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) June 7, 2010
CORVEL CORPORATION
(Exact Name of Registrant as Specified in Charter)
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| DELAWARE
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000-19291
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33-0282651 |
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| (State or Other Jurisdiction
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(Commission
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(IRS Employer |
| of Incorporation)
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File Number)
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Identification No.) |
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| 2010 Main Street, Suite 600, Irvine, California
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92614 |
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| (Address of Principal Executive Offices)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 1.01. Entry Into a Material Definitive Agreement.
On June 2, 2010, CorVel Corporation (the “Company”) entered into a First Amendment to Credit
Agreement (the “Credit Agreement Amendment”) dated June 2, 2010, which amends the Credit Agreement
dated May 28, 2009 (the “Credit Agreement”), and an unsecured Revolving Line of Credit Note (the
“Note”) dated June 2, 2010 with Wells Fargo Bank, National Association (“Wells Fargo”), pursuant to
which the Company renewed its $10.0 million revolving credit facility (the “Credit Facility”) for
general working capital requirements. Borrowings under the Credit Facility, as amended, bear
interest, at the Company’s option, at a fixed LIBOR-based rate plus 1.50% or at a fluctuating rate
determined by the financial institution to be 1.50% above the daily one-month LIBOR rate. The loan
covenants require the Company to maintain the current assets to liabilities ratio of at least
1.25:1, debt to tangible net worth not greater than 1.25:1 and have positive net income. The other
material terms of the Credit Facility were previously disclosed by the Company in its Current
Report on Form 8-K filed with the Securities and Exchange Commission on June 4, 2009. There are no
outstanding revolving loans as of the date hereof, but letters of credit in the aggregate amount of
$6.3 million have been issued that do not reduce the amount of
borrowings available under the Credit Facility. The renewed Credit Facility expires on September
1, 2011.
The foregoing is a summary of the material terms of the Credit Agreement Amendment and the
Note. Such summary does not purport to be complete and is qualified in its entirety by reference
to the full text of the Credit Agreement Amendment and the Note, copies of which are attached
hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by
reference into this Item 2.03.
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 |
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10.1
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First Amendment to Credit Agreement dated June 2, 2010 by and between CorVel
Corporation and Wells Fargo Bank, National Association. |
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10.2
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Revolving Line of Credit Note dated June 2, 2010 by CorVel Corporation in favor of
Wells Fargo Bank, National Association. |