incorporated or deemed to be
incorporated by reference in such Prospectus.
Section 4. Indemnification.
(a) The Company shall indemnify and hold harmless the Selling
Stockholder, each of its directors, each of its officers and each person, if
any, who controls the Selling Stockholder within the meaning of the Securities
Act, including, without limitation, North Star, against any losses, claims,
damages or liabilities (or actions in respect thereof) (collectively,
"Losses"), to which the Selling Stockholder, director, officer or controlling
person may become subject, under the Securities Act or otherwise, insofar as
such Losses are caused by any untrue statement or alleged untrue statement of
any material fact contained in the Registration Statement, the Prospectus
contained therein, or any amendment or supplement thereto, or arise out of or
are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
not misleading, and will reimburse any legal or other expenses reasonably
incurred by the Selling Stockholder in connection with investigating or
defending any such Losses; provided, however, that the Company will not be
liable in any such case to the Selling Stockholder or to North Star to the
extent that any such Losses arise out of or are based upon an untrue statement
or alleged untrue statement or omission or alleged omission so made in
conformity with written information furnished by the Selling Stockholder or
North Star specifically for use in the preparation thereof.
(b) Further, the Company shall not be liable to the Selling
Stockholder or North Star to the extent that any such Losses arise out of or
are based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any preliminary prospectus if either (A) (i) the
Selling Stockholder failed to send or deliver a copy of the Prospectus with or
prior to the delivery of written confirmation of the sale by the Selling
Stockholder of any Shares to the person asserting the claim from which such
Losses arise and (ii) the Prospectus would have completely corrected such
untrue statement or alleged untrue statement or such omission or alleged
omission; or (B) (x) such untrue statement or alleged
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untrue statement, omission or alleged omission is completely corrected in an
amendment or supplement to the Prospectus and (y) having previously been
furnished by or on behalf of the Company with copies of the Prospectus as so
amended or supplemented, the Selling Stockholder thereafter fails to deliver
such Prospectus as so amended or supplemented, prior to or concurrently with
the sale of any Shares to the person asserting the claim from which such Losses
arise.
(c) The Selling Stockholder and North Star shall indemnify and
hold harmless the Company, each of its directors, each of its officers who have
signed the Registration Statement, and each person, if any, who controls the
Company, within the meaning of the Securities Act, against any Losses to which
the Company, or any such director, officer or controlling person may become
subject under the Securities Act or otherwise, insofar as such Losses are
caused by any untrue or alleged untrue statement of any material fact contained
in the Registration Statement, the Prospectus contained therein or amendment or
amendments or supplement thereto, or arise out of or are based upon the
omission or the alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
and will reimburse any legal or other expenses reasonably incurred by the
Company or any such director, officer or controlling person in connection with
investigating or defending any such Losses; in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was so made in reliance upon and in conformity
with written information furnished by the Selling Stockholder or North Star for
use in the preparation thereof (including without limitation the information
referred to in Section 1(b) above).
(d) Promptly after receipt by an indemnified party pursuant hereto
of notice of any claim to which indemnity would apply or the commencement of
any action, such indemnified party will, if a claim thereof is to be made
against the indemnifying party pursuant hereto, notify the indemnifying party
of the commencement thereof; but the omission to so notify the indemnifying
party will not relieve it from any liability which it may have to any
indemnified party otherwise than hereunder. In case such action is brought
against any indemnified party, and it notifies the indemnifying party of the
commencement thereof, the indemnifying party will be entitled to participate
in, and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, assume the defense thereof, with counsel satisfactory
to such indemnified party.
Section 5. Notices. All notices, requests, demands and other
communications pertaining to the subject matter of this Agreement shall be in
writing and shall be deemed to be duly rendered upon personal delivery, one (1)
day after delivery to a reputable overnight courier, or five (5) days after
deposit in the United States mail, postage prepaid, registered or certified
mail with return receipt requested and addressed as follows, or as the other
party may hereafter designate to the other in writing:
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To Company: CorVel Corporation
1920 Main Street, Suite 1090
Irvine, California 92714
Attention: V. Gordon Clemons
To Selling Stockholder: ENStar Inc.
6479 City West Parkway
Eden Prairie, Minnesota 55344-3246
Attention: Peter E. Flynn
To North Star: North Star Universal, Inc.
6479 City West Parkway
Eden Prairie, Minnesota 55344-3246
Attention: Peter E. Flynn
Section 6. Attorneys' Fees. In the event of any dispute or
litigation arising out of or relating to the meaning, interpretation or breach
of this Agreement or, compliance or non-compliance with the terms of this
Agreement, the prevailing party or prevailing parties shall be entitled to
reasonable attorneys' fees and costs.
Section 7. Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of the successors, assigns, heirs,
executors and legal representatives of each of the parties hereto, but shall
not be assigned or delegated without the prior written consent of the other
party.
Section 8. Counterparts. This Agreement may be executed in one
or more counterparts, and all so executed shall constitute one agreement,
notwithstanding that each of the parties hereto are not signatory to the
original of the same counterpart of this Agreement.
Section 9. Governing Law. This Agreement has been executed and
shall be governed by and construed in accordance with the laws of the State of
Delaware.
Section 10. Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, void or unenforceable, the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the
parties shall negotiate in good faith to modify this Agreement and to preserve
each party's anticipated benefits under this Agreement.
Section 11. Entire Agreement. This Agreement constitutes the
entire agreement between the parties hereto, and supersedes all other prior
agreements and undertakings, both written and oral, between the parties, with
respect to the subject matter hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
THE COMPANY:
CORVEL CORPORATION
By: /s/ Richard J. Schweppe
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Title: Chief Financial Officer
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SELLING STOCKHOLDER:
ENSTAR INC.
By: /s/ Peter E. Flynn
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Title: Executive Vice President
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NORTH STAR UNIVERSAL, INC.:
By: /s/ Peter E. Flynn
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Title: Chief Financial Officer
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