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)

October 29, 2004

 

 

Copart, Inc.

(Exact name of registrant as specified in its charter)

 

 

4665 Business Center Drive
Fairfield, California 94534

(Address of Principal Executive Offices, including Zip Code)

 

(707) 639-5000

(Registrant’s telephone number, including area code)

 

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 (see General Instruction A.2. below):

 

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))

 

 

Section 1 – Registrant’s Business and Operations

 

Item 1.01    Entry into a Material Definitive Agreement.

 

On November 1, 2004, the Board of Directors of Copart, Inc. (the “Company”) approved the amendment of a stock option agreement dated October 6, 2003 between the Company and Marvin L. Schmidt, in connection with Mr. Schmidt’s resignation as a director of the Board of Directors of the Company.

 

The terms of the amendment provide for the full acceleration of vesting of 10,000 shares of the Company’s Common Stock that were previously unvested, and the extension of the exercise date for those options and Mr. Schmidt's other fully vested options to acquire an additional 10,000 shares of the Company's Common Stock to October 27, 2006.

 

Section 5 – Corporate Governance and Management

 

Item 5.02.   Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

(b)           Resignation of Director

 

Mr. Schmidt, who had served as a member of the Board of Directors of the Company since 1993, resigned as a director effective October 29, 2004.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01    Financial Statements and Exhibits

 

(c)           Exhibits

 

Exhibit		Description
10.12		Amendment No. 1 dated November 1, 2004, to Stock Option Agreement dated as of October 6, 2003 between the Company and Marvin L. Schmidt

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

		Copart, Inc.
	By:	/s/ William E. Franklin
		William E. Franklin  Senior Vice President and  Chief Financial Officer
Date:  November 1, 2004

 

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Exhibit Index

 

Exhibit Number		Exhibit Title
10.12		Amendment No. 1 dated November 1, 2004, to Stock Option Agreement dated as of October 6, 2003 between the Company and Marvin L. Schmidt

 

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