<PAGE>
As filed with the Securities and Exchange Commission on May 2, 1997
Registration No. _________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
------------------
PREMIER RESEARCH WORLDWIDE, LTD.
(Exact name of issuer as specified in its charter)
Delaware 22-3264604
(State of incorporation) (I.R.S. Employer Identification No.)
124 South 15th Street Philadelphia, PA 19102
(Address of Principal Executive Offices)
----------------------------
PREMIER RESEARCH WORLDWIDE, LTD. 1996 STOCK OPTION PLAN
(Full title of the plan)
----------------------------
Joel Morganroth, M.D,. President
124 South 15th Street
Philadelphia, PA 19102
(215) 972-0420
(Name, address and telephone number of agent for service)
-----------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Proposed Proposed
Title of maximum maximum
Securities offering aggregate Amount of
to be Amount to be price per offering Registration
Registered Registered(1) share(2) price Fee
- --------------------------------------------------------------------------------------------------------------
Common Stock,
Par value $.01 500,000 shares $9.75 $4,875,000 $1,477.27
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(a), this Registration Statement includes such
additional shares of Common Stock as may be issuable by virtue of the
anti-dilution provisions of the 1996 Stock Option Plan.
(2) Estimated pursuant to Rule 457 solely for the purpose of calculating
the registration fee. The price is based upon the last sale price
reported on the NASDAQ National Market System on April 29, 1997.
Approximate date of commencement of proposed sale to public: As soon as
practicable after the Registration Statement becomes effective. These securities
are being registered pursuant to Rule 415.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.(1)
--------------------
Item 2. Registrant Information and Employee Plan Annual Information.(1)
---------------------------------------------------------------
- ---------------------
(1) Information required by Part I to be contained in the Section
10(a) prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as
amended, and the Note to Part I of Form S-8.
R-2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents previously filed by Premier Research Worldwide,
Ltd. (the "Company") with the Securities and Exchange Commission are
incorporated by reference in this Registration Statement and made a part hereof:
a. Prospectus filed on February 4, 1997 pursuant to Rule
424(b), containing audited financial statements for
the fiscal year ended December 31, 1996.
b. The description of the Company's Common Stock
contained in the Company's Registration Statement on
Form S-1, File No. 333-17001.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"), prior to the filing of a post-effective amendment to the Registration
Statement relating to the Common Stock offered hereby which indicates that all
such Common Stock has been sold or which deregisters all such Common Stock then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part thereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained in this document which also is or is deemed to be
incorporated by reference in this Registration Statement, modifies, supersedes,
or replaces such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
--------------------------
Not applicable.
R-3
<PAGE>
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The legality of the shares offered hereby will be passed upon
for the Company by Archer & Greiner, A Professional Corporation, Haddonfield,
New Jersey. James H. Carll, a member of Archer & Greiner, is a director of UM
Equity Corp. and UM Holdings, Ltd., respectively the Company's direct and
indirect parent corporation.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Under Section 145 of the Delaware General Corporation Law, the
Company must indemnify each of its directors and officers against his expenses
(that is, reasonable costs, disbursements and counsel fees) in connection with
any proceeding involving such person by reason of his having been an officer,
director, employee or agent of the Company, or who is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, to the
extent he is successful on the merits. Moreover, under such statutory provision
the Company has the corporate power to indemnify its officers and directors
against expenses and (in the case of proceedings other than those by or in the
right of the Company) liabilities incurred in such a proceeding, provided (i)
the officer or director has acted in good faith and in a manner reasonably
believed to be in, or not opposed to, the best interests of the Company and (ii)
with respect to any criminal proceeding, he had no reasonable cause to believe
his conduct was unlawful. In the case of a proceeding by or in the right of the
Company, however, such indemnification is not permitted if the individual is
adjudged to be liable to the Company, unless a court determines that he is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
The determination of whether indemnification is proper under the
circumstances, unless made by a court, is determined by a majority of the
disinterested members of the Board of Directors or committee thereof, by
independent legal counsel if a quorum of the disinterested members of the Board
of Directors or committee thereof is not available or if the disinterested
members of the Board of Directors or a committee thereof so direct, or by the
stockholders.
The Company's Bylaws require the Company to indemnify each director and
officer if Section 145 of the Delaware General Corporation Law permits the
Company to do so.
The Company has obtained a directors' and officers' liability insurance
policy, which affords officers and directors insurance coverage for losses
arising from claims based on breaches of duty, negligence, error and other
wrongful acts.
R-4
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Securities Act of
1933 and is therefore unenforceable.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
--------
The following Exhibits are filed with this Registration
Statement or, as indicated, incorporated by reference:
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C> <C>
4 Premier Research Worldwide, Ltd. 1996 Stock
Option Plan(1)
5 Opinion of Archer & Greiner, P.C. as to legality
of securities to be registered
23.1 Consent of Archer & Greiner,
P.C., included in their opinion as Exhibit 5
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney (contained on
signature page)
- -----------------------
</TABLE>
(1) Incorporated by reference to the exhibit with the same number, filed in
connection with the Company's Registration Statement on Form S-1, File No.
333-17001, declared effective by the Securities and Exchange Commission on
February 3, 1997.
R-5
<PAGE>
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:
(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 this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information
with respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement.
Provided, however, that paragraphs (a)(l)(i) and (a)(l)(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 this 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 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 Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in this 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.
R-6
<PAGE>
(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 Securities Act of 1933 and is, therefore, 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 of whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
R-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant 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 Haddonfield, and the State of New Jersey, on
this 24th day of April, 1997.
PREMIER RESEARCH WORLDWIDE, LTD.
By: /s/ Joel Morganroth
-------------------------------------
Joel Morganroth,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Each person whose signature to this Registration Statement appears
below hereby appoints Joel Morganroth, Fred M. Powell, Arthur W. Hicks, Jr., and
James H. Carll, and each of them, any one of whom may act without the joinder of
the others, as his attorney-in-fact to sign in his behalf individually and in
the capacity stated below and to file all amendments and post-effective
amendments to this Registration Statement, and any and all instruments or
documents filed as part of or in connection with this Registration Statement or
the amendments thereto, and any of such attorneys-in-fact may make such changes
and additions to this Registration Statement as such attorney-in-fact may deem
necessary or appropriate.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Joel Morganroth, M.D. Chief Executive Officer, April 24, 1997
- -------------------------- Director
Joel Morganroth, M.D. (Principal executive officer)
/s/ Fred M. Powell Senior Vice President, April 24, 1997
- -------------------------- Finance/Administration
Fred M. Powell (Principal financial
and accounting officer)
</TABLE>
R-8
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Joan Carter Chairman, Director April 24, 1997
- --------------------------------
Joan Carter
/s/ John Aglialoro Director April 24, 1997
- --------------------------------
John Aglialoro
/s/ Arthur Hull Hayes, Jr., M.D. Director April 24, 1997
- --------------------------------
Arthur Hull Hayes, Jr., M.D.
/s/ Arthur W. Hicks, Jr. Director April 24, 1997
- --------------------------------
Arthur W. Hicks, Jr.
/s/ Charles L. Jacobson, M.D. Director April 24, 1997
- --------------------------------
Charles L. Jacobson, M.D.
/s/ Jerry D. Lee Director April 24, 1997
- --------------------------------
Jerry D. Lee
/s/ Connie Woodburn Director April 24, 1997
- --------------------------------
Connie Woodburn
/s/ Philip J. Whitcome, Ph.D. Director April 24, 1997
- --------------------------------
Philip J. Whitcome, Ph.D.
</TABLE>
R-9
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description Page No.
- ----------- ----------- --------
5 Opinion of Archer & Greiner, P.C.
as to legality of securities to be registered
23.2 Consent of Arthur Andersen LLP
R-10
<PAGE>
ARCHER & GREINER
A Professional Corporation
COUNSELORS AT LAW
ONE CENTENNIAL SQUARE
P.O. Box 3000
HADDONFIELD, NEW JERSEY 08033-0968
May 2, 1997
Premier Research Worldwide, Ltd.
124 S. 15th Street
Philadelphia, Pennsylvania 19102-3010
Dear Sirs:
We have examined the corporate records and proceedings of Premier
Research Worldwide, Ltd., a Delaware corporation, with respect to the legal
sufficiency of all corporate proceedings of such corporation taken in connection
with the creation, form and validity and full payment and non-assessability when
issued of the 500,000 shares of common stock, par value $0.01 per share, covered
by the Registration Statement on Form S-8, dated May 2, 1997, in connection
with which Registration Statement this opinion is rendered.
Based upon such examination, we are of the opinion that when the
Registration Statement shall have been declared effective by order of the
Securities and Exchange Commission, and the shares shall have been issued and
sold upon the terms and conditions set forth in the Registration Statement, such
shares will be validly authorized and legally issued, fully paid, and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Sincerely,
/s/ Archer & Greiner
--------------------
ARCHER & GREINER
A Professional Corporation
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 27, 1997
included in Premier Research Worldwide, Ltd.'s Prospectus filed on February 4,
1997 and to all references to our firm in this registration statement.
/s/ Arthur Andersen LLP
-----------------------
Philadelphia, Pa.
April 28, 1997
