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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: August 27,1999
PREMIER RESEARCH WORLDWIDE, LTD.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-29100 22-3264604
(State or other jurisdiction of (Commission File No.) (I.R.S. Employer
incorporation or organization) Identification No.)
30 S. 17th Street, Philadelphia, Pennsylvania 19103
(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (215) 972-0420
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Item 1: Changes in Control of Registrant.
Prior to the transactions discussed in this Item, UM Holdings, Ltd.,
through its wholly-owned subsidiaries, beneficially owned 3,025,450 shares of
the Common Stock of the Registrant, representing approximately 42.9% of the
total outstanding shares. On August 27, 1999, UM sold:
(1) 2,678,000 shares of the Common Stock in separate, private
transactions with approximately 26 purchasers (the "Investors"), at a
purchase price of $6.00 per share ($16,068,000 in the aggregate); and
(2) 322,000 shares of the Common Stock to the Registrant as part of the
Registrant's announced stock buy-back program, at a purchase price of $6
per share ($1,932,000 in the aggregate).
Following these transactions, the Registrant understands that UM beneficially
owns 25,450 shares of Common Stock, or less than 1% of the outstanding shares.
The Investors include the following persons who, to the Registrant's
knowledge, following the above transactions beneficially own the indicated
number of shares of Common Stock, representing in excess of 5% of the
outstanding shares:
Shares
Beneficially Percentage
Name Owned Owned
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Joel Morganroth, M.D. 1,004,000 (1) 14.7%
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Corporate Opportunities
Fund (Institutional), L.P. 492,400 7.2%
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Ira Lubert 1,007,334 (2) 14.8%
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(1) Includes (a) 495,225 shares held in a trust, the trustee of which
is Dr. Morganroth's wife and the beneficiaries of which are Dr.
Morganroth's children, as to which shares Dr. Morganroth disclaims
beneficial ownership, (b) 9,600 shares owned by a pension plan, as to which
Dr. Morganroth has shared voting and dispositive power, and (c) 4,000
shares underlying currently exercisable options.
(2) Includes 7,334 shares owned by a trust for the benefit of Mr.
Lubert's minor daughter, as to which Mr. Lubert disclaims beneficial
ownership.
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The only other person known to the Registrant to beneficially own more
than 5% of the outstanding Common Stock is Gilder, Gagnon & Howe, which
according to information filed with the Securities and Exchange Commission
beneficially owned as of July 31, 1999 1,500,565 shares of the Common Stock (or
21.3% of the then outstanding shares).
In connection with the above transactions, the Registrant entered into
a Registration Rights Agreement with the Investors, providing the Investors
certain registration rights pursuant to the Securities Exchange Act of 1933, as
amended, with respect to the acquired shares; and a Put Option Agreement with
one of the Investors, Ira Lubert, providing Mr. Lubert the right to require the
Registrant to purchase from Mr. Lubert 916,668 shares of the Common Stock at a
purchase price of $6 per share, which right must be exercised, if at all, on or
before September 15, 1999.
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Following the above transactions, John Aglialoro, Joan Carter and
Arthur Hicks, Jr., each of whom is an employee of UM, resigned from the Board of
Directors of the Registrant, and Mr. Aglialoro resigned as Chairman of the Board
of Directors. On August 30, 1999, Joel Morganroth, M.D., Chief Executive Officer
of the Registrant, was elected by the Board of Directors as its Chairman and
Sheldon Bonovitz, James Gale, and John M. Ryan were appointed to the Board of
Directors.
Item 7: Financial Statements and Exhibits.
Exhibit 10.1 Registration Rights Agreement dated August 27, 1999
Exhibit 10.2 Put Option Agreement dated August 27, 1999
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATED: September 9, 1999
PREMIER RESEARCH WORLDWIDE, LTD.
By: /s/ Joel Morganroth
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Joel Morganroth, M.D.,
Chairman and
Chief Executive Officer
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EXHIBIT 10.1
REGISTRATION RIGHTS AGREEMENT
AGREEMENT dated as of August 27, 1999, among Premier Research
Worldwide, Ltd, a Delaware corporation ("Company"), and each of the persons
listed on the signature page hereto ("Holders").
Preliminary Statement
The Holders on this date have acquired, in the aggregate, 2,678,000
shares of the Common Stock, par value $.01 per share ("Registrable Securities"),
of the Company. The Company has agreed to provide to the Holders certain
registration rights, as more fully set forth herein.
THEREFORE, the parties hereto do hereby agree as follows:
1. Registration Rights.
The Company shall promptly prepare and file a Registration
Statement on Form S-3 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act") covering the Registrable Securities and
shall use reasonable efforts to cause such Registration Statement to become
effective as promptly as feasible. The Company shall cause the Registration
Statement to remain effective until the earlier to occur of the following: (i)
all shares subject to the registration have been sold in accordance with the
terms thereof or (ii) all of the shares are able to be sold without volume
limitation pursuant to Rule 144 promulgated under the Securities Act.
If, at any time that the Registration Statement is effective the Board
of Directors of the Company determines, in good faith, that a sale of Common
Stock pursuant to the Registration Statement would require disclosure of
material information which the Company has a bona fide business purpose for
preserving as confidential, the Company may give the Holders notice that they
may not sell Registrable Securities during the time such restriction is
advisable; provided, however, that the period sales are not permitted shall not
exceed a period of 75 consecutive days or more than 105 days in any one-year
period.
2. Registration Procedures. The Company will:
(a) prepare and file with the Commission the Registration
Statement, and use its best efforts to cause the Registration Statement
to become and remain effective for such period as is specified in
paragraph 1;
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(b) prepare and file with the Commission such amendments to the
Registration Statement and supplements to the prospectus contained
therein as may be necessary to keep the Registration Statement
effective for such period as is specified in paragraph 1;
(c) furnish to Holders such reasonable number of copies of the
Registration Statement, preliminary prospectus, final prospectus and
such other documents as the Holders may reasonably request in order to
facilitate the public offering of Registrable Securities;
(d) prepare and promptly file with the Commission and promptly
notify Holders of the filing of such amendment or supplement to the
Registration Statement or prospectus as may be necessary to correct any
statements or omissions if, at the time when a prospectus relating to
such securities is required to be delivered under the Securities Act,
any event shall have occurred as the result of which any such
prospectus or any other prospectus as then in effect would include an
untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein, in the light of the
circumstances in which they were made, not misleading.
3. Expenses. With respect to any registration of shares pursuant to
paragraph 1, the Company shall bear the following fees, costs and expenses: all
registration, filing and NASD fees, printing expenses, fees and disbursements of
counsel and accountants for the Company, all internal Company expenses, and all
legal fees and disbursements and other expenses of complying with state
securities or blue sky laws of any jurisdictions in which the securities to be
offered are to be registered or qualified. Fees and disbursements of counsel and
accountants for Holders and any other expenses incurred by Holders not expressly
included above shall be borne by Holders.
4. Indemnification.
(a) The Company will indemnify and hold harmless each Holder
and any underwriter (as defined under the Securities Act) for such
Holder from and against any and all loss, damage, liability, cost and
expense to which such Holder or any such underwriter may become subject
under the Securities Act or otherwise, insofar as such losses, damages,
liabilities, costs or expenses are caused by any untrue statement or
alleged untrue statement of any material fact contained in such
Registration Statement, any prospectus contained therein or any
amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, in
light of the circumstances in which they were made, not misleading;
provided, however, that the Company will not be liable in any such case
to the extent that any such loss, damage, liability, cost or expense
arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission so made in conformity with
information furnished in writing by such Holder or such underwriter for
inclusion in the Registration Statement.
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(b) Each Holder will indemnify and hold harmless the Company from
and against any and all loss, damage, liability, cost or expense to
which the Company may become subject under the Securities Act or
otherwise, insofar as such losses, damages, liabilities, costs or
expenses are caused by any untrue or alleged untrue statement of any
material fact contained in the Registration Statement, any prospectus
contained therein or any amendment or supplement thereto, or arise out
of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances in which
they were made, not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or
omission or alleged omission was so made in reliance upon and in strict
conformity with information furnished in writing by such Holder for
inclusion in the Registration Statement.
(c) Promptly after receipt by an indemnified party pursuant to
the provisions of paragraph (a) or (b) of this section of notice of the
commencement of any action involving the subject matter of the
foregoing indemnity provisions, such indemnified party will, if a claim
thereof is to be made against the indemnifying party pursuant to the
provisions of said paragraph (a) or (b), notify the indemnifying party
of the commencement thereof; but the omission to so notify the
indemnifying party will relieve the indemnifying party of any liability
to the indemnified party pursuant to paragraphs (a) or (b) above only
to the extent prejudicial to the ability of the indemnifying party to
defend such action, and will not relieve it from any liability which it
may have to any indemnified party otherwise than hereunder. In case
such action is brought against any indemnified party and it notifies
the indemnifying party of the commencement thereof, the indemnifying
party shall have the right to participate in, and, to the extent that
it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to
such indemnified party; provided, however, if the defendants in any
action include both the indemnified party and the indemnifying party
and there is a conflict of interest which would prevent counsel for the
indemnifying party from also representing the indemnified party, the
indemnified party or parties shall have the right to select separate
counsel to participate in the defense of such action on behalf of such
indemnified party or parties. After notice from the indemnifying party
to such indemnified party of its election so to assume the defense
thereof, the indemnifying party will not be liable to such indemnified
party pursuant to the provisions of paragraph (a) or (b) for any legal
or other expense subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation, unless (i) the indemnified party shall have employed
counsel in accordance with the proviso of the preceding sentence, (ii)
the indemnifying party shall not have employed counsel satisfactory to
the indemnified party to represent the indemnified party within a
reasonable time after the notice of the commencement of the action or
(iii) the indemnifying party has authorized the employment of counsel
for the indemnified party at the expense of the indemnifying party.
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5. Miscellaneous. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their successors and assigns. This
Agreement shall be construed in accordance with the laws of the State of
Delaware. This Agreement may be executed in any number of counterparts each of
which shall constitute one and the same instrument.
IN WITNESS THEREOF, the parties hereto have executed and delivered this
Agreement, as of the date first above written.
PREMIER RESEARCH WORLDWIDE, LTD.
By: s/ Joel Morganroth
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HOLDERS:
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EXHIBIT 10.2
PUT OPTION AGREEMENT
AGREEMENT, dated August 27, 1999, between Premier Research Worldwide,
Ltd, a Delaware corporation ("Company"), and Ira Lubert (the "Optionee").
WHEREAS, the Optionee on this date has acquired 916,668 shares of the
Common Stock of the Company (the "Shares"); and
WHEREAS, the Company has granted to the Optionee a limited right to
cause the Company to purchase the Shares, during the period, for the price and
on the terms hereinafter provided.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Grant of Put Option. The Company hereby grants to the Optionee an
option to require the Company to purchase all, but not less than all, of the
Shares at an exercise price of $6.00 per share (the "Option"), which Option must
be exercised, if at all, on or before September 15, 1999 (the "Option Period").
2. Exercise of Option. Optionee may exercise the Option, in whole but
not in part, by delivering to the Company, during the Option Period, written
notice of exercise. The closing of the sale and purchase of the Shares pursuant
to the Option will occur within 15 days following the delivery of such notice of
exercise. At such closing (i) the Company will pay the aggregate price for the
Shares in the immediately available funds and (ii) the Optionee will deliver to
the Company the certificate or certificates representing the Shares accompanied
by stock powers executed in blank and otherwise will take such action as may be
necessary in order to transfer to the Company good and marketable title to the
Shares, free and clear of all claims, liens and encumbrances of any nature.
3. Representations. Each party hereto represents and warrants to the
other that it has full power and authority to execute and deliver this Agreement
and that this Agreement has been duly and validly executed and delivered by it
and constitutes the valid and binding obligation of it, enforceable against it
in accordance with its terms.
4. Miscellaneous. This Agreement shall be binding upon and shall inure
to the benefit of the parties hereto and their successors and assigns. This
Agreement shall be construed in accordance with the laws of the State of
Delaware. This Agreement may be executed in any number of counterparts each of
which shall constitute one and the same instrument.
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IN WITNESS THEREOF, the parties have executed this Agreement as of the
date first above written.
PREMIER RESEARCH WORLDWIDE, LTD.
s/ Joel Morganroath
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OPTIONEE:
s/ Ira Lubert
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Ira Lubert
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