Copart (CPRT) 10-K/A risk factor changes: FY2011 vs FY2009

10-K/A 1 d28716.htm 10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

ANNUAL REPORTS PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

| \[X\] | | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: July 31, 2011 |

| --- | --- | --- |

OR

| \[ \] | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 0-23255 |

| --- | --- | --- |

Copart, Inc.

(Exact name of registrant as specified in its charter)

| California | | | | 94-2867490 | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| _(State or other jurisdiction of incorporation or organization)_ | | | | _(I.R.S. Employer Identification Number)_ | | | |

| 4665 Business Center Drive Fairfield, California _(Address of principal executive offices)_ | | | | 94534 _(Zip code)_ | | | |

| Registrant’s telephone number, including area code: (707) 639-5000 Securities registered pursuant to Section 12(b) of the Act: | | | | | | | |

| Title of Each Class | | | | Name of each exchange on which registered | | |

| --- | --- | --- | --- | --- | --- | --- |

| Common Stock, no par value (Including associated Preferred Stock Rights) | | | | The NASDAQ Stock Market LLC (NASDAQ Global Select Market) | | |

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes \[X\] No \[ \]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes \[ \] No \[X\]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes \[X\] No \[ \]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes \[X\] No \[ \]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

\[ \]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

10-K/A 1 a09-37049_110ka.htm 10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K/A

(Amendment No. 1)

ANNUAL REPORTS PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Mark One)

| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

| --- | --- |

For the fiscal year ended: July 31, 2009

OR

| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

| --- | --- |

For the transition period from to

Commission file number 0-23255

Copart, Inc.

(Exact name of registrant as specified in its charter)

| California | | 94-2867490 |

| --- | --- | --- |

| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |

| | | |

| 4665 Business Center Drive Fairfield, California | | 94534 |

| (Address of principal executive offices) | | (Zip code) |

Registrant’s telephone number, including area code:

(707) 639-5000

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

| Title of Each Class | | Name of each exchange on which registered |

| --- | --- | --- |

| Common Stock, no par value (Including associated Preferred Stock Rights) | | The NASDAQ Stock Market LLC (NASDAQ Global Select Market) |

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No o

(a) Documents filed as part of this report.

(1) Not applicable

(2) Not applicable

(3) The following exhibits are filed as part of this Form 10-K/A, and this list includes the Exhibit Index.

| Exhibit | | | | Incorporated by reference herein | | |

| --- | --- | --- | --- | --- | --- | --- |

| Number | | Description | | Form | | Date |

| | | | | | | |

| 3.1 | | Amended and restated Articles of Incorporation | | Annual Report on Form 10-K, (File No. 000-23254), Exhibit No. 3.1 | | October 26, 2000 |

| | | | | | | |

| 3.1b | | Certificate of Amendment of Articles of Incorporation | | Annual Report on Form 10-K (File No. 000-23254), Exhibit No. 3.1b | | October 26, 2000 |

| | | | | | | |

| 3.2 | | Amended and Restated Bylaws of Registrant | | Annual Report on Form 10-K, Exhibit No. 3.2 | | October 21, 1995 |

| | | | | | | |

| 3.2b | | Certificate of Amendment of Bylaws | | Quarterly Report on Form 10-Q (File No. 000-23255), Exhibit No. 3.4 | | December 15, 2003 |

| | | | | | | |

| 3.2c | | Certificate of Amendment of Bylaws | | Annual Report on Form 10-K (File No. 000-23255), Exhibit No. 3.2b | | October 14, 2004 |

| | | | | | | |

| 3.2d | | Amendment to Section 3.2 to the Bylaws of Copart, Inc. effective as of January 13, 2009 | | Current Report on Form 8-K (File No. 000-23255), Exhibit No. 3.1 | | December 5, 2008 |

| | | | | | | |

| 3.3 | | Certificate of Determination of Rights, Preferences and Privileges of Series A Participating Preferred Stock of Copart, Inc. | | 8/A-12/G (File No. 000-23255), Exhibit No. 3.3 | | March 11, 2003 |

| | | | | | | |

| 4.1 | | Preferred Stock Rights Agreement, dates as of March 6, 2003, between the company and Equiserve Trust Company N.A., including the Certificate of Determination, the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B and C, respectively | | 8/A-12/G (File No. 000-23255), Exhibit No. 4.1 | | March 11, 2003 |

| | | | | | | |

| 10.1* | | Copart Inc. 1992 Stock Option Plan, as amended, and form of stock option agreement | | Registration Statement on Form S-8 (File No. 333-93887), Exhibit No. 10.1 | | December 30, 1999 |

| | | | | | | |

| 10.2* | | 1994 Employee Stock Purchase Plan (as amended December 8, 2003) with form of subscription agreement | | Registration Statement on Form S-8 (File No. 333-112597), Exhibit No. 4.1 | | February 6, 2004 |

| | | | | | | |

| 10.3* | | 1994 Director Option Plan with form of subscription agreement | | Registration Statement on Form S-1 (File No. 33-74250) | | January 19, 1994 |

| | | | | | | |

| 10.4* | | Copart Inc. 2001 Stock Option Plan | | Registration Statement on Form S-8 (File No. 333-90612), Exhibit No. 4.1 | | June 17, 2002 |

| 10.5* | | Form of Indemnification Agreement signed by executive officers and directors | | Annual Report on Form 10-K (File No. 000-23254), Exhibit No. 10.5 | | October 29, 2002 |

| --- | --- | --- | --- | --- | --- | --- |

| | | | | | | |

| 10.6 | | General lease dated as of December 29, 1997 between Robert Arthur Gomes and Robert Paul Gomes and Copart of Connecticut, Inc. | | Annual Report on Form 10-K (File No. 000-23254), Exhibit No. 10.6 | | October 29, 2002 |

| | | | | | | |

| 10.7 | | Standard Industrial/Commercial single tenant lease-net dated December 23, 1998 between Wickland Oil Martinez and the Registrant | | Annual Report on Form 10-K (File No. 000-23254), Exhibit No. 10.7 | | October 29, 2002 |

| | | | | | | |

| 10.10* | | Copart Inc. 2007 Equity Incentive Plan (2007 EIP) | | Registration Statement on Form S-8 (File No. 333-148506), Exhibit No. 4.1 | | January 7, 2008 |

| | | | | | | |