CORVEL CORP false 0000874866 --12-31 0000874866 2024-12-24 2024-12-24

 

 

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): December 24, 2024

 

 

CORVEL CORPORATION

(Exact name of registrant as specified in charter)

 

 

 

Delaware   000-19291   33-0282651
(State or other jurisdiction
of incorporation)		  

(Commission

file number)

  

(IRS Employer

Identification No.)

 

5128 Apache Plume Road, Suite 400, Fort Worth, Texas   76109
(Address of principal executive offices)   (Zip code)

(817) 390-1416

(Registrant’s telephone number, including area code)

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:

 

  ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
symbol(s)

  

Name of each exchange
on which registered

Common Stock, par value $0.0001 per share   CRVL   The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously announced, on December 13, 2024, the board of directors (the “Board”) of CorVel Corporation (the “Company”) approved an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation (“the Charter Amendment”) to (i) effect a three-for-one forward stock split (the “Stock Split”) of the Company’s common stock, par value $0.0001 (“Common Stock”); and (ii) proportionately increase the number of authorized shares of Common Stock from 120,000,000 shares to 360,000,000 shares (the “Authorized Share Increase”). The Charter Amendment was filed with the Secretary of State of the State of Delaware on December 23, 2024, and became effective on December 24, 2024.

Upon the effectiveness of the Charter Amendment, every one share of Common Stock outstanding or held in treasury on December 23, 2024, the record date for the Stock Split, was automatically split into three shares of Common Stock. The additional shares of Common Stock were distributed on December 24, 2024. Trading began on a post-Stock Split adjusted basis at market open on December 26, 2024.

As a result of the Stock Split, the number of shares of Common Stock reserved for issuance under the Company’s equity incentive plans (including the Restated Omnibus Incentive Plan, as amended and restated, the 1991 Employee Stock Purchase Plan, as amended and restated, and the award agreements issued thereunder) and the number of shares underlying outstanding equity awards increased proportionately, and proportionate adjustments were made to the exercise price of outstanding stock options, as applicable.

The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is attached hereto as Exhibit 3.1, and incorporated herein by reference.

 

Item 8.01.

Other Events.

A copy of the press release announcing the effectiveness of the Charter Amendment is attached hereto as Exhibit 99.1. The information contained in Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. Such information shall not be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as otherwise expressly set forth by specific reference in such filing.

 

Item 9.01.

Financial Statements and Exhibits

 

  (d)

Exhibits

 

Exhibit No.    Description
3.1    Certificate of Amendment of Fourth Amended and Restated Certificate of Incorporation of CorVel Corporation
99.1    Press Release, dated December 24, 2024
104    Cover Page Interaction Data File, formatted in Inline XBRL

 

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.

 

    CORVEL CORPORATION
Dated: December 26, 2024     By:  

/s/ Richard Schweppe

    Name: Richard Schweppe
    Its: Secretary

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

FOURTH AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

CORVEL CORPORATION

CorVel Corporation, a corporation organized and existing under and by virtue of the Delaware General Corporation Law (the “Corporation”), does hereby certify:

FIRST: The name of the Corporation is CorVel Corporation.

SECOND: The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 16, 1991 under the name FORTIS Corporation.

THIRD: The Fourth Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) was filed with the Secretary of State of the State of Delaware on August 3, 2020.

FOURTH: The Board of Directors of the Corporation, acting in accordance with Section 141(f) and Section 242 of the Delaware General Corporation Law, duly adopted resolutions proposing and declaring advisable the following amendment to the Certificate of Incorporation, and authorizing the Corporation to execute and file with the Secretary of State of the State of Delaware this Certificate of Amendment of Fourth Amended and Restated Certificate of Incorporation (this “Certificate of Amendment”).

FIFTH: Upon the effectiveness of this Certificate of Amendment, Section 2 of Article IV of the Certificate of Incorporation is hereby amended to read in its entirety as follows:

“2. Common Stock. The total number of shares of Common Stock the Corporation shall have authority to issue is 360,000,000, with a par value of $0.0001 per share.

Effective upon the effectiveness of this Certificate of Amendment of Fourth Amended and Restated Certificate of Incorporation (this “Certificate of Amendment”) with the Secretary of State of the State of Delaware, every one (1) share of Common Stock outstanding, or held in treasury, shall automatically, without any further action by the Corporation or the stockholders thereof, be automatically subdivided and reclassified into three (3) shares of Common Stock outstanding, or held in treasury, as the case may be (the “Forward Stock Split”). Each certificate that immediately prior to the effectiveness of this Certificate of Amendment represented shares of Common Stock shall thereafter represent that number of shares of Common Stock represented by such certificate after adjusting for the effectiveness of the Forward Stock Split. The par value of the Common Stock shall remain $0.0001 per share. The Forward Stock Split shall apply to all shares of Common Stock.”

SIXTH: This Certificate of Amendment was duly adopted by the Board of Directors of the Corporation in accordance with the applicable provisions of Section 141(f) and Section 242 of the Delaware General Corporation Law. No meeting or vote of the Corporation’s stockholders was required to adopt the Certificate of Amendment pursuant to Section 242(d)(1) of the Delaware General Corporation Law.

SEVENTH: All other provisions of the Certificate of Incorporation shall remain in full force and effect.

EIGHTH: This Certificate of Amendment shall be effective as of December 24, 2024 at 9:30 a.m. Eastern Time.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer on December 23, 2024.

 

By:  

/s/ Michael G. Combs

  Michael G. Combs
  Chief Executive Officer and President

Exhibit 99.1

 

Date: December 24, 2024    CorVel Corporation
   5128 Apache Plume Road
   Suite 400
   Fort Worth, TX 76109
FOR IMMEDIATE RELEASE    Contact: Melissa Storan
   Phone: 949-851-1473
   www.corvel.com

CorVel Announces Effectiveness of Three-For-One Forward Stock Split

FORT WORTH, Texas, December 24, 2024 — CorVel Corporation (NASDAQ: CRVL) today announced the effectiveness of a three-for-one forward stock split, along with a proportionate increase in the number of authorized shares of its common stock to accommodate the stock split.

The Company filed an amendment to its Fourth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the stock split and proportionate increase in the number of authorized shares of its common stock. The amendment will be effective on December 24, 2024.

As a result of the stock split, every one share of common stock outstanding or held in treasury on December 23, 2024, the record date for the stock split, was split into three shares of common stock. The additional shares of common stock are expected to be distributed on December 24, 2024.

Trading is expected to begin on a post-stock split adjusted basis at market open on December 26, 2024.

Cautionary Note Regarding Forward-Looking Statements

This Press Release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, which statements are subject to considerable risks and uncertainties. Forward-looking statements include all statements other than statements of historical fact contained in this Press Release, including statements regarding the timing of the distribution of the additional shares and the timing of trading on a post-stock split basis. Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results to differ materially and adversely from those expressed, assumed, or implied by the forward-looking statements. Some of the risks and uncertainties that may cause actual results to materially differ from those expressed or implied by these forward-looking statements are described in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024, as well as in our Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission. Any forward-looking statement made in this press release is based only on information currently available to the Company and speaks only as of the date on which it is made. Except as required by applicable law or the listing rules of the Nasdaq Global Select Market, the Company expressly disclaims any intent or obligation to update any forward-looking statements, or to update the reasons actual results could differ materially from those expressed or implied by these forward-looking statements, whether to conform such statements to actual results or changes in expectations, or as a result of the availability of new information.

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Document and Entity Information
Dec. 24, 2024
Cover [Abstract]  
Entity Registrant Name CORVEL CORP
Amendment Flag false
Entity Central Index Key 0000874866
Current Fiscal Year End Date --12-31
Document Type 8-K
Document Period End Date Dec. 24, 2024
Entity Incorporation State Country Code DE
Entity File Number 000-19291
Entity Tax Identification Number 33-0282651
Entity Address, Address Line One 5128 Apache Plume Road
Entity Address, Address Line Two Suite 400
Entity Address, City or Town Fort Worth
Entity Address, State or Province TX
Entity Address, Postal Zip Code 76109
City Area Code (817)
Local Phone Number 390-1416
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $0.0001 per share
Trading Symbol CRVL
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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