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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) September 26, 1996
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PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.
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(Exact name of registrant as specified in its charter)
North Carolina
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(State or other jurisdiction of incorporation)
0-20183 56-1640186
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(Commission file Number) (IRS Employer ID Number)
115 North Third Street, 5th Floor, Wilmington, North Carolina 28401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (910) 251-0081
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N/A
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
Pursuant to an Agreement and Plan of Reorganization dated as of
June 20, 1996 (the "Merger Agreement"), by and among Pharmaceutical Product
Development, Inc., a North Carolina corporation (the "Registrant"), Wilmington
Merger Corp., a North Carolina corporation and a wholly owned subsidiary of the
Registrant ("Sub"), and Applied Bioscience International Inc., a Delaware
corporation ("APBI"), Sub was merged with and into APBI (the "Merger")
effective September 26, 1996 (the "Effective Time"). At the Effective Time,
each of the shares of Common Stock, $.01 par value per share, of APBI
outstanding immediately prior to the Effective Time was converted into the
right to receive 0.4054 shares of the Common Stock, $.10 par value per share,
of the Registrant.
At the Effective Time, Sub ceased to exist, and each share of its
capital stock outstanding was converted into one share of capital stock of
APBI. APBI was the surviving corporation of the Merger and is now a wholly
owned subsidiary of the Registrant.
For a more detailed description of the Merger, the Registrant and
APBI, see the Registrant's Registration Statement on Form S-4 (File No.
333-08207), as amended.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.*
(b) Pro Forma Financial Information.*
(c) Exhibits.
2.3* Agreement and Plan of Reorganization dated as of June 20,
1996, by and among the Registrant, Wilmington Merger Corp.
and Applied Bioscience International Inc.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Arthur Andersen LLP
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* Incorporated by reference to the Registrant's Registration Statement
on Form S-4 (File No. 333-08207), as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.
Date: October 9, 1996 /s/ Rudy C. Howard
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Rudy C. Howard
Chief Financial Officer, Vice President
Finance, Secretary and Treasurer
(Principal Financial and Accounting
Officer)
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EXHIBIT INDEX
TO
FORM 8-K CURRENT REPORT
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
2.3* Agreement and Plan of Reorganization dated as of June 20, 1996, by
and among the Registrant, Wilmington Merger Corp. and Applied
Bioscience International Inc.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Arthur Andersen LLP.
</TABLE>
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-4 (File No. 333-08207), as amended.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this current report on Form 8-K
of our report dated February 22, 1996, on our audit of the combined financial
statements of Pharmaceutical Product Development, Inc. as of December 31, 1995
and 1994 and for the three years in the period ended December 31, 1995,
appearing in the registration statement on Form S-4 (SEC File No. 333-08207),
as amended, of Pharmaceutical Product Development, Inc. filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933.
/s/ Coopers & Lybrand L.L.P.
Raleigh, North Carolina
February 22, 1996
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report incorporated by reference in this Form 8-K into the Company's
previously filed Registration Statement File No. 333-08207.
/s/ ARTHUR ANDERSEN LLP
Washington, D.C.,
October 9, 1996
