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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1997
REGISTRATION NO. 333-____________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.
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(Exact name of issuer as specified in its charter)
NORTH CAROLINA 56-1640186
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3151 17TH STREET EXTENSION, WILMINGTON, NORTH CAROLINA 28412
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(Address of Principal Executive Offices) (Zip Code)
PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.
EMPLOYEE STOCK PURCHASE PLAN
AND
EQUITY COMPENSATION PLAN
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(Full title of the plans)
FREDRIC N. ESHELMAN, PHARM.D
PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.
3151 17TH STREET EXTENSION
WILMINGTON, NORTH CAROLINA 28412
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(Name and address of agent for service)
(910) 251-0081
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(Telephone number, including area code, of agent for service)
Copies to:
Donald R. Reynolds, Esq.
Wyrick Robbins Yates & Ponton LLP
4101 Lake Boone Trail, Suite 300
Raleigh, North Carolina 27607
(919) 781-4000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================
Title of Proposed maximum Proposed maximum
securities to Amounts to offering price aggregate Amount of
be registered be registered per share offering price registration fee
=================================================================================================================
<S> <C> <C> <C> <C>
COMMON STOCK,
PAR VALUE
$.10 PER SHARE 1,500,000 SHARES(1) $19.00(2) $28,500,000(2) $8,636.36(2)
=================================================================================================================
</TABLE>
(1) INCLUDES 500,000 SHARES RESERVED FOR ISSUANCE UNDER THE EMPLOYEE STOCK
PURCHASE PLAN AND 1,000,000 SHARES RESERVED FOR ISSUANCE UNDER THE
EQUITY COMPENSATION PLAN.
(2) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE
PURSUANT TO RULE 457(C), BASED ON THE AVERAGE OF THE HIGH AND LOW
PRICES FOR THE COMMON STOCK ON THE NASDAQ NATIONAL MARKET SYSTEM ON
JUNE 2, 1997.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by Pharmaceutical Product
Development, Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission") are incorporated herein 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 of the Securities and Exchange
Act of 1934, as amended (the "Exchange Act");
(b) The Company's Proxy Statement dated April 15, 1997, filed pursuant
to Section 14 of the Exchange Act, in connection with the Annual Meeting of
Shareholders of the Company held on May 15, 1997;
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, filed pursuant to Section 13 of the Exchange Act; and
(d) 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 documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of
a post-effective amendment that indicates that all securities offered under this
registration statement have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof 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 statement so modified or superseded shall not be
deemed to constitute a part hereof except as so modified or superseded.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Sections 55-8-50 through 55-8-58 of the North Carolina Business
Corporation Act permit a corporation to indemnify its directors, officers,
employees or agents under either or both a statutory or nonstatutory scheme of
indemnification. Under the statutory scheme, a corporation may, with certain
exceptions, indemnify an individual made, or threatened to be made, a party to
any threatened, pending or completed legal action, suit or proceeding, whether
civil, criminal, administrative, or investigative and whether formal or
informal, because such individual is or was a director of the corporation or an
individual who, while a
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director of the corporation, is or was serving at such corporation's request as
a director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
against liability incurred in such proceeding if such individual (a) conducted
himself in good faith, (b) reasonably believed (i) in the case of conduct in his
official capacity with the corporation, that his conduct was in its best
interests, and (ii) in all other cases, that his conduct was at least not
opposed to its best interests, and (c) in the case of any criminal proceeding,
he had no reasonable cause to believe his conduct was unlawful. This indemnity
may include the obligation to pay a judgment, settlement, penalty, fine
(including an excise tax assessed with respect to an employee benefit plan) or
reasonable expenses incurred with respect to a proceeding. Whether a director
has met the requisite standard of conduct for indemnification set forth above is
determined by the board of directors, a committee of directors, special legal
counsel or the shareholders in accordance with Section 55-8-55 of the North
Carolina Business Corporation Act. A corporation may not indemnify a director
under the statutory scheme (a) in connection with a proceeding by or in the
right of the corporation in which the director was adjudged liable to the
corporation, or (b) in connection with his official capacity, in which he was
adjudged liable on the basis that personal benefit was improperly received by
him.
In addition to, and separate and apart from, the indemnification
described above under the statutory scheme, Section 55-8-57 of the North
Carolina Business Corporation Act permits a corporation to indemnify or agree to
indemnify any one or more of its directors, officers, employees or agents
against liability and expenses in any proceeding (including proceedings brought
by or on behalf of the corporation) arising out of their status as such or their
activities in such capacities, except for any liabilities or expenses incurred
on account of activities that were, at the time taken, known or believed by the
person to be clearly in conflict with the best interests of the corporation. The
Company's Bylaws provide for indemnification to the fullest extent permitted by
law. Accordingly, the Company may indemnify its directors, officers and
employees in accordance with either the statutory or the nonstatutory standard.
Sections 55-8-52 and 55-8-56 of the North Carolina Business Corporation
Act require a corporation, unless its articles of incorporation provide
otherwise, to indemnify a director or officer who has been wholly successful, on
the merits or otherwise, in the defense of any proceeding to which such director
or officer was a party. Unless prohibited by the articles of incorporation, a
director or officer also may make application and obtain court-ordered
indemnification if the court determines that such director or officer is fairly
and reasonably entitled to such indemnification as provided in Section 55-8-54
of the North Carolina Business Corporation Act.
Section 55-8-57 of the North Carolina Business Corporation Act provides
that a corporation may purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee or agent of the
corporation against certain liabilities incurred by such persons, whether or not
the corporation is otherwise authorized by the North Carolina Business
Corporation Act to indemnify any such party. The Company's directors and
officers are covered under directors' and officers' insurance policies
maintained by the Company.
As permitted by North Carolina law, Article IX of the
Company's Articles of Incorporation provides that no director of the Company
shall have personal liability arising out of an action by or in the right of the
Company or otherwise for monetary damages for breach of any duty as a director,
provided that such limitation will not apply to personal liability of a director
with respect to (i) acts or omissions that the director at the time of the
breach knew or believed were clearly in conflict with the best interests of the
Company, (ii) any liability for unlawful distributions under Section 55-8-33 of
the North Carolina General Statutes, (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.
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Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
Exhibit
Number Description
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5.1 Opinion of Wyrick Robbins Yates & Ponton LLP.
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of Wyrick Robbins Yates & Ponton LLP (included in Exhibit 5.1).
24.1 Power of Attorney (see page S-1).
Item 9. 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
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;
(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; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which 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 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.
(h) 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 foregoing provisions, 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, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses
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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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and 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 30th day
of May 1997.
PHARMACEUTICAL PRODUCT DEVELOPMENT, INC.
By: /s/ Fredric N. Eshelman
-----------------------------
Fredric N. Eshelman, Pharm.D.
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 or her true and lawful attorneys-in-fact, with full power of
substitution, for him or her in any and all capacities, to execute and cause to
be filed with the Securities and Exchange Commission any and all amendments and
post-effective amendments to this Form S-8, with exhibits thereto and other
documents in connection therewith, and hereby ratifies and confirms all that
said attorneys-in-fact or his, her or their substitute or substitutes may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Form S-8 has been signed below by the following persons in the capacities
and on the date indicated.
Signature Title Date
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/s/Fredric N. Eshelman Chief Executive May 30, 1997
- ---------------------------- Officer and Director
Fredric N. Eshelman, Pharm.D. (Principal Executive
Officer)
/s/Rudy C. Howard Chief Financial May 30, 1997
- ---------------------------- Officer, Vice President
Rudy C. Howard Finance, Secretary and
Treasurer (Principal
Financial and Accounting
Officer)
/s/Ernest Mario Chairman of the Board May 30, 1997
- ----------------------------- of Directors
Ernest Mario, Ph.D.
S-1
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/s/Stuart Bondurant Director May 30, 1997
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Stuart Bondurant, M.D.
/s/Kirby L. Cramer Director May 30, 1997
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Kirby L. Cramer
/s/Thomas D'Alonzo Director May 30, 1997
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Thomas D'Alonzo
/s/Frederick Frank Director May 30, 1997
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Frederick Frank
/s/Frank E. Loy Director May 30, 1997
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Frank E. Loy
/s/John A. McNeill, Jr. Director May 30, 1997
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John A. McNeill, Jr.
S-2
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EXHIBIT 5.1
WYRICK ROBBINS YATES & PONTON LLP
Attorneys at Law
The Summit
4101 Lake Boone Trail, Suite 300
Raleigh, North Carolina 27607-7506
June 2, 1997
Pharmaceutical Product Development, Inc.
3151 17th Street Extension
Wilmington, North Carolina 28401
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
Pharmaceutical Product Development, Inc., a North Carolina corporation (the
"Company"), with the Securities and Exchange Commission on or about the date
hereof (the "Registration Statement"), in connection with the registration under
the Securities Act of 1933, as amended, of 1,500,000 shares of the Company's
Common Stock, $.10 par value per share (the "Shares"). We understand that the
Shares are to issued pursuant to the Company's Employee Stock Purchase Plan and
the Company's Equity Compensation Plan. 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, by you 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 securities counsel, to be taken prior to the
issuance of the Shares, including the proceedings being taken in order to permit
such transactions to be carried out in accordance with applicable state
securities laws, the Shares, when issued in the manner referred to in the
Registration Statement and in accordance with the resolutions adopted by the
Board of Directors of the Company, 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 relating thereto, and any
amendments thereto.
Very truly yours,
WYRICK ROBBINS YATES & PONTON LLP
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EXHIBIT 23.1
[COOPERS & LYBRAND LETTERHEAD]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Pharmaceutical Product Development, Inc. on Form S-8 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 L.L.P.
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Coopers & Lybrand L.L.P.
Raleigh, North Carolina
June 2, 1997
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
Registration Statement.
/s/ ARTHUR ANDERSEN LLP
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ARTHUR ANDERSEN LLP
Washington, D.C.,
May 22, 1997
