UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 15, 2006
CorVel Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 0-19291
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33-0282651 |
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| (Commission File Number)
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(IRS Employer 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) |
(949) 851-1473
(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:
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 December 15, 2006, CorVel EnterpriseComp, Inc., a wholly-owned subsidiary of CorVel
Corporation (the “Company”), entered into an Asset Purchase Agreement with Hazelrigg Risk
Management Services, Inc. and its affiliated companies, Comp Care, Inc. and Medical Auditing
Services, Inc. (collectively, the “Sellers”), and Arlene Hazelrigg, the individual shareholder of
the Sellers, pursuant to which the Company’s subsidiary has agreed to acquire all of the assets and
goodwill of the Sellers, other than certain excluded assets, and to assume certain contract
obligations of Sellers, for an initial cash payment of $12 million to the Sellers and Ms. Hazelrigg, (the “Acquisition”). The Sellers also
have the potential to receive up to an additional $2.5 million in a cash earnout based upon the
revenue collected by the Sellers’ business during the one-year period after consummation of the
Acquisition, which earnout may be accelerated based upon the occurrence of certain post-Acquisition
events. The Company expects that the Acquisition will
be completed during the fiscal quarter ending March 31, 2007, subject to the satisfaction or waiver
of certain conditions, which, if not met, may give rise to a right to terminate the Asset
Purchase Agreement. This description of the Asset Purchase Agreement and the
related transactions is qualified in its entirety by reference to the definitive Asset Purchase
Agreement, a copy of which will be attached to the Company’s Form 10-Q for the fiscal quarter
ending December 31, 2006.
On December 20, 2006, the Company issued a press release announcing the transaction described
above, a copy of which is attached hereto as Exhibit 99.1.
The Company expects to finance the consideration for the transaction described above using
available cash on hand. There are no material relationships between the Sellers, or Ms. Hazelrigg,
and the Company, or any of its affiliates, other than the Company recently began bill review
services for the Sellers which generated an immaterial amount of revenue for the Company for the
quarter ending December 31, 2006.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This report contains forward-looking statements. Forward-looking statements can often be
identified by words such as “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,”
“seeks,” “estimates,” “may,” “will,” “should,” “would,” “could,” “potential,” “continue,”
“ongoing,” similar expressions, and variations or negatives of these words. These forward-looking
statements are based on the Company’s current expectations, estimates and projections about its
industry, management’s beliefs, and certain assumptions made by the Company, all of which are
subject to change. These forward-looking statements are not guarantees of future results and are
subject to risks, uncertainties and assumptions that could cause the Company’s actual results to
differ materially and adversely from those expressed in any forward-looking statement.
The risks and uncertainties referred to above include, but are not limited to, risks
associated with the Company’s ability to consummate the Acquisition, the Company’s ability to
retain the Sellers’ existing customers and to market the Sellers’ services to new customers, the
speed, quality and cost of the Company’s efforts to integrate the Sellers’ business with the
Company’s business, and the Company’s ability to retain and motivate the Sellers’ employees and
consultants. Further information on potential factors that could affect the Company’s financial
results is included in the Company’s annual report on Form 10-K, quarterly reports on Form 10-Q and
current reports on Form 8-K filed with the Securities and Exchange Commission. The forward-looking
statements in this report speak only as of the date they are made. The Company undertakes no
obligation to revise or update publicly any forward-looking statement for any reason.
Item 2.03. Creation of a Direct 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
(d) Exhibits
The following exhibit is filed herewith:
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Description |
99.1
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Press release dated December 20, 2006 |
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