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) May 26, 2006
CORVEL CORPORATION
(Exact Name of Registrant as Specified in Charter)
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DELAWARE
(State or Other Jurisdiction
of Incorporation)
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000-19291
(Commission
File Number)
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33-0282651
(IRS Employer
Identification No.) |
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2010 Main Street, Suite 600, Irvine, California
(Address of Principal Executive Offices)
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92614
(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:
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))
TABLE OF CONTENTS
Item 1.01. Entry Into a Material Definitive Agreement.
On May 26, 2006, CorVel Corporation (the “Company”) granted its Chief Financial Officer, Scott
McCloud, an option to purchase 1,000 shares of the Company’s common stock (the “Common Stock”)
under and pursuant to the terms of its Restated 1988 Executive Stock Option Plan and its option
agreement (the “Plan”). The option will vest based on the achievement of certain performance
criteria, approved by the Company’s Board of Directors and Compensation Committee, relating to
earnings growth. The exercise price was determined on the date of grant in accordance with the
terms established under the Plan.
The foregoing is a summary of the material terms of the option granted to Mr. McCloud. Such
summary does not purport to be complete and is qualified in its entirety by reference to the full
text of the option agreement, a copy of which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(a) Not Applicable.
(b) Not Applicable.
(c) Not Applicable.
(d) Exhibits.
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| Exhibit No. |
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Description of Exhibit |
10.1†
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Stock Option Agreement dated May 26, 2006 by and
between CorVel Corporation and Scott McCloud, providing for performance vesting. |
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Confidential treatment has been requested for certain confidential portions of this exhibit
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. In accordance with Rule 24b-2,
these confidential portions have been omitted from this exhibit and filed separately with the
Securities and Exchange Commission. |
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.
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CORVEL CORPORATION
(Registrant)
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| Dated: June 2, 2006 |
/s/ V. GORDON CLEMONS
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V. Gordon Clemons |
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Chief Executive Officer |
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