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**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

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**Form 10-K/A**

**(AmendmentNo. 1)**

 

**ANNUALREPORTS PURSUANT TO SECTION 13 OR 15(d)**

**OF THESECURITIES 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              **

 

**Commissionfile 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 telephonenumber, including area code:

**(707) 639-5000**

 

Securitiesregistered 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 registeredpursuant to Section 12(g) of the Act:**None**

 

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Indicate by check mark ifthe registrant is a well-known seasoned issuer, as defined in Rule 405 ofthe Securities Act. Yes x No o

 

Indicate by check mark ifthe registrant is not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act. Yes o No x

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirements forthe past 90 days. Yes x  No o

 

Indicate by check markwhether the registrant has submitted electronically and posted on its corporateWeb site, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T during the preceding 12months (or for such shorter period that the registrant was required to submitand post such files). Yes o  Noo

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to thebest of registrant’s knowledge, in definitive proxy or information statements incorporatedby reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See the definitions of “largeaccelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act (check one):

 

| Large Accelerated Filer x                |   | Accelerated Filer o         |
|-----------------------------------------------|--------|----------------------------------|
|                                          |   |                             |
| Non-Accelerated Filer o                  |   | Smaller Reporting Company o |
| (Do not check if a smaller reporting company) |   |                             |

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act). Yes o No x

 

The aggregate market valueof the voting and non-voting Common Stock held by non-affiliates of theregistrant as of January 31, 2009 (the last business day of the registrant’smost recently completed second fiscal quarter) was $ 1,576,240,787 based uponthe closing sales price reported for such date on the NASDAQ Global SelectMarket (formerly the NASDAQ National Market). For purposes of this disclosure,shares of Common Stock held by persons who hold more than 5% of the outstandingshares of Common Stock and shares held by officers and directors of theregistrant have been excluded in that such persons may be deemed to beaffiliates. This determination of affiliate status is not necessarilyconclusive for other purposes.

 

At December 29, 2009,registrant had 84,150,156 outstanding shares of Common Stock.

 

**DOCUMENTSINCORPORATED BY REFERENCE**

 

None.

 

 

 

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**EXPLANATORYNOTE**

 

This Amendment No. 1 onForm 10-K/A (“Form 10-K/A”) to our Annual Report on Form 10-Kfor the year ended July 31, 2009, originally filed with the Securities andExchange Commission (the “SEC”) on September 29, 2009 (the “OriginalFiling”), is being filed to reflect changes to Item 12, Security Ownership ofCertain Beneficial Owners and Management and Related Stockholder Matters, of Part IIIof the Original Filing, as detailed below, and no other information in theOriginal Filing is amended hereby.  Thebeneficial ownership table required by Item 12 was incorporated by referencefrom our Proxy Statement for our 2009 Annual Meeting of Shareholders as filedwith the SEC on October 15, 2009 (the “Proxy Statement”).

 

The beneficial ownershiptable required by Item 12, Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters of Part III of the OriginalFiling (as incorporated by reference from the Proxy Statement) has been amendedto correct (i) the number of shares beneficially owned by Thomas W. Smith,a member of our Board of Directors, and (ii) the total number of sharesowned by all directors and officers as a group.

 

Except as described above,this Form 10-K/A does not revise, update or in any way affect anyinformation or disclosures contained in the Original Filing, and we have notupdated the disclosures contained herein to reflect events that occurred at alater date.

 

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TABLE OF CONTENTS

 
| ** **    | ** **                                                                                       | **PAGE********NO.** |
|---------------|--------------------------------------------------------------------------------------------------|---------------------|
| PART III |                                                                                             | 4                   |
| Item 12.      | Security Ownership of Certain Beneficial Owners and  Management and Related Stockholder Matters. | 4                   |
|          |                                                                                             |                |
| PART IV  |                                                                                             | 7                   |
| Item  15.     | Exhibits and Financial  Statement Schedules.                                                     | 7                   |

 

As used in this Form 10-K/A,the terms “Company,” “we,” “us” and “our” refer to Copart, Inc., a Californiacorporation.

 

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PART III

 

| ITEM 12. | SECURITY  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER  MATTERS |
|----------|--------------------------------------------------------------------------------------------------|

 

**SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**

 

The following table setsforth certain information known to us regarding the ownership of our commonstock as the record date (October 5, 2009) by (i) all persons knownby us to be beneficial owners of five percent or more of our common stock; (ii) eachof our current directors and nominees for director; (iii) any other namedexecutive officers (as defined in the section of this Proxy Statement entitled “ExecutiveCompensation — Summary Compensation Table”); and (iv) all of our executiveofficers and directors as a group. Beneficial ownership is determined based onSEC rules and includes certain stock options exercisable within 60 days ofOctober 5, 2009. Unless otherwise indicated, each of the shareholders hassole voting and investment power with respect to the shares beneficially owned,subject to community property laws where applicable.

 
| **Name and Address of Beneficial Owner (1)**                              | ** ** | **Number of Shares  Beneficially Owned** | ** ** | **Percent of Total  Shares Outstanding (2)** | ** ** |
|---------------------------------------------------------------------------|------------|---------------------------------------------------------|------------|-------------------------------------------------------------|------------|
| Baron Capital  Group, Inc. (3)  767 Fifth Avenue  New York, NY 10153 |       | 4,532,443                                               |       | 5.4                                                         | %          |
|                                                                      |       |                                                    |       |                                                        |       |
| *Named executive officers and directors:*                                 |       |                                                    |       |                                                        |       |
| Willis  J. Johnson (4)                                                    |       | 9,548,796                                               |       | 11.4                                                        | %          |
| Thomas  W. Smith (5)                                                 |       | 3,269,162                                               |       | 3.9                                                         | %          |
| A.  Jayson Adair (6)                                                 |       | 924,675                                                 |       | 1.1                                                         | %          |
| Barry  Rosenstein (7)                                                |       | 624,897                                                 |       | *                                                           |       |
| David  L. Bauer (8)                                                  |       | 216,756                                                 |       | *                                                           |       |
| Daniel  J. Englander (9)                                             |       | 168,117                                                 |       | *                                                           |       |
| Vincent  W. Mitz (10)                                                |       | 159,378                                                 |       | *                                                           |       |
| Steven  D. Cohan (11)                                                     |       | 79,173                                                  |       | *                                                           |       |
| James  E. Meeks (12)                                                      |       | 68,334                                                  |       | *                                                           |       |
| William  E. Franklin (13)                                                 |       | 60,373                                                  |       | *                                                           |       |
| Matt  Blunt                                                               |       | —                                                  |       | *                                                           |       |
| *All directors and executive officers as a group (16  persons*)(14)       |       | 15,689,069                                              |       | 18.7                                                        | %          |

 

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*      Represents less than 1% of our outstanding commonstock.

 

(1)          Unless otherwise set forth, the mailingaddress for each of the persons listed in this table is: c/o Copart, Inc.,4665 Business Center Drive, Fairfield, California 94534.

 

(2)          Based on 83,938,814 shares outstanding asof July 31, 2009, the end of the Company’s 2009 fiscal year.

 

(3)          Information based on Schedule 13G asfiled with the SEC on February 12, 2009, by Baron Capital Group, Inc.Includes 4,532,443 shares beneficially and jointly owned by Baron Capital Group, Inc.,BAMCO, Inc., Baron Capital Management, Inc., and Ronald Baron. BaronCapital Group, Inc. has shared power to vote or direct the voting of4,253,343 shares and shared dispositive power with respect to 4,532,443 shares;BAMCO, Inc. has shared power to vote or direct the voting of 4,091,180shares and shared dispositive power with respect to 4,370,280 shares; BaronCapital Management, Inc. has shared power to vote or direct the voting ofand shared dispositive power with respect to 162,163 shares; and Ronald Baronhas shared power to vote or direct the voting of 4,253,343 shares and shareddispositive power with respect to 4,532,443 shares. BAMCO and Baron CapitalManagement, Inc. are subsidiaries of Baron Capital Group, Inc. RonaldBaron owns a controlling interest in Baron Capital Group, Inc. BaronCapital Group, Inc. and Ronald Baron disclaim beneficial ownership ofshares held by their controlled entities (or the investment advisory clientsthereof) to the extent such shares are held by persons other than Baron CapitalGroup, Inc. and Ronald Baron. BAMCO and Baron Capital Management, Inc.disclaim beneficial ownership of shares held by their investment advisoryclients to the extent such shares are held by persons other than BAMCO, BaronCapital Management, Inc. and their affiliates.

 

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(4)          Includes 5,082,497 shares of common stockheld by the Willis J. Johnson and Reba J. Johnson Revocable Trust DTD1/16/1997, of which Mr. Johnson and his wife are trustees, 2,202,585shares of common stock held by the Reba Family Limited Partnership II, of whichMr. Johnson and his wife are the general partners, 1,147,410 shares ofcommon stock held by the Willis Johnson and Joyce Johnson Family Limited Partnership,of which Mr. Johnson and his wife are the general partners, 595,859 sharesof common stock held by the Lequeita Family Limited Partnership II, of which Mr. Johnsonand his wife are the general partners, and 4,632 shares of common stock held inIRA accounts for Mr. Johnson and his wife. Also includes options toacquire 515,813 shares of common stock held by Mr. Johnson that areexercisable within 60 days after October 5, 2009.

 

(5)          As of October 5, 2009, Mr. Smithbeneficially owned 3,269,162 shares of CPRT common stock, including 2,037,912shares (the “Managed Account Shares”) beneficially owned in his capacity asinvestment manager for certain managed accounts (the “Managed Accounts”).  Mr. Smith shares voting and investmentcontrol over 1,725,018 Managed Account Shares with Mr. Scott J.Vassalluzzo and shared voting and investment control over 1,657,818 ManagedAccount Shares with Mr. Steve M. Fischer. Mr. Vassalluzzo and Mr. Fischer are co-investment managers forcertain of the Managed Accounts.  TheManaged Accounts consist of investment accounts for (i) three privateinvestment limited partnerships (for which Messrs. Smith, Vassalluzzo andFischer are each a general partner), (ii) an employee profit-sharing planof a corporation wholly owned by Mr. Smith (for which Messrs. Smithand Vassalluzzo are each a trustee), (iii) certain family members of Mr. Smith(including trusts established for the benefit of certain family members of Mr. Smith),and (iv) a private charitable foundation established by Mr. Smith(for which Mr. Smith acts as trustee). In addition, Mr. Smith owned 1,211,250 shares of CPRT common stockfor his own account.  Voting andinvestment authority over Managed Accounts established for the benefit ofcertain family members and friends of Mr. Smith is subject to eachbeneficiary’s right, if so provided, to terminate or otherwise direct thedisposition of the Managed Account Shares. The business address for Messrs. Smith, Vassalluzzo and Fischer andeach oc the Managed Accounts is 323 Railroad Avenue, Greenwich, CT 06830.  Messrs. Smith, Vassalluzzo and Fischerand the Managed Accounts may comprise a “group” within the meaning of Section 13(d)(3) ofthe Securities Exchange Act of 1934, as amended.  Mr. Smith disclaims beneficial ownershipof the Managed Account Shares except to the extent of his pecuniary interesttherein.  Also includes options toacquire 20,000 shares of common stock held by Mr. Smith that areexercisable within 60 days after October 5, 2009.

 

(6)          Includes 528,484 shares held directly,54,468 shares of common stock held by the A. Jayson Adair and Tammi L. AdairRevocable Trust, for which Mr. Adair and his wife are trustees, and 12,348shares of common stock held by irrevocable trusts for the benefit of members ofMr. Adair’s immediate family. Also includes options to acquire 329,375shares of common stock held by Mr. Adair that are exercisable within 60days after October 5, 2009.

 

(7)          Includes 604,897 shares held by JanaPartners LLC as reported on Form 4 filed by Barry Rosenstein and JanaPartners LLC with the SEC on March 17, 2009 and reflects shares heldbeneficially by Jana Partners LLC through various entities and accounts underits management and control. Mr. Rosenstein is the Managing Partner of JanaPartners LLC and Mr. Rosenstein and Jana Partners disclaim any beneficialownership of any of the shares held by Jana Partners LLC except to the extentof their pecuniary interest therein. Also includes options to acquire 20,000shares of common stock held by Mr. Rosenstein that are exercisable within60 days of October 5, 2009. Such options were issued to Mr. Rosensteinin connection with his service as a non-employee director of the Company and Mr. Rosensteinhas granted all of his beneficial ownership of the shares underlying theoptions to Jana Partners LLC, including the economic benefit, voting power anddispositive power over such shares.

 

(8)          Includes 12,026 shares held by the BauerFamily Trust for which Mr. Bauer and his spouse act as trustees, andoptions to acquire 204,730 shares of common stock held by Mr. Bauer thatare exercisable within 60 days after October 5, 2009.

 

(9)          Includes 119,950 shares of common stockheld by Ursula Capital Partners and 9,000 shares of common stock held directlyby Mr. Englander. Ursula Capital Partners is an investment partnership forwhich Mr. Englander serves as the sole general partner. Mr. Englanderdisclaims beneficial ownership of the shares held by Ursula Capital Partnersexcept to the extent of his pecuniary interest therein. Also includes optionsto acquire 39,167 shares of common stock held by Mr. Englander that areexercisable within 60 days after October 5, 2009.

 

(10)    Includes 3 shares held directly andoptions to acquire 159,375 shares of common stock held by Mr. Mitz thatare exercisable within 60 days after October 5, 2009.

 

(11)    Includes 6 shares owned directly andoptions to acquire 79,167 shares of common stock held by Mr. Cohan thatare exercisable within 60 days after October 5, 2009.

 

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(12)    Includes options to acquire 68,334 sharesof common stock held by Mr. Meeks that are exercisable within 60 daysafter October 5, 2009.

 

(13)    Includes 3,449 shares held directly andoptions to acquire 56,924 shares of common stock held by Mr. Franklin thatare exercisable within 60 days after October 5, 2009.

 

(14)    Includes options to acquire 2,042,162shares of common stock held by all executive officers and directors as a groupthat are exercisable within 60 days after October 5, 2009.

 

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PART IV

 

# **ITEM 15.  EXHIBITS AND FINANCIAL STATEMENTSCHEDULES**

# ** **

(a)                      Documents filedas part of this report.

 

(1)                                  Not applicable

 

(2)                                  Not applicable

 

(3)                                  The followingexhibits are filed as part of this Form 10-K/A, and this list includes theExhibit 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 |

 

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| 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    |
|   |   |                                                                                                                                                                                                             |   |                                                                                           |   |                    |
| 10.11* |   | Form of Performance  Share Award Agreement for use with 2007 EIP                                                                                                                                            |   | Current Report on Form 8-K  (File No. 000-23255), Exhibit No. 10.2         |   | December 12, 2007  |
|   |   |                                                                                                                                                                                                             |   |                                                                                           |   |                    |
| 10.12* |   | Form of Restricted  Stock Unit Award Agreement for use with 2007 EIP                                                                                                                                        |   | Current Report on  Form 8-K (File No. 000-23255), Exhibit No. 10.3         |   | December 12, 2007  |
|   |   |                                                                                                                                                                                                             |   |                                                                                           |   |                    |
| 10.13* |   | Form of Stock Option  Award Agreement for use with 2007 EIP                                                                                                                                                 |   | Current Report on  Form 8-K (File No. 000-23255), Exhibit No. 10.5         |   | December 12, 2007  |
|   |   |                                                                                                                                                                                                             |   |                                                                                           |   |                    |
| 10.14* |   | Form of Restricted  Stock Award Agreement for use with 2007 EIP                                                                                                                                             |   | Current Report on  Form 8-K (File No. 000-23255), Exhibit No. 10.4         |   | December 12, 2007  |
|   |   |                                                                                                                                                                                                             |   |                                                                                           |   |                    |
| 10.15  |   | Credit Agreement dated as  of March 6, 2008 by and between Copart Inc. and Bank of America, N.A.                                                                                                            |   | Current Report on  Form 8-K (File No. 000-23255), Exhibit No. 10.1         |   | March 7, 2008      |
|   |   |                                                                                                                                                                                                             |   |                                                                                           |   |                    |
| 10.16* |   | Copart, Inc.  Executive Bonus Plan                                                                                                                                                                          |   | Current Report on  Form 8-K (File No. 000-23255), Exhibit No. 10.13        |   | August 3, 2006     |
|   |   |                                                                                                                                                                                                             |   |                                                                                           |   |                    |
| 10.17* |   | Amended and Restated Executive Officer Employment  Agreement between the Company and William E. Franklin, dated September 25,  2008                                                                         |   | Quarterly Report on  Form 10-Q (File No. 000-23255), Exhibit No. 10.1      |   | December 10, 2008  |
|   |   |                                                                                                                                                                                                             |   |                                                                                           |   |                    |
| 10.18* |   | Form of  Copart, Inc. Stand-Alone Stock Option Award Agreement for grant of  options to purchase 2,000,000 shares of the Company’s common stock to each of  Willis J. Johnson and A. Jayson Adair |   | Registration Statement on  Form S-8 (File No. 333-159946), Exhibit No. 4.1 |   | April 16, 2009     |
|   |   |                                                                                                                                                                                                             |   |                                                                                           |   |                    |
| 14.1   |   | Code of Ethics for  Principal Executive and Senior Financial Officers adopted September 30,  2003                                                                                                           |   | Annual Report on  Form 10-K (File No. 000-23254), Exhibit No. 10.10        |   | October 29, 2002   |
|   |   |                                                                                                                                                                                                             |   |                                                                                           |   |                    |
| 14.2   |   | Copart, Inc. Code of  Business Conduct, as amended June 5, 2007                                                                                                                                        |   | Current Report on  Form 8-K (File No. 000-23255), Exhibit No. 14.02        |   | June 8, 2007       |
|   |   |                                                                                                                                                                                                             |   |                                                                                           |   |                    |
| 21.1   |   | List of subsidiaries of  Registrant                                                                                                                                                                              |   | Annual Report on  Form 10-K (File No. 000-23255), Exhibit 12.1                  |   | September 29, 2009 |
|   |   |                                                                                                                                                                                                             |   |                                                                                           |   |                    |
| 23.1   |   | Consent of Independent  Registered Public Accounting Firm                                                                                                                                                        |   | Annual Report on  Form 10-K (File No. 000-232354), Exhibit 23.1                 |   | September 29, 2009 |
|   |   |                                                                                                                                                                                                             |   |                                                                                           |   |                    |
| 24.1   |   | Power of Attorney                                                                                                                                                                                                |   | Annual Report on  Form 10-K (File No. 000-232354), Exhibit 12.1                 |   | September 29, 2009 |

 

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| 31.1   |   | Certification of Chief  Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of  2002 |   | — |   | Filed herewith |
|--------|--------|-----------------------------------------------------------------------------------------------------------|--------|--------|--------|----------------|
|   |   |                                                                                                      |   |   |   |           |
| 31.2   |   | Certification of Chief  Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of  2002 |   | — |   | Filed herewith |

 

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* Management contract, plan or arrangement

 

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**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, as amended the registrant has duly caused this report to be signedon its behalf by the undersigned, thereunto duly authorized.

 
|                   | Registrant   |
|------------------------|--------------|
|                   |         |
|                   | COPART, INC. |
|                   |         |
|                   | By:          | /s/  WILLIS J. JOHNSON |
|                   |         | Willis  J. Johnson |
|                   |         | *Chief Executive Officer (principal executive officer and  director)* |
|                   |         |
|                   |         |
| December 29, 2009 |         |
|                   |         |
|                   |         |
|                   | COPART, INC. |
|                   |         |
|                   | By:          | /s/  WILLIAM E. FRANKLIN |
|                   |         | William  E. Franklin |
|                   |         | *Senior Vice President and**Chief Financial Officer* |
|                   |         | *(principal financial officer and principal accounting  officer)* |
|                   |         |   |
| December 29, 2009 |         |

 

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Pursuantto the requirements of the Securities Exchange Act of 1934, as amended, thisreport has been signed below by the following persons on behalf of theregistrant and in the capacities and on the dates indicated.

 
| **Signature**           | ** ** | **Capacity in Which Signed**          | ** ** | **Date**                    |
|-------------------------|------------|---------------------------------------|------------|-----------------------------|
|                    |       |                                  |       |                        |
| /s/  WILLIS J. JOHNSON  |       | Chief Executive Officer  (Principal   |       | December 29, 2009 |
| Willis  J. Johnson      |       | Executive Officer and  Director) |       |                        |
|                    |       |                                  |       |                        |
| /s/ WILLIAM E. FRANKLIN |       | Senior Vice President of  Finance and |       | December 29,  2009     |
| William E. Franklin     |       | Chief Financial Officer  (Principal   |       |                        |
|                    |       | Financial and Accounting  Officer)    |       |                        |
|                    |       |                                  |       |                        |
| /s/  A. JAYSON ADAIR*   |       | President and Director                |       | December 29,  2009     |
| A.  Jayson Adair        |       |                                  |       |                        |
|                    |       |                                  |       |                        |
| /s/  JAMES E. MEEKS*    |       | Director                              |       | December 29,  2009     |
| James  E. Meeks         |       |                                  |       |                        |
|                    |       |                                  |       |                        |
| /s/  STEVEN D. COHAN*   |       | Director                              |       | December 29,  2009     |
| Steven  D. Cohan        |       |                                  |       |                        |
|                    |       |                                  |       |                        |
| /s/ DANIEL ENGLANDER*   |       | Director                              |       | December 29,  2009     |
| Daniel Englander        |       |                                  |       |                        |
|                    |       |                                  |       |                        |
| /s/  THOMAS W. SMITH*   |       | Director                              |       | December 29,  2009     |
| Thomas  W. Smith        |       |                                  |       |                        |
|                    |       |                                  |       |                        |
| /s/  MATT BLUNT*        |       | Director                              |       | December 29,  2009     |
| Matt  Blunt             |       |                                  |       |                        |

 
| *By                    | /s/ William E. Franklin |   |
|------------------------|-------------------------|--------|
| Attorney-in-fact       |                    |
| December 29, 2009 |                    |

 

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