Attached files
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8-K - FORM 8-K - CORVEL CORP | a59968e8vk.htm |
EX-10.1 - EX-10.1 - CORVEL CORP | a59968exv10w1.htm |
Exhibit 3.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CORVEL CORPORATION
CERTIFICATE OF INCORPORATION
OF
CORVEL CORPORATION
CorVel Corporation, a corporation organized and existing under the General Corporation Law of
the State of Delaware does hereby certify:
FIRST: The original Certificate of Incorporation of FORTIS Corporation (later renamed CorVel
Corporation) was filed with the Secretary of State of Delaware on May 16, 1991.
SECOND: The Amended and Restated Certificate of Incorporation of CorVel Corporation in the
form attached hereto as Exhibit A has been duly adopted in accordance with the provisions of
Sections 245 and 242 of the General Corporation Law of the State of Delaware by the directors and
stockholders of the Corporation.
THIRD: The Amended and Restated Certificate of Incorporation so adopted reads in full as set
forth in Exhibit A attached hereto and is hereby incorporated herein by reference.
IN WITNESS WHEREOF, CorVel Corporation has caused this Certificate to be signed by the
President and the Secretary this 10th day of August, 2011.
CORVEL CORPORATION |
||||
By: | /s/ Daniel J. Starck | |||
Daniel J. Stack | ||||
Chief Executive Officer & President | ||||
ATTEST: |
||||
By: | /s/ Richard Schweppe | |||
Richard Schweppe | ||||
Secretary | ||||
Exhibit A
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CORVEL CORPORATION
CERTIFICATE OF INCORPORATION
OF
CORVEL CORPORATION
ARTICLE I NAME
The name of the corporation is CorVel Corporation (hereinafter, the Corporation).
ARTICLE II REGISTERED AGENT
The address of the Corporations registered office in the State of Delaware is 2711
Centerville Road, Suite 400, in the City of Wilmington, County of New Castle. The name of the
Corporations registered agent at such address is The Prentice-Hall Corporation System, Inc.
ARTICLE III PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the Delaware General Corporation Law.
ARTICLE IV STOCK
1. Classes. The Corporation is authorized to issue two classes of shares to be
designated Preferred Stock and Common Stock, respectively.
2. Common Stock. The total number of shares of Common Stock the Corporation shall
have authority to issue is 120,000,000, with a par value of $0.0001 per share.
3. Preferred Stock. The total number of shares of Preferred Stock the Corporation
shall have authority to issue is 1,000,000, with a par value of $0.0001 per share. The Preferred
Stock authorized by this Certificate of Incorporation may be issued from time to time in series.
The Board of Directors, acting by the affirmative vote of all directors then in office, is hereby
authorized to fix or alter the voting powers, designations, preferences and relative,
participating, optional or other special rights, and qualifications, limitations or restrictions
granted to or imposed upon additional series of Preferred Stock, and the number of shares
constituting any such series and the designation thereof, or of any of them. Subject to compliance
with applicable protective voting rights which have been or may be granted to the Preferred Stock
or series thereof in Certificates of Designations or this Certificate of Incorporation (Protective
Provisions), but notwithstanding any other rights of the Preferred Stock or any series thereof,
the rights, preferences, privileges, and restrictions of any such additional series may be
subordinated to, pari passu with (including, without limitation, inclusion in provisions with
respect to liquidation and acquisition preferences, redemption and/or
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approval of matters by vote or written consent), or senior to any of those of any present or
future class or series of Preferred or Common Stock. Subject to compliance with applicable
Protective Provisions, the Board of Directors is also authorized to increase or decrease the number
of shares of any series, prior or subsequent to the issue of that series, but not below the number
of shares of such series then outstanding. In case the number of shares of any series shall be so
decreased, the shares constituting such decrease shall resume the status which they had prior to
the adoption of the resolution originally fixing the number of shares of such series.
ARTICLE V SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
1. Designation and Amount. The shares of this series of Preferred Stock shall be
designated as Series A Junior Participating Preferred Stock (the Series A Preferred Stock) and
the number of shares initially constituting the Series A Preferred Stock shall be 200,000. Such
number of shares may be increased or decreased by resolution of the Board of Directors; provided,
that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less
than the number of shares then outstanding plus the number of shares reserved for issuance upon the
exercise of outstanding options, rights or warrants or upon the conversion of any outstanding
securities issued by the Corporation convertible into Series A Preferred Stock.
2. Dividends and Distributions.
(A) Subject to the rights of the holders of any shares of any series of Preferred Stock (or
any similar stock) ranking prior and superior to the Series A Preferred Stock with respect to
dividends, the holders of shares of Series A Preferred Stock, in preference to the holders of
shares of the Common Stock, and of any other junior stock, shall be entitled to receive, when, as
and if declared by the Board of Directors out of funds legally available for the purpose, quarterly
dividends payable in cash on the last day of March, June, September and December in each year (each
such date being referred to herein as a Quarterly Dividend Payment Date), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of
Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (i) $1.00 in cash, or (ii) subject to the provision for adjustment hereinafter set forth, 100
times the aggregate per share amount of all cash dividends, and 100 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend
payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date,
since the first issuance of any share or fraction of a share of Series A Preferred Stock. In the
event the Corporation shall at any time after February 28, 1997 (the Declaration Date), declare
or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision
or combination of the outstanding shares of Common Stock (by reclassification or otherwise) into a
greater or lesser number of shares of Common Stock, then in each such case the amount to which
holders of shares of Series A Preferred Stock were entitled immediately prior to such event under
the preceding subclause (ii) shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were outstanding
immediately prior to such event.
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(B) The Corporation shall declare a dividend or distribution on the Series A Preferred Stock
as provided in paragraph (A) of this Section 2 immediately after it declares a dividend or
distribution on the Common Stock (other than a dividend payable in shares of Common Stock);
provided that, if no dividend or distribution shall have been declared on the Common Stock during
the period between any Quarterly Dividend Payment Date and the next succeeding Quarterly Dividend
Payment Date, a dividend of $1.00 per share payable in cash on the Series A Preferred Stock shall
nevertheless accrue and be cumulative on the outstanding shares of Series A Preferred Stock as
provided in (C) of this Section 2.
(C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A
Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such
shares, unless the date of issue of such shares is prior to the record date for the first Quarterly
Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date
of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a
date after the record date for the determination of holders of shares of Series A Preferred Stock
entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either
of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares
of Series A Preferred Stock in an amount less than the total amount of such dividends at the time
accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all
such shares at the time outstanding. The Board of Directors may fix a record date for the
determination of holders of shares of Series A Preferred Stock entitled to receive payment of a
dividend or distribution declared thereon, which record date shall be not more than 60 days prior
to the date fixed for the payment thereof.
3. Voting Rights. The holders of shares of Series A Preferred Stock shall have the
following voting rights:
(A) Subject to the provision for adjustment hereinafter set forth, each share of Series A
Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of
the stockholders of the Corporation. In the event the Corporation shall at any time after the
Declaration Date declare or pay any dividend on the Common Stock payable in shares of Common Stock,
or effect a subdivision or combination of the outstanding shares of Common Stock (by
reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in
each such case the number of votes per share to which holders of shares of Series A Preferred Stock
were entitled immediately prior to such event shall be adjusted by multiplying such number by a
fraction, the numerator of which is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(B) Except as otherwise provided herein, in any other Certificate of Designations creating a
series of Preferred Stock or any similar stock, or by law, the holders of shares of Series A
Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all
matters submitted to a vote of stockholders of the Corporation.
(C) Except as set forth herein, or as otherwise provided by law, holders of Series A Preferred
Stock shall have no special voting rights and their consent shall not be
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required (except to the extent they are entitled to vote with holders of Common Stock as set
forth herein) for taking any corporate action.
4. Certain Restrictions.
(A) The Corporation shall not declare any dividend on, make any distribution on, or redeem or
purchase or otherwise acquire for consideration any shares of Common Stock after the first issuance
of a share or fraction of a share of Series A Preferred Stock unless concurrently therewith it
shall declare a dividend on the Series A Preferred Stock as required by Section 2 of this Article.
(B) Whenever quarterly dividends or other dividends or distributions payable on the Series A
Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends, or make any other distributions, on any shares of stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock;
(ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking
on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series
A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such
parity stock on which dividends are payable or in arrears in proportion to the total amounts to
which the holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of any stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A
Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise
acquire shares of any such junior stock in exchange for shares of any stock of the Corporation
ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the
Series A Preferred Stock; or
(iv) redeem or purchase or otherwise acquire for consideration any shares of Series A
Preferred Stock, or any shares of stock ranking on a parity with the Series A Preferred Stock,
except in accordance with a purchase offer made in writing or by publication (as determined by the
Board of Directors) to all holders of such shares upon such terms as the Board of Directors, after
consideration of the respective annual dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good faith will result in fair and equitable
treatment among the respective series or classes.
(C) The Corporation shall not permit any subsidiary of the Corporation to purchase or
otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation
could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such
time and in such manner.
5. Reacquired Shares. Any shares of Series A Preferred Stock purchased or otherwise
acquired by the Corporation in any manner whatsoever shall be retired and cancelled
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promptly after the acquisition thereof. All such shares shall upon their cancellation become
authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of
Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the
Certificate of Incorporation, or in any other Certificate of Designations creating a series of
Preferred Stock or any similar stock or as otherwise required by law.
6. Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or
winding up of the Corporation, no distribution shall be made (A) to the holders of shares of stock
ranking junior (either as to dividends or as to amounts payable upon liquidation, dissolution or
winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series
A Preferred Stock shall have received an amount per share (rounded to the nearest cent) equal to
the greater of (i) $100 per share, plus an amount equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the date of such payment, or (ii) an aggregate
amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times
the aggregate amount to be distributed per share to holders of shares of Common Stock, plus an
amount equal to accrued and unpaid dividends and distributions on the Series A Preferred Stock
whether or not declared, to the date of such payment or (B) to the holders of shares of stock
ranking on a parity (either as to dividends or as to amounts payable upon liquidation, dissolution
or winding up) with the Series A Preferred Stock, except distributions made ratably on the Series A
Preferred Stock and all such parity stock in proportion to the total amounts to which the holders
of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the
Corporation shall at any time declare or pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of
Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common
Stock, then in each such case the aggregate amount to which holders of shares of Series A Preferred
Stock were entitled immediately prior to such event under the proviso in clause (A)(ii) of the
preceding sentence shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were outstanding immediately
prior to such event.
7. Consolidation, Merger, etc. In case the Corporation shall enter into any
consolidation, merger, combination or other transaction in which the shares of Common Stock are
exchanged for or changed into other stock or securities, cash and/or any other property, then in
any such case each share of Series A Preferred Stock shall at the same time be similarly exchanged
or changed into an amount per share, subject to the provision for adjustment hereinafter set forth,
equal to 100 times the aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share of Common Stock is
changed or exchanged. In the event the Corporation shall at any time declare after the Declaration
Date or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination of the outstanding shares of Common Stock (by reclassification or
otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the
amount set forth in the preceding sentence with respect to the exchange or change of shares of
Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator
of which is the number of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were outstanding immediately
prior to such event.
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8. No Redemption. The shares of Series A Preferred Stock shall not be redeemable.
9. Rank. The Series A Preferred Stock shall rank, with respect to the payment of
dividends and the distribution of assets, junior to all series of any other class of the
Corporations Preferred Stock, unless the terms of such series shall provide otherwise.
10. Amendment. This Certificate of Incorporation shall not be amended in any manner
which would materially alter or change the powers, preferences or special rights of the Series A
Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at
least a majority of the outstanding shares of Series A Preferred Stock, voting together as a single
class.
11. Fractional Shares. Series A Preferred Stock may be issued in fractions of a share
which shall entitle the holder, in proportion to such holders fractional shares, to exercise
voting rights, receive dividends, participate in distributions and to have the benefit of all other
rights of holders of Series A Preferred Stock.
ARTICLE VI AMENDMENT OF BYLAWS
In furtherance and not in limitation of the powers conferred by statute, the Board of
Directors is expressly authorized to make, repeal, alter, amend and rescind from time to time any
or all of the Amended and Restated Bylaws of the Corporation (the Bylaws); provided, however, any
Bylaw amendment adopted by the Board of Directors increasing or reducing the authorized number of
directors or amending, repealing, altering or rescinding Section 4 of Article II, Section 6 of
Article III, or Section 7 of Article III of the Bylaws shall require a resolution adopted by the
affirmative vote of all of the directors then in office. Notwithstanding anything contained in
this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least
sixty-six and two-thirds percent (66 2/3%) of the outstanding shares entitled to vote, voting
together as a single class, shall be required to alter, amend or repeal any or all of the Bylaws.
ARTICLE VII DIRECTORS
1. Number. The number of directors of the Corporation shall be fixed from time to
time by a Bylaw or amendment thereof duly adopted by the affirmative vote of all of the directors
then in office or by the vote of not less than the holders of a majority of the outstanding stock
of the Corporation entitled to vote thereon.
2. Vacancies. Except as provided by applicable law, the Board of Directors shall have
the exclusive power and authority to fill any vacancies or any newly created directorships on the
Board of Directors upon a vote of the majority of the remaining or existing members of the Board of
Directors and the stockholders shall have no right to fill such vacancies except that in the event
a director is removed by the stockholders for cause, or without cause with the consent of the
holders of a majority of the outstanding stock entitled to vote for the election of directors, the
stockholders shall be entitled to fill the vacancy created as a result of such removal. A director
who is appointed by the Board of Directors to fill a vacancy shall serve for the remainder of the
term of the vacated directorship that he is filling.
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3. Term. All directors shall serve for a term ending on the next annual meeting. The
foregoing notwithstanding, each director shall serve until his successor shall have been duly
elected and qualified, unless he shall resign, become disqualified, disabled or shall otherwise be
removed.
4. Removal. Any director or the entire Board of Directors may be removed, with or
without cause, by the vote of not less than a majority of the outstanding stock of the Corporation
entitled to vote for the election of directors.
ARTICLE VIII ELECTIONS
Elections of directors need not be by written ballot unless the Bylaws shall so provide.
ARTICLE IX STOCKHOLDER MEETINGS
Meetings of the stockholders may be held within or without the State of Delaware as the Bylaws
may provide. The books of the Corporation may be kept (subject to any provision contained in the
statutes) outside the State of Delaware at such place or places as may be designated from time to
time by the Board of Directors or in the Bylaws. Stockholders of the Corporation shall take action
only by meetings held pursuant to this Certificate of Incorporation and the Bylaws.
ARTICLE X LIMITATION ON LIABILITY
A director of the Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director, except for liability
(1) for any breach of the directors duty of loyalty to the Corporation or its stockholders, (2)
for acts or omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (3) under Section 174 of the Delaware General Corporation Law, or (4) for any
transaction from which the director derived any improper personal benefit. The foregoing sentence
notwithstanding, if the Delaware General Corporation Law is hereafter amended to authorize, with
the approval of a Corporations stockholders, further reductions in the liability of the
Corporations directors for breach of fiduciary duty, then a director of the Corporation shall not
be liable for any such breach to the fullest extent permitted by the Delaware General Corporation
Law as so amended. Any repeal or modification of the foregoing provisions of this Article by the
stockholders of the Corporation shall not adversely affect any right or protection of a director of
the Corporation existing at the time of such repeal or modification.
ARTICLE XI AMENDMENT OF CERTIFICATE OF INCORPORATION
The Corporation reserves the right to amend, change or repeal any provision contained in this
Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights
conferred on stockholders herein are granted subject to this reservation. Notwithstanding anything
contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders
of at least sixty-six and two-thirds percent (66 2/3%) of the outstanding shares entitled to vote,
voting together as a single class, shall be required to alter, amend or repeal Article VI,
Article IX, and this Article XI.
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