<PAGE>
As filed with the Securities and Exchange Commission on June 7, 1999.
Registration No. 333-
-------
- --------------------------------------------------------------------------------
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.)
30 South 17th Street, Philadelphia, PA 19103
(Address of Principal Executive Offices)
----------------------------
PREMIER RESEARCH WORLDWIDE, LTD.
1996 STOCK OPTION PLAN
(Full title of the plan)
----------------------------
JOEL MORGANROTH, M.D., CEO
PREMIER RESEARCH WORLDWIDE, LTD.
30 South 17th Street
Philadelphia, PA 19103
(215) 972-0420
(Name, address and telephone number of agent for service)
Copies to:
James H. Carll, Esquire
Archer & Greiner
One Centennial Square
Haddonfield, NJ 08033
(609) 795-2121
-----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
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
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Shares
Par value $.01 per share 600,000 shares $6.75 $4,050,000 $1,113.75
- ---------------------------------------------------------------------------------------------------------------------------
</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, based upon the average of the high and low sale prices
reported on the NASDAQ National Market System on June 1, 1999.
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>
This Registration Statement on Form S-8 is being filed to register,
pursuant to the Securities Act of 1933, as amended, 600,000 additional shares of
the Common Stock of Premier Research Worldwide, Ltd., a Delaware corporation
(the "Company"), issuable pursuant to the Premier Research Worldwide, Ltd. 1996
Stock Option Plan. The contents of Registration Statement on Form S-8, File No.
333-26471, previously filed by the Company with the Securities and Exchange
Commission, are incorporated by reference in this Registration Statement and
made a part hereof.
R-3
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following Exhibits are filed with this Registration Statement or,
as indicated, incorporated by reference:
Exhibit No. Description
----------- -----------
4.1 Premier Research Worldwide, Ltd. 1996 Stock
Option Plan (incorporated by reference to Exhibit
10.7 to the Registration Statement on Form S-1,
File No. 333-17001).
4.2 Amendment No. 1 to 1996 Stock Option Plan
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)
[INTENTIONALLY LEFT BLANK]
R-4
<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 Philadelphia, and the Commonwealth of
Pennsylvania on this twenty-fifth day of May, 1999.
PREMIER RESEARCH INTERNATIONAL, LTD.
By: /s/ Joel Morganroth
-------------------------------------
Joel Morganroth, M.D.,
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, M.D., Fred Powell 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 on 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 a part
of or in connection with this Registration Statement or the amendments thereto,
and such attorney-in-fact may make such changes and additions to this
Registration Statement as he may deem necessary or appropriate.
Signature Capacity Date
/s/ Joel Morganroth Chief Executive Officer and May 25, 1999
- --------------------- Director
Joel Morganroth, M.D. (Principal executive officer)
/s/ Fred Powell Vice President - Chief Financial May 25, 1999
- --------------------- Officer
Fred Powell (Principal financial and
accounting officer)
/s/ John Aglialoro Chairman of the Board May 25, 1999
- --------------------- and Director
John Aglialoro
R-5
<PAGE>
/s/ Joan Carter Director May 25, 1999
- ----------------------------
Joan Carter
/s/ Arthur Hull Hayes, Jr., Director May 25, 1999
- ----------------------------
Arthur Hull Hayes, Jr., M.D.
/s/ Arthur W. Hicks, Jr. Director May 25, 1999
- ----------------------------
Arthur W. Hicks, Jr.
/s/ Charles L. Jacobson Director May 25, 1999
- ----------------------------
Charles L. Jacobson, M.D.
/s/ Jerry Lee Director May 25, 1999
- ----------------------------
Jerry Lee
/s/ Philip J. Whitcome Director May 25, 1999
- ----------------------------
Philip J. Whitcome, Ph.D.
____________________________ Director May 25, 1999
Connie Woodburn
R-6
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
4.2 Amendment No. 1 to 1996
Stock Option Plan
5 Opinion of Archer & Greiner, P.C.
as to legality of securities to be registered
(with consent included)
23.2 Consent of Arthur Andersen LLP
<PAGE>
EXHIBIT 4.2
PREMIER RESEARCH WORLDWIDE, LTD.
Amendment No. 1
to
1996 Stock Option Plan
The 1996 Stock Option Plan (the "Option Plan") of Premier Research
Worldwide, Ltd. (the "Company") is hereby amended as follows:
1. Reservation of Additional Shares. Section 4 of the Option Plan is
hereby amended to reserve an additional 600,000 shares of Common Stock for
issuance thereunder.
2. Fixed Option Grants. The Option Plan is hereby further amended to
include the following new Section 8:
8. Fixed Option Grants to Outside Directors.
A. Defined Terms (i) The term "Outside Directors" as
utilized herein refers to any individual who serves
as a member of the Board of Directors of the Company
and who is neither (i) an employee of the Company,
(ii) the beneficial owner of 10% or more of the
outstanding Common Stock of the Company (a
"Significant Holder"), or (iii) a stockholder,
member or partner of any entity which itself is a
Significant Holder.
(ii) The term "Annual Meeting" as utilized herein
refers to an Annual Meeting of Stockholders of
the Company.
B. Initial Grants Each Outside Director initially
elected to the Board of Directors at or after the
1999 Annual Meeting shall be automatically granted,
on the date of such election, an option to acquire
5,000 shares of the Common Stock of the Company.
C. Annual Grants Each Outside Director who is a
member of the Company's Board of Directors
immediately following an Annual Meeting (including
the 1999 Annual Meeting) shall be automatically
granted, on the date of the Annual Meeting, an
option to acquire 5,000 shares of the Common Stock
of the Company, provided that an Outside Director
first elected to the Board of Directors at such
Annual Meeting or within six months prior to such
Annual Meeting shall not be eligible for the annual
grant otherwise to be issued at the date of such
Annual Meeting.
<PAGE>
D. Terms of Fixed Option Grants. Options granted
pursuant to this Section 8 will be subject to all of
the terms and conditions of the Option Plan. In
addition, each such option shall be subject to the
following terms:
(i) The option price per share shall be 100% of
the fair market value of the Common Stock on
the close of business on the date the option
is granted, determined as provided in the
Option Plan.
(ii) Each option will be immediately exercisable
upon grant.
(iii) Shares of Common Stock received upon exercise
of the options granted pursuant to this
Section 8 may not be sold, transferred,
assigned, pledged or otherwise disposed of
until at least six months and one day after
the date of grant.
(iv) Each option will expire upon the earlier of
(a) ten years from the date of grant or (b)
three months after the Outside Director ceases
to serve as a director for any reason.
3. Effective Date. This Amendment No. 1 shall be not be effective
until its approval by the stockholders of the Company at the 1999 Annual
Meeting.
<PAGE>
EXHIBIT 5
ARCHER & GREINER
A Professional Corporation
COUNSELORS AT LAW
ONE CENTENNIAL SQUARE
P. O. BOX 3000
HADDONFIELD, NEW JERSEY 08033-0968
June 7, 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 when
issued of the 600,000 shares of common stock, par value $0.01 per share, covered
by the Registration Statement on Form S-8, dated June 7, 1999, 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,
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 the Company'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,
June 7, 1999
