<PAGE>
As filed with the Securities and Exchange Commission on October 4, 1999.
Registration No.
================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
PREMIER RESEARCH WORLDWIDE, LTD.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
Delaware 7389 22-3264604
<S> <C> <C>
(State or jurisdiction of Primary Standard Industrial
Incorporation or organization) Classification Code Number (I.R.S. Employer Identification No.)
</TABLE>
30 SOUTH 17TH STREET
PHILADELPHIA, PA 19103
(215) 972-0420
(Address, including zip code,
and telephone Number, including
area code, of registrant's
principal executive offices)
JOEL MORGANROTH, M.D. Chairman and CEO
30 SOUTH 17TH STREET
PHILADELPHIA, PA 19103
(215) 972-0420
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
JAMES H. CARLL, ESQUIRE
ARCHER & GREINER, P.C.
ONE CENTENNIAL SQUARE
HADDONFIELD, NJ 08033
(856) 795-2121
_________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time
after the effective date of this Registration Statement.
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. |_|
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================
<S> <C> <C> <C> <C>
Title of each Proposed Proposed
class of Amount maximum maximum Amount of
securities to be being offering price aggregate registration
registered registered per share(1) offering price(1) fee
====================================================================================================
Common Stock $. 01 par value 2,678,000(2) $5.53 $14,809,340 $4,117
====================================================================================================
</TABLE>
(1) Estimated solely for purposes of computing the registration fee pursuant to
Rule 457 under the Securities Act of 1993, as amended, based upon the
average high and low sales prices reported on the NASDAQ National Market on
October 1, 1999.
(2) All of these shares are outstanding shares which may be sold, from time to
time, by certain selling shareholders.
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 which 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>
PROSPECTUS
PREMIER RESEARCH WORLDWIDE, LTD.
30 S. 17th Street
Philadelphia, Pennsylvania 19103
(215) 972-0420
2,678,000 Shares of
Common Stock
This Prospectus covers the sale of up to 2,678,000 shares of common stock of
Premier Research Worldwide, Ltd. offered for the account of certain of our
shareholders. We will not receive any of the proceeds from the sale of the
shares.
Our common stock is traded on the NASDAQ National Market under the symbol
"PRWW." On October 1, 1999, the last sale price of our common stock as reported
on the NASDAQ National Market was $5.625 per share.
_________________
The information in this Prospectus is not complete and may be changed. These
securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This Prospectus is not an offer
to sell these securities and we are not soliciting offers to buy these
securities in any state where the offer or sale is not permitted
See the section titled "Risk Factors" beginning on page 3 to read about certain
factors you should consider before buying shares of common stock.
_________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is October 4, 1999
<PAGE>
ABOUT THIS PROSPECTUS
This Prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission (the "SEC"). The Prospectus relates to
2,678,000 shares (the "Shares") of our common stock which certain of our
shareholders may sell from time to time. We will not receive any of the proceeds
from these sales. We have agreed to pay the expenses incurred in registering the
Shares, including legal and accounting fees.
The Shares have not been registered under the securities laws of any
state or other jurisdiction as of the date of this Prospectus. Brokers or
dealers should confirm the existence of an exemption from registration or
effectuate such registration in connection with any offer and sale of the
Shares.
This Prospectus describes certain risk factors that you should consider
before purchasing the Shares. See "Risk Factors" beginning on page 3. You should
read this Prospectus together with the additional information described under
the heading "Where You Can Find More Information."
_________________
TABLE OF CONTENTS
About This Prospectus........................................................ 2
Risk Factors................................................................. 3
Where You Can Find More Information.......................................... 7
About Premier Research Worldwide, Ltd........................................ 9
Selling Shareholders......................................................... 10
Plan of Distribution......................................................... 13
Experts...................................................................... 13
Legal Matters................................................................ 13
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RISK FACTORS
An investment in the Shares involves a high degree of risk. You should
consider carefully the following risk factors, togther with the other
information in this Prospectus, before buying any Shares. You should also be
aware that certain statements contained in this Prospectus that are not related
to historical results are forward-looking statements. These forward-looking
statements, such as statements of our strategies, plans, objectives,
expectations and intentions, involve risks and uncertainties. Our actual results
could differ materially from those anticipated in these forward-looking
statements.
Dependence on certain clients
Our net revenues are highly dependent on research and development
expenditures by the phar maceutical, biotechnology and medical device
industries. We have benefitted from the growing ten dency of these businesses to
outsource their product development projects to independent clinical research
organizations ("CROs") like us. Any reduction in the outsourcing of research and
development expenditures in these industries could have a material adverse
effect on us. We have in the past derived a significant portion of our net
revenues from a relatively limited number of major projects or clients. This is
expected to continue in the future. If any of our large clients reduced their
business with us, it could have a material adverse effect on us.
Loss or delay of contracts
Most of our contracts are terminable without cause upon 30 to 90 days
notice by the client. Clients terminate or delay contracts for various reasons.
These reasons include, among others, the failure of the product being tested to
satisfy safety or efficacy requirements; unexpected or undesired clinical
results of the product; the client's decision to forego a particular study;
clients' decisions to downsize their product development portfolios;
insufficient patient enrollment or investigator recruitment; and production
problems resulting in shortages of required clinical supplies. The loss or delay
of a large project or contract or the loss or delay of multiple smaller
contracts could have a material adverse effect on us.
Management of growth
We expect to grow in the next few years. We believe that sustained
growth places a strain on operational, human and financial resources. To manage
our growth, we must continue to improve our operating and administrative
systems. We also must attract and retain qualified management, professional,
scientific and technical operating personnel. Foreign operations also involve
the additional risks of assimilating differences in foreign business practices,
hiring and retaining qualified personnel and overcoming language barriers.
Failure to manage growth effectively could have a material adverse effect on us.
Acquisition risks
We review acquisition candidates in the ordinary course of our
business. Acquisitions involve
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<PAGE>
numerous risks. These risks include the expenses incurred in connection with the
acquisition, difficulties in assimilating operations and products, the diversion
of management's attention from other business concerns and the potential loss of
key employees of the acquired company. Acquisitions of foreign companies also
involve the additional risks of assimilating differences in foreign business
practices, hiring and retaining qualified personnel and overcoming language
barriers. There can be no assurance that any future acquisitions will be
successfully integrated into our operations.
Competition; industry consolidation
The CRO industry is highly fragmented, with several hundred CROs
ranging in size from one person consulting firms to full-service, global product
development organizations. We primarily compete against other CROs, some of
which possess substantially greater capital, technical and other resources. We
also compete against universities and teaching hospitals.
Dependence on proprietary technology; ability to respond to technological change
We rely on trade secret and contract law to protect our proprietary
technology. Such measures may not prove adequate. Our future success also
depends upon our ability to enhance our current technology and to develop and
introduce new technology that keeps pace with technological developments and the
sophisticated needs of our clients. There can be no assurance that we will
successfully develop and introduce such enhancements or new technologies. In
addition, products or technologies developed by others may render our technology
non-competitive or obsolete.
Potential liability
We could be held liable for errors or omissions in connection with any
of the services we perform. Clinical research services involve the testing of
new drugs and devices on human volunteers pursuant to a study protocol that has
been approved by an impartial review board with medical and non-medical members.
Such testing exposes us to the risk of liability for personal injury or death to
patients resulting from their participation in the study, including, among other
things, possible unforeseen adverse side effects or improper use of a new drug
or device. Many of these patients are already seriously ill and are at risk of
further illness or death. We could be materially adversely affected if we were
required to pay damages or incur defense costs in connection with a claim that
is beyond the scope of an indemnity provision or beyond the scope or level of
insurance coverage maintained by us or the client, or where the indemnifying
party does not fulfill its indemnification obligations. In addition, there can
be no assurance that such insurance will continue to be available on terms
acceptable to us.
Dependence on government regulation
Human pharmaceutical products, biological products, and medical devices
are subject to rigorous regulations by the federal government, principally the
United States Food and Drug Administration. If products are tested or marketed
abroad they are also subject to regulation by foreign governments.
A relaxation in the scope of regulatory requirements could decrease the
business opportunities available to us. In addition, our failure to comply with
applicable regulations relating to the conduct of clinical trials or the
preparation of marketing applications could lead to a variety of sanctions. For
example, regulatory violations in the United States could result, depending on
the nature of the violation
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<PAGE>
and the type of product involved, in the issuance of a Warning Letter;
termination of a clinical study; refusal of the FDA to approve clinical trial or
marketing applications or withdrawal of such applications; injunction; seizure
of investigational products; civil penalties; criminal prosecutions; or
debarment of the Company from assisting in the submission of abbreviated drug
applications for generic drugs. Such sanctions could have a material adverse
effect on us.
Uncertainty in health care industry and potential health care reform
The federal and numerous state governments have undertaken efforts to
control growing health care costs through legislation, regulation and voluntary
agreements with medical care providers and pharmaceutical, biotechnology and
medical device companies. In recent years, several comprehensive health care
reform proposals were introduced in the U.S. Congress. The intent of the
proposals was, generally, to expand health care coverage for the uninsured and
to reduce the growth of total health care expenditures. While none of the
comprehensive proposals was adopted, health care reform may again be addressed
by the U.S. Congress. Implementation of comprehensive or incremental government
health care reform, as well as industry-wide health care cost containment
pressures, may adversely affect research and development expenditures by
pharmaceutical, biotechnology and medical device companies. This could decrease
the business opportunities available to us. We are unable to predict the
likelihood of such legislation being enacted into law or the effects such
legislation or cost containment pressures would have on us.
Risk of hazardous material contamination
Our clinical activities involve the controlled use of hazardous
materials. Although we believe that our safety procedures for handling the
disposal of such materials comply with the standards prescribed by state and
federal laws and regulations, the risk of accidental contamination or injury
from these materials cannot be completely eliminated. In the event of such an
accident, we could be held liable for damages which could have a material
adverse effect on us.
Need to attract and retain key personnel
Our success depends on our ability to attract and retain highly trained
personnel. As we increase our sales levels, we will need to attract and retain
additional qualified skilled personnel for our operations. In recent years there
has been great demand for qualified skilled employees in our business segments.
We can give no assurance that we will be successful in attracting and retaining
the personnel needed for our business. Any failure to do so would adversely
affect us.
Quarterly operating results are subject to fluctuation
Our quarterly revenue and operating results have varied in the past and can be
expected to vary in the future. In the future, our operating results may vary
significantly from quarter to quarter due to such factors as:
o changes in customer buying patterns;
o timing of commencement, completion or cancellation of large
contracts;
o mix of services;
o the timing of the announcement and introduction of new products by
us or our competitors;
o the tactics of our competitors;
o technological developments;
o the overall strength of the economy;
o predicting general trends in the market for our products and
services.
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<PAGE>
Fluctuations in our quarterly operating results or our failure to meet
analysts' projections or public expectations as to results may adversely affect
the market price of our stock. Our operating results for any particular quarter
are not necessarily indicative of results that we may achieve for any subsequent
quarter or full fiscal year.
Stock price volatility
Our stock price may be volatile. We may experience volatility in our
stock price due to the following and other factors:
o quarterly variations in our operating results;
o the liquidity of the market for our stock;
o announcements of business developments by us or our competitors;
o public perception regarding the CRO market;
o developments or disputes concerning proprietary rights;
o technological innovations or newly introduced products;
o general conditions in the CRO industry and the economy.
Future capital needs; uncertainty of additional funding
We anticipate that cash on hand and anticipated revenues from
operations will be sufficient to finance our operations at least through
December 2000. However, we may require additional capital sooner than December
2000. In order to meet our needs beyond such time, we may be required to raise
additional capital. Additional capital may be unavailable, or available only on
unfavorable terms. Any additional equity financings may be dilutive to
purchasers in this offering. Any debt financing may involve restrictive
covenants. Failure to secure additional financing if and when needed could
adversely affect our operations. If we are unable to raise additional capital we
would be required to delay, scale back, or eliminate market expansion activities
and research and development on existing or new products, or cease operations
entirely.
Limitation on use of net operating loss carryforward
The annual use of our federal net operating loss carryforwards is
limited under the Internal Revenue Code as a result of changes in the ownership
of our common stock. This annual limitation is approximately $2 million. While
this annual limitation is cumulative and can be utilized in future years, it
will result in a delay of the use of the carryforward on our federal tax
returns.
Year 2000 risks
We are aware of the issues and problems associated with the Year 2000
date change. The problems surrounding Year 2000 compliance are of extreme
concern to us, since we are a clinical research organization providing
diagnostic testing and clinical research services to the pharmaceutical
industry, as well as a developer of clinical database management software. We
produce and deliver information that is date sensitive, especially in deriving
date and time calculations.
Our strategy to address Year 2000 compliance is to replace potentially
non-compliant software and hardware with new compliant systems or updated Year
2000 compliant versions. We are also assessing and surveying our suppliers of
third party products and services. We cannot at this time fully assess the
status of our suppliers until they have completed their own efforts. We will
review the readiness of the suppliers on an on-going basis throughout the
remainder of the year.
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<PAGE>
We also rely heavily on the healthcare industry. This industry and its
related clinical investigational sites may not have focused their efforts on the
Year 2000 issue to the same degree. Thus we have an increased risk that
investigational sites, necessary for the conduct of clinical trials, will be
unable to provide timely answers and data that we need to perform services on
time to our contractual clients. Also, the failure of our customers to address
the Year 2000 issue could negatively impact on their ability to use our
services.
While contingency plans have been developed to address the above risks,
we cannot assure that those plans will sufficiently protect us from the effects
of those risks. Any disruptions from the realization of any of these risks could
adversely affect us.
Anti-takeover provisions
Provisions of our amended and restated articles of incorporation and
Delaware law could make it more difficult for a third party to acquire us, even
if doing so would be beneficial to our shareholders.
No dividends
We have never declared or paid any cash dividends on our capital stock
and do not anticipate paying any cash dividends in the foreseeable future.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file at
the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C.
20549, or at the SEC's public-reference rooms in New York, N.Y. and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms. Our SEC filings are also available to the public from
the SEC's web site at http://www.sec.gov. You may visit our web site at
http://www.premier-research.com.
The SEC allows us to "incorporate by reference" the information that we
file with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this Prospectus, and later information that we file
with the SEC will automatically update and supercede this Prospectus. We
incorporate by reference the following documents listed below and any future
filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, until the selling shareholders sell all the
Shares:
o Annual Report on Form 10-K for the year ended December 31, 1998;
o Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999
and June 30, 1999;
o Current Report on Form 8-K dated September 9, 1999; and
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<PAGE>
o The description of the common stock contained in our Registration
Statement on Form 8-A, dated January 28, 1997, and any amendment or
report filed to update such description filed subsequent to the date
of this Prospectus and prior to the termination of the offering of
the Shares.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Premier Research Worldwide, Ltd.
30 S. 17th Street
Philadelphia, Pennsylvania 19103
(215) 972-0420
You should rely only on the information incorporated by reference or
provided in this Prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The selling shareholders should
not make an offer of the Shares in any state where the offer is not permitted.
You should not assume that the information in this Prospectus or any supplement
is accurate as of any date other than the date on the front of those documents.
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<PAGE>
ABOUT PREMIER RESEARCH WORLDWIDE, LTD.
Premier Research Worldwide, Ltd. is a global service and consulting
company operating in the clinical research organization ("CRO") field. Through
the application and integration of science, process and technology, we aid our
clients in the clinical development process, improving the quality and
timeliness of data, speeding time to market and reducing overall development
costs. Through coupling an in-depth understanding of clinical development with
technology and efficient workflow processes, we provide specific clinical
development solutions for clients in the pharmaceutical, biotechnology and
medical device industries and other CRO's. Our products and services include
targeted therapeutic research, centralized diagnostic testing and internet
enabled proprietary software.
All of our services are designed to help clients reduce their product
development time in a cost-effective manner. In 1977, our predecessor, Cardio
Data Systems, began providing diagnostic testing services used to evaluate the
safety and efficacy of new drugs. Today, these services include
electrocardiograms, Holter monitoring, pulmonary function testing, blood and
urine sampling, and other tests. We provide these tests on a centralized basis.
To take advantage of the potential synergies and cross-selling opportunities
with our centralized diagnostic testing services, we added clinical trial
management capabilities in 1995 by forming a limited liability company to pursue
this business area. This limited liability company was originally owned 65% by
us and 35% by PREMIER, Inc., a large voluntary healthcare alliance. Upon the
closing of our initial public offering of common stock in February 1997, PREMIER
Inc.'s minority interest in this limited liability company was converted into
330,150 shares of our common stock.
During 1997, we acquired the assets and business of DLB Systems, Ltd.,
a provider of clinical trial and data management software and services to the
pharmaceutical, biotechnology and device industry. The acquisition of DLB
provides the opportunity to extend our clinical data management expertise
worldwide. The integration of our rapid data acquisition and review capacity and
DLB's integrated clinical research system allows us to offer technological
advantages facilitating drug and medical device development.
We are also a pioneer in recruiting patients for clinical trials via
the internet and have a working relationship and minority ownership position in
www.americasdoctor.com, an e-health company that is one of four anchor tenants
on the AOL Health Page.
Our principal executive offices are located at 30 S. 17th Street,
Philadelphia, Pennsylvania 19103, telephone number (215) 972-0420. For further
information concerning Premier Research, see the section titled "Where You Can
Find More Information."
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SELLING SHAREHOLDERS
Certain of our selling shareholders may sell, from time to time, up to
2,678,000 shares of the common stock. The table below identifies each selling
shareholder and the number of shares which each such shareholder may sell
pursuant to this Prospectus.
Maximum
Number of Shares
to be Sold
Pursuant to this
Name Prospectus (1)
- ------------------------- ----------------
Joel Morganroth, M.D. (2) 130,000
Ellis G. and Peggy 25,050
B. Wachs, Tenants
by Entireties
EWachs Family 50,000
Partnership
Bryan Weingarten 8,300
Steven Sidewater 33,350
Sidewater Assn. I. 33,350
Vederman Family 16,700
Partnership
Stephen Wolfson 20,825
June Wolfson 20,825
MLPF&S CUST 16,700
FPO Joseph A.
Esposito IRRA FBO
Joseph A. Esposito
Vanguard Fiduciary 16,450
Trust Company for
the Benefit of
William H. Simmons
Kaplin Investment Partnership, LP 166,700
Elmer L. Kaplin 41,650
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Trust under Will #1 83,350
Robert H. Fleisher, deceased
Sheldon M. Bonovitz, Trustee
Trust dated 1/30/88 (3)
Lawrence S. Smith 83,350
Comcast Corporation 83,350
Brian Roberts 41,650
RCNJ Associates, 83,350
LP
Stephen Phillips 41,650
John M. Ryan (4) 16,700
James E. Marks 16,700
Ira Lubert 1,000,001
Dean Adler 33,333
Kristine Lubert 7,333
Trust - Howard
Lubert Trustee
Trust dated 6/20/90
Jonathan Lubert 7,333
Trust - Howard
Lubert Trustee
Trust dated 6/20/90
Corporate 492,400
Opportunities
Fund (Institutional),
L.P. (5)
Corporate 90,900
Opportunities
Fund, L.P. (5)
Howard Silverman 16,700
____________
(l) The following persons may be deemed to be the beneficial owners of the
following additional shares which are not shown in the table:
Dr. Morganroth, 874,000 shares; William
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Simmons, 30,000 shares; Ned Kaplin, a partner of Kaplin Investment
Partnership, LP, 5,000 shares; Elmer L. Kaplin, 13,000 shares; Sheldon
Bonovitz, 37,000 shares; Lawrence S. Smith, 23,600 shares; Stephen
Phillips, 3,000 shares; and John Ryan, 3,000 shares. Such additional shares
are not covered by this Prospectus.
(2) Dr. Morganroth is the Chairman, Chief Executive Officer and a director of
Premier Research.
(3) Mr. Bonovitz is a director of Premier Research.
(4) Mr. Ryan is a director of Premier Research.
(5) James C. Gale, the Chief Investment Officer, a member and manager of the
general partner of Corporate Opportunities Fund (Institutional), L.P. and
Corporate Opportunities Fund, L.P., is a director of Premier Research.
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PLAN OF DISTRIBUTION
We are registering the Shares on behalf of certain of our shareholders
(together with any donees, pledgees or other transferees selling Shares received
from such shareholders after the date of this Prospectus, the "Selling
Shareholders"). The Selling Shareholders will offer and sell the Shares to which
this Prospectus relates for their own accounts. We will not receive any proceeds
from the sale of the Shares. We will bear all expenses and fees of registration
of the Shares.
The Selling Shareholders may offer and sell the Shares from time to time in
the over-the-counter market in regular brokerage transactions, in transactions
directly with market makers or in privately negotiated transactions, through put
or call options transactions, through short sales or a combination of such
methods of sales at prices relating to prevailing market prices or at negotiated
prices. Sales may be made to or through brokers or dealers who may receive
compensation in the form of discounts, concessions or commissions from the
Selling Shareholders or the purchasers of the Shares. As of the date of this
Prospectus, we are not aware of any agreement, arrangement or understanding
between any broker or dealer and any Selling Shareholder. There is no assurance
that the Selling Shareholders will sell any or all of the Shares that they
offer.
The Selling Shareholders and any brokers or dealers who participate in the
sale of the Shares may be deemed to be "underwriters" within the meaning of the
Securities Act of 1933, and any commissions received by them and any profits
realized by them on the resale of Shares may be deemed to be underwriting
discounts or commissions under the Securities Act. Because the Selling
Shareholders may be deemed to be an "underwriter" within the meaning of the
Securities Act, the Selling Shareholders will be subject to the prospectus
delivery requirements of the Securities Act. We have informed the Selling
Shareholders that the anti-manipulative provisions of Regulation M promulgated
under the Securities Exchange Act may apply to their sales in the market.
Any Selling Shareholder may also resell all or a portion of the Shares in
open market transactions in reliance upon Rule 144 under the Securities Act,
provided it meets the criteria and conforms to the requirements of such Rule.
EXPERTS
The financial statements and schedules incorporated by reference in the
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
incorporated by reference herein in reliance upon the authority of said firm as
experts in giving said reports.
LEGAL MATTERS
The validity of the Shares offered in this Prospectus has been passed upon
for us by Archer & Greiner, P.C., Haddonfield, New Jersey and Philadelphia,
Pennsylvania.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses of the Registrant in connection with the distribution of
the securities being registered hereunder are set forth below and will be borne
by the Registrant. All expenses are estimated other than the SEC registration
fee.
SEC registration fee.................................. $ 4,117
Printing expenses..................................... $ 1,000
Attorneys' fees and expenses.......................... $ 7,500
Accountants' fees and expenses........................ $ 4,500
Miscellaneous......................................... $ 1,000
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TOTAL.................... $18,117
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Item 15. 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.
II-1
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The Company has purchased 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.
Item 16. Exhibits.
Number Description
------ -----------
5 Opinion of Archer & Greiner, P.C.
23.1 Consent of Archer & Greiner, P.C. - See Exhibit 5.
23.2 Consent of Arthur Andersen LLP
24 Power of Attorney of Directors and Officers - See Signature
Page.
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 most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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 in the information set forth in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and 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 purposes 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
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<PAGE>
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 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 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.
(i) The undersigned registrant hereby undertakes that:
(1) For determining any liability under the Securities Act, it will
treat the information omitted from the form of Prospectus filed as a part of
this Registration Statement in reliance upon Rule 430(A) and contained in a
form of Prospectus filed by the Company under Rule 424(b)(1), or (4) or 497(h)
under the Securities Act as part of this Registration Statement as of the time
the Commission declared it effective.
(2) For the purpose of determining any liability under the
Securities Act, it will treat each post-effective Amendment that contains a form
of Prospectus as a new Registration Statement for the securities offered in the
Registration Statement, and the offering of the securities at that time as the
initial bona fide offering of those securities.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on
September 21, 1999.
PREMIER RESEARCH WORLDWIDE, LTD.
By: /s/ Joel Morganroth, M.D.
-----------------------------------------
JOEL MORGANROTH, M.D., Chairman
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed 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, John Bauer
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.
Signature Title Date
/s/ Joel Morganroth, M.D. Chief Executive Officer and September 21, 1999
- -------------------------- Director
Joel Morganroth, M.D. (Principal executive officer)
/s/ John Bauer Senior Vice President, September 21, 1999
- -------------------------- Finance/Administration
John Bauer (Principal financial
and accounting officer)
/s/ Sheldon Bonovitz Director September 21, 1999
- --------------------------
Sheldon Bonovitz
/s/ James Gale Director September 21, 1999
- --------------------------
James Gale
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<PAGE>
/s/ Arthur Hull Hayes, Jr., M.D. Director September 21, 1999
- --------------------------------
Arthur Hull Hayes, Jr., M.D.
/s/ Charles L. Jacobson, M.D. Director September 21, 1999
- --------------------------------
Charles L. Jacobson, M.D.
/s/ Jerry D. Lee Director September 21, 1999
- --------------------------------
Jerry D. Lee
/s/ John Ryan Director September 21, 1999
- --------------------------------
John Ryan
/s/ Philip J. Whitcome, M.D. Director September 21, 1999
- --------------------------------
Philip J. Whitcome, Ph.D.
/s/ Connie Woodburn Director September 21, 1999
- --------------------------------
Connie Woodburn
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<PAGE>
EXHIBIT 5
ARCHER & GREINER
A PROFESSIONAL CORPORATION
COUNSELORS AT LAW
ONE CENTENNIAL SQUARE
HADDONFIELD, N.J. 08033
856 - 795-2121
FAX 856 - 795-0574
October 4, 1999
Premier Research Worldwide, Ltd.
30 S. 17th Street
Philadelphia, PA 19103
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 of
the 2,678,000 shares of common stock, par value $0.01 per share, covered by the
Registration Statement on Form S-3, dated October 4, 1999, in connection with
which Registration Statement this opinion is rendered.
Based upon such examination, we are of the opinion that the shares are,
and will continue to be after having been sold upon the terms and conditions set
forth in the Registration Statement, 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,
ARCHER & GREINER
A Professional Corporation
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 3, 1999 included in Premier Research Worldwide, Ltd.'s Form 10-K for
the year ended December 31, 1998 and to all references to our Firm included in
this registration statement.
Arthur Andersen LLP
Philadelphia, PA
October 4, 1999
