<PAGE> 1
As filed with the Securities and Exchange Commission on April 8, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.
(Exact name of registrant as specified in its charter)
North Carolina
(State or other jurisdiction of incorporation or organization)
56-1640186
(I.R.S. Employer Identification No.)
3151 17th Street Extension
Wilmington, North Carolina 28412
(919) 251-0081
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
FREDRIC N. ESHELMAN
Chief Executive Officer
Pharmaceutical Development, Inc.
3151 17th Street Extension
Wilmington, North Carolina 28412
(919) 251-0081
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------------------------
Copies to:
DONALD R. REYNOLDS, ESQ.
Wyrick Robbins Yates & Ponton L.L.P.
4101 Lake Boone Trail, Suite 300
Raleigh, North Carolina 27607
(919) 781-4000
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================
Title of each class of Proposed maximum Proposed maximum
securities to be Amount to be offering price aggregate Amount of
registered registered per unit(1) offering price(1) registration fee
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value 160,000 shares $19.25 $3,080,000 $933.33
==========================================================================================================
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee, based on the average of the high and low prices for
the Common Stock as reported on the Nasdaq National Market System on
April 3, 1997 pursuant to Rule 457(c)
The Registrant hereby amends this Registration statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE> 2
- -------------------------------------------------------------------------------
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
- -------------------------------------------------------------------------------
SUBJECT TO COMPLETION, DATED APRIL 8, 1997
PROSPECTUS
PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.
160,000 Shares of Common Stock
The Common Stock, $.10 par value per share ("Common Stock"), of
Pharmaceutical Product Development, Inc. (the "Company") is traded on the Nasdaq
National Market System (the "NMS") under the symbol "PPDI". The closing sales
price of the Common Stock on the NMS on April 3, 1997 was $19.25 per share.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
--------------------
The shares of Common Stock offered hereby (the "Shares") are to be sold
from time to time by the Selling Shareholders (see "Selling Shareholders") by
means of ordinary brokers' transactions, in transactions directly with market
makers or in certain privately negotiated transactions. See "Plan of
Distribution". Each Selling Stockholder has advised the Company that no sale or
distribution of the Shares other than as disclosed herein will be effected until
after this Prospectus shall have been appropriately amended or supplemented, if
required, to set forth the terms thereof. The Company will not receive any
proceeds from the sale of the Shares by the Selling Shareholders.
In making this offering on behalf of the Company, the Selling
Shareholders may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"). The Company has
agreed to indemnify the Selling Shareholders against certain civil liabilities,
including liabilities under the Securities Act.
The Selling Shareholders will receive all of the net proceeds from the
sale of the Shares. The expenses of this offering are estimated to be $10,000
and will be paid by the Company. Normal commission expenses and brokerage fees,
as well as any applicable transfer taxes, are payable individually by the
Selling Shareholders.
--------------------
No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized. This Prospectus does not constitute an
offer of any securities other than the registered securities to which it relates
or an offer to any person in any jurisdiction where such offer would be
unlawful. The delivery of this Prospectus at any time does not imply that the
information herein is correct as of any time subsequent to its date.
--------------------
The date of this Prospectus is April __, 1997.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files periodic reports, proxy statements and other
information with the Securities and Exchange Commission (the "Commission"). Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at certain of the Commission's
regional offices located as follows: Seven World Trade Center, Suite 1300, New
York, New York 10048; and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. Copies of such material can also be obtained at prescribed rates from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such reports, proxy statements and other information
concerning the Company may also be inspected at the offices of the Nasdaq Stock
Market, Inc. at the National Association of Securities Dealers, 1735 K Street,
N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 (herein referred to, together with all amendments thereto, as the
"Registration Statement") under the Securities Act with respect to the offering
of the Shares made hereby. This Prospectus does not contain all of the
information contained in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission.
Statements contained in this Prospectus as to the contents of any contract or
other document are summaries that are not necessarily complete and in each
instance reference is made to the copy of such contract or other document filed
as an exhibit to the Registration Statement, each such statement herein being
qualified in all respects by such reference. Such documents may be obtained from
the Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates or may be examined without charge at
the public reference facilities of the Commission.
The Commission maintains a World Wide Web site that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission. The address of the Commission's
web site is http:\\www.sec.gov.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in this Prospectus by reference: (a) the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996, filed pursuant to Section
13 the Exchange Act; (b) the description of the Company's Common Stock contained
in the Company's Registration Statement on Form 8-A (File No. 0-27570) filed
pursuant to Section 12 of the Exchange Act, including any amendment or report
filed for the purpose of updating such description. All reports and other
documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date hereof and prior to the termination of
the offering of the Shares shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of the filing of such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus is delivered,
upon written or oral request of such person, a copy of any or all of the
foregoing documents incorporated by reference in this Prospectus (other than the
exhibits to such documents, unless such exhibits are specifically incorporated
by reference in such documents). Requests for such copies should be directed to
the Corporate Secretary of Pharmaceutical Product Development, Inc., 3151 17th
Street Extension, Wilmington, North Carolina 28401 (telephone: 919-251-0081).
<PAGE> 4
THIS PROSPECTUS, INCLUDING THE INFORMATION INCORPORATED HEREIN BY
REFERENCE, CONTAINS FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISKS AND
UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE
DISCUSSED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS,
INCLUDING WITHOUT LIMITATION THOSE SET FORTH IN THE INFORMATION INCORPORATED
HEREIN BY REFERENCE.
ACQUISITION OF BELMONT RESEARCH, INC.
On February 11, 1997, the Company entered into an Agreement and Plan of
Reorganization (the "Reorganization Agreement") with the Company, Subsidiary No.
1, Inc., a North Carolina corporation and a wholly-owned subsidiary of the
Company ("Subsidiary"), Belmont Research, Inc., a Massachusetts corporation
("Belmont"), and Channing H. Russell, Paul Castleman and Jeremy Pool ("Founding
Shareholders"). Pursuant to the Reorganization Agreement, Subsidiary was merged
with and into Belmont (the "Merger") on or about February 28, 1997, and each
outstanding share of common stock of Belmont was converted automatically into
the right to receive shares of the Company's Common Stock and cash in lieu of
fractional shares based on the merger exchange ratio set forth in the
Reorganization Agreement (the "Exchange Ratio"). As a result, Belmont is a
wholly owned subsidiary of the Company. The 502,384 shares of the Company's
Common Stock issued in the Merger to holders of outstanding shares of Belmont
stock are referred to herein as the "Merger Shares".
PLAN OF DISTRIBUTION
The shares offered hereby consist of 160,000 of the Merger Shares (the
"Shares"). The Selling Shareholders may sell Shares from time to time in the
over-the-counter market at prices and on terms prevailing at the time of any
such sale. Any such sales may be made in brokers' transactions through
broker-dealers acting as agents or in transactions directly with market makers.
The Selling Shareholders may also sell Shares from time to time in privately
negotiated transactions in which no broker or other third party (other than the
purchaser) is involved. The Selling Shareholders will pay any applicable
transfer taxes and brokerage commissions or discounts, if any, with respect to
the sale of Shares in amounts customary for the type of transaction effected.
Each Selling Shareholder has advised the Company that during such time
as such Selling Shareholder may attempt to sell Shares registered hereunder,
such person will: (i) not engage in any stabilization activity in connection
with any of the Company's securities; (ii) cause to be furnished to each person
to whom Shares included herein may be offered, and/or to each broker-dealer, if
any, through whom Shares are offered, such copies of this Prospectus, as
supplemented or amended, as may be required by such person; and (iii) not bid
for or purchase any of the Company's securities (or any rights to acquire the
Company's securities), or attempt to induce any person to purchase any of the
Company's securities (or rights to acquire the Company's securities) other than
as permitted under the Exchange Act.
The Selling Shareholders, and any other persons who participate in the
sale of Shares, may be deemed to be "underwriters" as defined in the Securities
Act. Any commissions paid or any discounts or concessions allowed to any such
persons, and any profits received on resale of Shares, may be deemed to be
underwriting discounts and commissions under the Securities Act.
The Company has agreed to maintain the effectiveness of this
Registration Statement until 60 days after the later of (i) the date on which
the Registration Statement is first declared effective by the Commission, or
(ii) the date the Selling Shareholders may sell Merger Shares without violating
applicable securities laws and regulations and without violating accounting
principles which permit the Company to account for the Merger as a "pooling of
interests". No sales may be made pursuant to this Prospectus after such date
unless the Company amends or supplements this Prospectus to indicate that it has
agreed to extend such period of effectiveness.
<PAGE> 5
SELLING SHAREHOLDERS
The following table sets forth certain information, as of March 31,
1997, with respect to the Selling Shareholders and the number of shares of
Company Common Stock held by such persons:
<TABLE>
<CAPTION>
Prior to Offering After Offering
--------------------------- ---------------------------
Shares Offered
Name of Selling Shareholder(1) Shares Held Percentage Hereby Shares Held Percentage
- ------------------------------ ----------- ---------- -------- ----------- ----------
<S> <C> <C> <C> <C>
Channing H. Russell
315 Common Street
Belmont, Massachusetts 02178 263,323 1.2% 83,863 179,460 *
Paul Castleman
557 Union Street
San Francisco, California 94133 131,661 * 41,932 89,729 *
Jeremy Pool
14 Bowdoin Street
Cambridge, Massachusetts 02138 107,400 * 34,205 73,195 *
-------
TOTAL 160,000
</TABLE>
- ------------------------------
(1) All Selling Shareholders are former stockholders of Belmont. Messrs.
Russell and Pool are employees of, and Mr. Castleman is a consultant
to, Belmont.
* Less than one percent.
LEGAL MATTERS
The validity of the Shares offered hereby has been passed upon for the
Company by Wyrick Robbins Yates & Ponton L.L.P., Raleigh, North Carolina.
<PAGE> 6
PPD PHARMACEUTICAL CORPORATION
REGISTRATION STATEMENT ON FORM S-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses in connection with
the sale and distribution of the securities being registered. All expenses of
registration of the Shares will be borne by the Company. All of the amounts
shown are estimates except the registration fee.
<TABLE>
<CAPTION>
Item Amount to be Paid
---- -----------------
<S> <C>
Registration fee $ 933.33
Legal fees and expenses 7,500.00
Accounting fees and expenses 5,000.00
Miscellaneous 1,566.67
-----------
TOTAL $ 15,000.00
===========
</TABLE>
Item 15. Indemnification of Directors and Officers
The Company's Articles of Incorporation eliminate, to the fullest
extent permitted by the North Carolina Business Corporation Act (the "Business
Corporation Act"), the personal liability of each director to the Company or it
shareholders for monetary damages for breach of duty as a director. This
provision in the Articles of Incorporation does not change a director's duty of
care, but it eliminates monetary liability for certain violations of that duty,
including violations based on grossly negligent business decisions that may
include decisions relating to attempts to change control of the Company. The
provision does not affect the availability of equitable remedies for a breach of
the duty of care, such as an action to enjoin or rescind a transaction involving
a breach of fiduciary duty; in certain circumstances, however, equitable
remedies may not be available as a practical matter. Under the Business
Corporation Act, the limitation of liability provision is ineffective against
liabilities for (i) acts or omissions that the director knew or believed at the
time of the breach to be clearly in conflict with the best interests of the
Company, (ii) unlawful distribution described in Business Corporation Act
Section 55-8-33, (iii) any transaction from which the director derived an
improper personal benefit, or (iv) acts or omissions occurring prior to the date
the provision became effective. The provision also in no way affects a
director's liability under the federal securities laws.
Also, to the fullest extent permitted by the Business Corporation Act,
the Company's Bylaws provide, in addition to the indemnification of directors
and officers otherwise provided by the Business Corporation Act, for
indemnification of the Company's current or former directors, officers and
employees against any all liability and litigation expense, including reasonable
attorneys' fees, arising out of their status or activities as directors,
officers and employees, except for liability or litigation expense incurred on
account of activities that were at the time known or believed by such director,
officer or employee to be clearly in conflict with the best interests of the
Company.
The Company intends to obtain officer and director liability insurance
with respect to liabilities arising out of certain matters, including matters
arising under the Securities Act.
At present, there is no pending litigation or proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or director.
II-1
<PAGE> 7
Item 16. Exhibits
4.1 Registration Rights Agreement dated March 1, 1997, among the Registrant
and each former stockholder of Belmont Research, Inc. offering shares
for sale pursuant to this Registration Statement.
5.1 Opinion of Wyrick Robbins Yates & Ponton L.L.P.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Counsel (included in Exhibit 5.1).
25.1 Power of Attorney (see page II-4).
Item 17. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) that, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(i) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the provisions discussed in
Item 15 above, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
II-2
<PAGE> 8
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Wilmington,
State of North Carolina, on the 7th day of April 1997.
PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.
By: /s/ Fredric N. Eshelman
----------------------------------
Fredric N. Eshelman,
Chief Executive Officer
Each person whose signature appears below in so signing also makes,
constitutes and appoints Fredric N. Eshelman and Rudy C. Howard, and each of
them acting alone, his true and lawful attorney-in-fact, with full power of
substitution, for him in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and any
related Registration Statements filed pursuant to Rule 462(b) promulgated under
the Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting into said attorney-in-fact and agent, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as s/he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or his/her substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Fredric N. Eshelman Chief Executive Officer and April 7, 1997
- --------------------------------------- Director (Principal Executive
Fredric N. Eshelman, Officer)
Pharm.D.
/s/ Rudy C. Howard Chief Financial Officer, Vice April 7, 1997
- --------------------------------------- President Finance, Secretary
Rudy C. Howard and Treasurer (Principal
Financial Officer)
/s/ Linda Baddour Director of Finance (Principal April 7, 1997
- --------------------------------------- Accounting Officer)
Linda Baddour
/s/ Ernest Mario, Ph.D. Chairman of the Board of April 7, 1997
- --------------------------------------- Directors
Ernest Mario, Ph.D.
/s/ Stuart Bondurant, M.D. Director April 4, 1997
- ---------------------------------------
Stuart Bondurant, M.D.
/s/ Kirby L. Cramer Director April 4, 1997
- ---------------------------------------
Kirby L. Cramer
</TABLE>
II-4
<PAGE> 10
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Thomas D'Alonzo Director April 7, 1997
- ---------------------------------------
Thomas D'Alonzo
Director April __, 1997
- ---------------------------------------
Frederick Frank
/s/ Frank E. Loy Director April 4, 1997
- ---------------------------------------
Frank E. Loy
Director April __, 1997
- ---------------------------------------
John A. McNeill, Jr.
</TABLE>
II-5
<PAGE> 1
EXHIBIT 4.1
BELMONT REGISTRATION RIGHTS AGREEMENT
THIS BELMONT REGISTRATION RIGHTS AGREEMENT ("Agreement") is
made and entered into as of this 1st day of March, 1997 by and among
PHARMACEUTICAL PRODUCT DEVELOPMENT, INC., a North Carolina corporation (the
"Company"), and CHANNING H. RUSSELL, PAUL CASTLEMAN and JEREMY POOL
(collectively, the "Holders").
RECITALS:
WHEREAS, the Holders own shares of Registrable Stock (as
defined below); and
WHEREAS, the Company and the Holders have agreed to enter into
this Agreement in order to set out certain rights of the Holders with respect to
the registration of Registrable Stock under the 1933 Act (as defined below).
NOW, THEREFORE, in consideration of the foregoing recitals,
the mutual promises and undertakings herein contained and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Definitions and References. For purposes of this Agreement
and in addition to the definitions set forth above and elsewhere herein, the
following definitions shall apply:
"1933 Act" means the Securities Act of 1933, as amended, or
any similar federal statute, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the time.
"Affiliate" of a Holder means a person who controls, is
controlled by or is under common control with such Holder, or the
spouse or children (or a trust exclusively for the benefit of a spouse
and/or children) of such Holder, or, in the case of a Holder which is a
partnership, its partners.
"Agreement" means this Registration Rights Agreement, dated as
of March 1, 1997, among the Company and the Holders, and all amendments
hereto made in accordance with the provisions of Section 17.
"Commission" means the United States Securities and
Exchange Commission and any successor agency.
"Common Stock" means the Common Stock, par value $0.10 per
share, of the Company, as constituted as of the date of this Agreement,
and as the same may be adjusted from time to
<PAGE> 2
time for stock splits, stock dividends and other similar
events.
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, or any similar federal statute, and the rules and regulations
of the Commission thereunder, all as the same shall be in effect at the
time.
"First Year" means the twelve-month period ending on the first
anniversary date of this Agreement.
"Holders" has the meaning specified in the preamble to
this Agreement.
"Merger" means the merger of Belmont Research, Inc., a
Massachusetts corporation, with and into Subsidiary No. 1, a North
Carolina corporation and wholly-owned subsidiary of the Company,
pursuant to an Agreement and Plan of Reorganization dated February 11,
1997.
"Register," "registered" and "registration" refers to a
registration effected by preparing and filing a registration statement
or similar document on Form S-3 (or any successor form thereto) in
compliance with the 1933 Act and the declaration or ordering of
effectiveness of such registration statement or document.
"Registrable Stock" means the aggregate of 310,000 shares of
Common Stock owned by the Holders as of the date hereof and any shares
of Common Stock issued or issuable with respect to any such shares of
Registrable Stock by way of a stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization or otherwise. As to any
particular shares of Registrable Stock that have been issued, such
securities shall cease to be Registrable Stock when (a) a registration
statement with respect to the sale of such securities shall have become
effective under the 1933 Act and such securities shall have been
disposed of under such registration statement, (b) they shall have been
distributed to the public pursuant to Rule 144, (c) the Holder of such
shares is able to dispose of all of the shares then held by such Holder
pursuant to Rule 144(k), (d) they shall have been otherwise transferred
or disposed of, and new certificates therefor not bearing a legend
required by Section 2 restricting further transfer shall have been
delivered by the Company, and subsequent transfer or disposition of
such securities shall not require their registration or qualification
under the 1933 Act or any similar state law then in force or
qualification under the 1933 Act or any similar state law then in
force, or (e) they shall have ceased to be outstanding.
2
<PAGE> 3
"Rule 144" means Rule 144 (or any successor provision) under
the 1933 Act.
"Second Year" means the twelve-month period ending on the
second anniversary date of this Agreement.
2. Restrictive Legend. Each certificate representing
Registrable Stock shall, except as otherwise provided in this Section 2 or in
Section 3, be stamped or otherwise imprinted with a legend substantially in the
following form:
"THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") AND MAY NOT BE SOLD,
OFFERED FOR SALE, ASSIGNED, MORTGAGED, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
ACT COVERING SUCH SHARES, COMPLIANCE WITH AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT, SUCH AS RULE
144 PROMULGATED UNDER THE SECURITIES ACT, OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED."
A certificate shall not bear such legend if in the opinion of counsel
satisfactory to the Company the securities being sold thereby may be publicly
sold without registration under the Securities Act. For purposes of Sections 2
and 3 hereof, O'Connor, Broude & Aronson shall be deemed to be counsel
satisfactory to the Company.
3. Notice of Proposed Transfer. Prior to any proposed transfer
of any Registrable Stock, the Holder thereof shall give written notice to the
Company of its intention to effect such transfer. Each such notice shall
describe the manner of the proposed transfer and, if requested by the Company in
writing, shall be accompanied by an opinion of counsel satisfactory to the
Company to the effect that the proposed transfer may be effected without
registration under the 1933 Act, whereupon the Holder of such Registrable Stock
shall be entitled to transfer such Registrable Stock in accordance with the
terms of its notice. Each certificate for Registrable Stock transferred as above
provided shall bear the legend set forth in Section 2, except that such
certificate shall not bear such legend if (i) such transfer is in accordance
with the provisions of Rule 144 (or any other rule permitting public sale
without registration under the 1933 Act) or (ii) the opinion of counsel referred
to above is to the further effect that the transferee and any subsequent
transferee (other than an Affiliate of the Company) would be entitled to
transfer such securities in a public sale without registration under the
Securities Act. The restrictions provided for in this Section 3
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<PAGE> 4
shall not apply to securities which are not required to bear the legend
prescribed by Section 2 in accordance with the provisions of that Section.
4. Registration on Form S-3. The Holders shall be entitled to
request the Company to file not more than two (2) registration statements on
Form S-3 (or any successor form thereto), subject to and upon all of the
following terms and conditions:
a. Any request to file a registration statement on
Form S-3 shall be made to the Company in writing and signed by all of the
Holders. Any shares of Registrable Stock covered by a registration statement
filed on Form S-3 shall be allocated among the Holders as they agree.
b. One request to file a registration statement on
Form S-3 may be made during the First Year and may include a request to register
up to 160,000 shares of Registrable Stock. The Company shall use its best
efforts to keep the registration statement filed during the First Year effective
for a period of sixty (60) days from the later of: (i) the date on which the
registration statement is first declared effective by the Commission, or (ii)
the date the Holders may sell shares of Registrable Stock without violating
applicable securities laws and regulations and without violating accounting
principles which permit the Company to account for the Merger as a "pooling of
interests".
c. One request to file a registration statement on
Form S-3 may be made during the Second Year and may include a request to
register up to 150,000 shares of Registrable Stock. The Company shall use its
best efforts to keep the registration statement filed during the Second Year
effective for a period of sixty (60) days from the date on which the
registration statement is first declared effective by the Commission.
d. The Company agrees to use its best efforts to
cause the filing of a registration statement on Form S-3 within thirty (30) days
after receipt by the Company of a request pursuant to this Section 4; provided,
however, that the Company shall not be required to request an acceleration of
the effectiveness of a registration statement on Form S-3 during the First Year
prior to the date when the Holders may sell shares of Registrable Stock without
violating applicable securities laws and regulations and without violating
accounting principles which permit the Company to account for the Merger as a
"poooling of interests".
e. The Company shall not be required to effect a
registration statement pursuant to this Section 4 during the period starting
with the date of filing by the Company of, and ending on a date ninety (90) days
following the effective date of, a
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<PAGE> 5
registration statement pertaining to a public offering of securities for the
account of the Company; provided that the Company in good faith shall use all
reasonable efforts to cause such registration statement to become effective as
soon as possible.
f. With respect to any request to file a registration
statement on Form S-3 which is made pursuant to this Section 4 and which is made
more than sixty (60) days after the closing of the Merger, if the Company shall
furnish to the Holders a certificate signed by the chief executive officer or
president of the Company stating that, in the good faith opinion of the board of
directors of the Company, the filing of any registration statement pursuant to
this Section 4 would interfere with any material transaction then being pursued
by the Company, then the Company's obligation to use its best efforts to file
such registration statement shall be deferred for a reasonable period solely so
as not to interfere with such material transaction, but in any event not to
exceed ninety (90) days.
g. The Company shall not be obligated to effect and
pay for more than a total of two (2) registrations pursuant to this Section 4;
provided that a registration requested pursuant to Section 4 shall not be deemed
to have been effected unless (i) it has been declared effective by the
Commission, (ii) it has remained effective for the period set forth in Section
5.a., and (iii) the offering of Registrable Stock pursuant to such registration
is not subject to any stop order, injunction or other order or requirement of
the Commission (other than any such stop order, injunction, or other requirement
of the Commission prompted by any act or omission of Holders of Registrable
Stock).
h. The Company shall use its best efforts to maintain
its eligibility to file a registration statement on Form S-3. If the Company
becomes ineligible to file a registration statement on Form S-3, the Company
shall be required to fulfill its registration obligations under this Agreement
using a registration statement on Form S-1.
i. The Holders will give to the Company written
notice, together with delivery of the Stock Sale Agreement and related documents
attached hereto as Exhibit A, prior to selling or disposing of any shares of
Registrable Stock during the effective period of any registration statement
filed on Form S-3 pursuant to this Section 4.
j. The Holders agree that they will not directly or
indirectly purchase, sell or otherwise deal in the securities of the Company in
any instance in which they are in possession of material, nonpublic information
regarding the Company or its business or in any instance which would result in
the Company not being able to account for the Merger as a pooling of interests
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<PAGE> 6
under applicable accounting principles.
5. Obligations of the Company. Whenever required under Section
4 to use its best efforts to effect the registration of any Registrable Stock,
the Company shall as expeditiously as possible:
a. Prepare and file with the Commission a
registration statement with respect to such Registrable Stock and cause such
registration statement to become and remain effective until the earlier of the
sale of all Registrable Stock covered thereby or sixty (60) days after the
effective date thereof;
b. Prepare and file with the Commission such
amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to comply with the provisions
of the 1933 Act with respect to the disposition of all Registrable Stock
covered by such registration statement;
c. Promptly notify the Holders of the effectiveness
of the registration statement as soon as it is declared effective by the
Commission and furnish to Holders such numbers of copies of the registration
statement and the prospectus included therein (including each preliminary
prospectus and any amendments or supplements thereto in conformity with the
requirements of the 1933 Act) and such other documents and information as they
may reasonably request;
d. Register or qualify the Registrable Stock
covered by such registration statement under such other securities or blue sky
laws of such jurisdiction within the United States and Puerto Rico as shall be
reasonably appropriate for the distribution of the Registrable Stock covered by
the registration statement; provided, however, that the Company shall not be
required in connection therewith or as a condition thereto to qualify to do
business in or to file a general consent to service of process in any
jurisdiction wherein it would not but for the requirements of this paragraph
(d) be obligated to do so; and provided, further, that the Company shall not be
required to qualify such Registrable Stock in any jurisdiction in which the
securities regulatory authority requires that any Holder submit any shares of
its Registrable Stock to the terms, provisions and restrictions of any escrow,
lockup or similar agreement(s) for consent to sell Registrable Stock in such
jurisdiction unless such Holder agrees to do so;
e. Promptly notify each Holder for whom such
Registrable Stock is covered by such registration statement, at any time when a
prospectus relating thereto is required to be delivered under the 1933 Act, of
the happening of any event as a result of which the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or
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<PAGE> 7
omits to state any material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances under
which they were made, and, if all the Registrable Stock covered by such
registration statement has not been sold, promptly prepare and file with the
Commission any required amendments to such registration statement and furnish to
such Holder a reasonable number of copies of a supplement to or an amendment of
such prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such securities, such prospectus shall not include an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances under which they were made; and
f. Use its best efforts to comply with all
applicable rules and regulations of the Commission.
6. Furnish Information. It shall be a condition precedent to
the obligations of the Company to take any action pursuant to this Agreement
that the Holders shall furnish to the Company such information regarding
themselves, the Registrable Stock held by them, and the intended method of
disposition of such securities as the Company shall reasonably request and as
shall be required in connection with the action to be taken by the Company.
7. Expenses of Registration. All expenses incurred in
connection with each registration pursuant to Section 4 of this Agreement,
excluding brokers' commissions, shall be paid by the Company. The Holders shall
bear and pay the brokers' commissions applicable to securities offered for their
account in connection with any registrations, filings and qualifications made
pursuant to this Agreement.
8. Representations of the Company. As of the date of this
Agreement:
a. The Company meets all requirements for filing a
registration statement on Form S-3 under the rules and regulations of the 1933
Act.
b. The Company has no present plan to file a
registration statement covering any of its securities prior to July 1, 1997.
9. Indemnification. In the event any Registrable Stock is
included in a registration statement under this Agreement:
a. The Company shall indemnify and hold harmless each
Holder, each person who participates in the offering of such Registrable Stock,
including underwriters (as defined in the 1933 Act), and each person, if any,
who controls such Holder or participating person within the meaning of the 1933
Act, against
7
<PAGE> 8
any losses, claims, damages or liabilities, joint or several, to which they may
become subject under the 1933 Act or otherwise, insofar as such losses, claims,
damages or liabilities (or proceedings in respect thereof) arise out of or are
based on any untrue or alleged untrue statement of any material fact contained
in such registration statement on the effective date thereof (including any
prospectus filed under Rule 424 under the 1933 Act or any amendments or
supplements thereto) or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall reimburse
each such Holder, such participating person or controlling person for any legal
or other expenses reasonably incurred by them (but not in excess of expenses
incurred in respect of one counsel for all of them unless there is an actual
conflict of interest between any indemnified parties, which indemnified parties
may be represented by separate counsel) in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the indemnity agreement contained in this Section 8.a. shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability or action
if such settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld); provided, further, that the Company shall
not be liable to any Holder, participating person or controlling person in any
such case for any such loss, claim, damage, liability or action to the extent
that it arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in connection with such
registration statement, preliminary prospectus, final prospectus or amendments
or supplements thereto, in reliance upon and in conformity with written
information furnished expressly for use in connection with such registration by
any such Holder, participating person or controlling person. Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on behalf of any such Holder, participating person or controlling person, and
shall survive the transfer of such securities by such Holder.
b. Each Holder requesting or joining in a
registration, severally and not jointly, shall indemnify and hold harmless the
Company, each of its directors and officers, each person, if any, who controls
the Company within the meaning of the 1933 Act, and each agent and any
underwriter for the Company (within the meaning of the 1933 Act) against any
losses, claims, damages or liabilities, joint or several, to which the Company
or any such director, officer, controlling person, agent or underwriter may
become subject, under the 1933 Act or otherwise, insofar as such losses, claims,
damages or liabilities (or proceedings in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any material fact
contained in such registration statement on the effective date thereof
(including any prospectus filed under Rule 424 under the
8
<PAGE> 9
1933 Act or any amendments or supplements thereto) or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not misleading,
in each case to the extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission was made in such
registration statement, preliminary or final prospectus, or amendments or
supplements thereto, in reliance upon and in conformity with written information
furnished by or on behalf of such Holder expressly for use in connection with
such registration; and each such Holder shall reimburse any legal or other
expenses reasonably incurred by the Company or any such director, officer,
controlling person, agent or underwriter (but not in excess of expenses incurred
in respect of one counsel for all of them unless there is an actual conflict of
interest between any indemnified parties, which indemnified parties may be
represented by separate counsel) in connection with investigating or defending
any such loss, claim, damage, liability or action; provided, however, that the
indemnity agreement contained in this Section 8.b. shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of such Holder (which consent shall
not be unreasonably withheld), and provided, further, that the liability of each
Holder hereunder shall be limited to the proportion of any such loss, claim,
damage, liability or expense which is equal to the proportion that the net
proceeds from the sale of the shares sold by such Holder under such registration
statement bears to the total net proceeds from the sale of all securities sold
thereunder, but not in any event to exceed the net proceeds received by such
Holder form the sale of Registrable Stock covered by such registration
statement.
c. Promptly after receipt by an indemnified party
under this Section of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against any
indemnifying party under this Section, notify the indemnifying party in writing
of the commencement thereof and the indemnifying party shall have the right to
participate in and assume the defense thereof with counsel selected by the
indemnifying party and reasonably satisfactory to the indemnified party;
provided, however, that an indemnified party shall have the right to retain its
own counsel, with all fees and expenses thereof to be paid by such indemnified
party, and to be apprised of all progress in any proceeding the defense of which
has been assumed by the indemnifying party. The failure to notify an
indemnifying party promptly of the commencement of any such action, if and to
the extent prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section,
but the omission so to notify the indemnifying party will not relieve it of any
liability that it may have to any indemnified party otherwise than under this
Section.
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<PAGE> 10
d. To the extent any indemnification by an
indemnifying party is prohibited or limited by law, the indemnifying party, in
lieu of indemnifying such indemnified party, shall contribute to the amount paid
or payable by such indemnified party as a result of such losses, claims, damages
or liabilities in such proportion as is appropriate to reflect the relative
fault of the indemnifying party and indemnified party in connection with the
actions which resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified party shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of material fact or omission or alleged omission to
state a material fact, has been made by, or relates to information supplied by,
such indemnifying party or indemnified party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action. The amount paid or payable by a party as a result of the losses, claims,
damages or liabilities referred to above shall be deemed to include any legal or
other fees or expenses reasonably incurred by such party in connection with any
investigation or proceeding.
The parties hereto agree that it would not be just
and equitable if contribution pursuant to this Section 8.d. were determined by
pro rata allocation or by any other method of allocation which does not take
account of the equitable considerations referred to in the immediately preceding
paragraph. No person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the 1933 Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.
10. Limitation on Registration Rights. Notwithstanding any
other provisions of this Agreement to the contrary, the Company shall not be
required to register any Registrable Stock under this Agreement with respect to
any request or requests made by any Holder after February 28, 1999.
11. Successors and Assigns. Except as otherwise expressly
provided herein, the terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective successors and assigns of the
parties hereto. Except as expressly provided in this Agreement, nothing in this
Agreement, express or implied, is intended to confer upon any person other than
the parties hereto or their respective successors and assigns any rights,
remedies, obligations, or liabilities under or by reason of this Agreement.
12. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of North Carolina.
10
<PAGE> 11
13. Arbitration. Any dispute, controversy or claim arising out
of or relating to this Agreement, including but not limited to any breach, or as
to its existence, validity, interpretation, performance or non-performance,
breach or damages, including claims in tort, shall be decided by a single
neutral arbitrator, at a location agreed upon in writing, in binding arbitration
pursuant to the commercial Arbitration Rules of the American Arbitration
Association then in effect. The parties to any such arbitration shall be limited
to the parties to this Agreement or any successor thereof. The arbitration shall
be conducted in accordance with the procedural laws of the United States Federal
Arbitration Act, as amended. The written decision of the arbitrator shall be
final and binding, and may be entered and enforced in any court of competent
jurisdiction and each party specifically acknowledges and agrees to waive any
right to a jury trial in any such forum. Each party to the arbitration shall pay
its fees and expenses, unless otherwise determined by the arbitrator.
14. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
15. Titles. The titles of the Sections of this Agreement are
used for convenience only and are not to be considered in construing or
interpreting this Agreement.
16. Notices. Any notice required or permitted under this
Agreement shall be in writing and shall be delivered in person or mailed by
certified or registered mail, return receipt requested, directed to (a) the
Company at the address set forth below its signature hereof or (b) to a Holder
at the address therefor as set forth in the Company's records or, in any such
case, at such other address or addresses as shall have been furnished in writing
by such party to the others. The giving of any notice required hereunder may be
waived in writing by the parties hereto. Every notice or other communication
hereunder shall be deemed to have been duly given or served on the date on which
personally delivered, or on the date actually received, if sent by mail or
telex, with receipt acknowledged.
17. Amendments and Waivers. Any provision of this Agreement
may be amended and the observance of any provision of this Agreement may be
waived (either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the Holders of
at least a majority of the Registrable Stock then outstanding. Any amendment or
waiver effected in accordance with this Section 17 shall be binding upon each
Holder of any securities subject to this Agreement at the time outstanding
(including securities into which such securities are convertible), each future
Holder and all such
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<PAGE> 12
securities, and the Company.
18. Severability. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provisions shall be
excluded from this Agreement and the balance of this Agreement shall be
interpreted as if such provisions were so excluded and shall be enforceable in
accordance with its terms.
19. Entire Agreement. All prior agreements of the parties
concerning the subject matter of this Agreement are expressly superseded by this
Agreement. This Agreement and the Second Amendment to Registration Rights
Agreement, dated March 1, 1997, by and among the Company and the persons listed
on Schedules 1 and 2 thereof, contains the entire Agreement of the parties
concerning the subject matter hereof. Any oral representations or modifications
of this Agreement shall be of no effect.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
PHARMACEUTICAL PRODUCT DEVELOPMENT,
INC.
BY: _______________________________
[CORPORATE SEAL] Name: _________________________
Title: ________________________
ATTEST:
3151 S. 17th Street Extension
_________________________ Wilmington, NC 28412
______________ Secretary
_____________________________(SEAL)
Channing H. Russell
_____________________________(SEAL)
Paul Castleman
_____________________________(SEAL)
Jeremy Pool
12
<PAGE> 1
Exhibit 5.1
April 8, 1997
Pharmaceutical Product Development, Inc.
3151 17th Street Extension
Wilmington, North Carolina 28412
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by
Pharmaceutical Product Development, Inc., a North Carolina corporation (the
"Company"), with the Securities and Exchange Commission on or about April 8,
1997 (the "Registration Statement"), in connection with the registration under
the Securities Act of 1933, as amended, of 160,000 shares of the Company's
Common Stock, $.10 par value per share (the "Shares"), as described in the
Registration Statement. In our examination, we have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the conformity with the original of all documents submitted to us as copies
thereof.
As your legal counsel, we have examined the proceedings taken, and are
familiar with the proceedings proposed to be taken, in connection with the sale
and issuance of the Shares.
It is our opinion that, upon completion of the proceedings being taken
or contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares, including the proceedings being taken in order to permit such
transaction to be carried out in accordance with applicable state securities
laws, the Shares when issued and sold in the manner referred to in the
Registration Statement, will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
/s/ Wyrick Robbins Yates & Ponton L.L.P.
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Pharmaceutical Product Development, Inc. on Form S-3 of our reports (a) dated
February 11, 1997, on our audit of the consolidated financial statements of
Pharmaceutical Product Development, Inc. and its subsidiaries as of
December 31, 1996 and for the year then ended appearing in the Annual Report on
Form 10-K for the year ended December 31, 1996, and (b) dated February 22,
1996, on our audit of the combined balance sheet of Pharmaceutical Product
Development, Inc., its affiliates and its consolidated subsidiaries as of
December 31, 1995 and the related combined statements of operations,
shareholders' equity and cash flows for the two years in the period then ended,
prior to their restatement for the 1996 pooling of interests, appearing in the
Annual Report on Form 10-K for the year ended December 31, 1995.
/s/ Coopers & Lybrand LLP
Raleigh, North Carolina
April 4, 1997
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
and to all references to our Firm included in or made a part of this
Registration Statement.
/s/ Arthur Andersen LLP
-------------------------------
Arthur Andersen LLP
Washington, D.C.
April 4, 1997
