<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential: For use of Commission only (as permitted by Rule 14a-6(e)(2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Exchange Act Rule 14a-11(c) or 14(a)-12
PREMIER RESEARCH WORLDWIDE, INC.
- -----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
___________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
___________________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
___________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
___________________________________________________________________________
5) Total fee paid:
___________________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
___________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
3) Filing Party:
___________________________________________________________________________
4) Date Filed:
___________________________________________________________________________
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
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Preliminary Copy
Premier Research Worldwide, Ltd.
30 S. 17th Street
Philadelphia, PA 19103
March 20, 2000
Dear Premier Research Worldwide Stockholders:
You are cordially invited to the Annual Meeting of Stockholders to be
held at 2:30 P.M. on April 17, 2000 at the Company's executive offices, 30 South
17th Street, Philadelphia, PA 19103.
Details with respect to the meeting are set forth in the attached
Notice of Annual Meeting and Proxy Statement.
Your vote is important. Whether or not you plan to attend the meeting,
you are urged to complete, date, sign and return your proxy. If you attend the
meeting and would prefer to vote in person you may still do so.
Very truly yours,
JOEL MORGANROTH, M.D.
Chairman of the Board and
Chief Executive Officer
Premier Research Worldwide, Ltd.
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Premier Research Worldwide, Ltd.
-------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held April 17, 2000
-------------------------------
To the Stockholders:
The Annual Meeting of Stockholders of Premier Research Worldwide, Ltd.
will be held at the Company's executive offices located at 30 South 17th Street,
Philadelphia, PA 19103, at 2:30 P.M. on April 17, 2000 for the following
purposes:
(1) To elect two directors to serve three-year terms.
(2) To approve an amendment to the Company's Restated Certificate of
Incorporation to change its name to "PRWW, Ltd."
(3) To ratify the selection by the Board of Directors of the firm of
Arthur Andersen as independent auditors for 2000.
(4) To transact any other business that may properly come before the
meeting or any adjournment or postponement thereof.
Stockholders of record as of the close of business on March 14, 2000
are entitled to notice of and to vote at the meeting.
Whether or not you plan to attend the meeting, please complete, date
and sign the enclosed proxy card and return it in the enclosed envelope. Your
proxy may be revoked at any time prior to the time it is voted.
By Order of the Board of Directors,
JOHN BAUER
Vice President Finance
Philadelphia, PA and Secretary
March 20, 2000
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Premier Research Worldwide, Ltd.
30 S. 17th Street
Philadelphia, PA 19103
----------------------
PROXY STATEMENT
----------------------
These proxy materials are furnished in connection with solicitation of
proxies by the Board of Directors of Premier Research Worldwide, Ltd., a
Delaware corporation ("PRWW" or the "Company"), for the Annual Meeting of
Stockholders of PRWW to be held at 2:30 P.M. on April 17, 2000, at the Company's
executive offices located at 30 South 17th Street, Philadelphia, PA 19103, and
any adjournments or postponements of such meeting. These proxy materials were
first mailed to stockholders on or about March 20, 2000. The address of the
principal executive office of PRWW is 30 S. 17th Street, Philadelphia,
Pennsylvania 19103. Sending a signed proxy will not affect the stockholder's
right to attend the Annual Meeting and vote in person. Every stockholder has the
power to revoke his proxy at any time before it is voted. The proxy, before it
is exercised at the meeting, may be revoked by filing with the Secretary of the
Company a notice in writing revoking it, by delivering a duly executed proxy
bearing a later date, or by attending the meeting and voting in person.
Stockholders Entitled to Vote
The close of business of March 14, 2000 was the record date for
stockholders entitled to notice of and to vote at the Annual Meeting. As of the
record date, there were 6,952,297 outstanding shares of the common stock, $.01
par value (the "Common Stock"), of PRWW.
Voting of Proxies
A form of proxy is enclosed. All properly executed proxies received by
the Board of Directors, and not revoked, will be voted as indicated in
accordance with the instructions thereon. In the absence of contrary
instructions, shares represented by such proxies will be voted for the election
of the directors as described herein; in favor of the amendment to the Restated
Certificate of Incorporation; in favor of the ratification of the selection of
the independent auditors; and in the discretion of the proxy holders on such
other matters as may properly come before the meeting.
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The presence, in person or by proxy, of stockholders entitled to cast
at least a majority of the votes that all stockholders are entitled to cast on a
particular issue constitutes a quorum for the purpose of considering such
matter. Each share of Common Stock outstanding as of the record date is entitled
to one vote on each matter that may be brought before the Annual Meeting.
Election of directors will be by plurality of the votes cast. Approval of the
proposed amendment to the Restated Certificate of Incorporation will require the
affirmative vote of the holders of a majority of the outstanding Common Stock.
Any other proposal will require the affirmative vote of a majority of the votes
cast on such proposal. Broker nonvotes and abstentions are counted for the
purposes of determining the presence or absence of a quorum for the transaction
of business at the meeting. Abstentions are counted in the tabulations of the
votes cast on proposals presented to the stockholders, whereas broker nonvotes
are not counted for purposes of determining the election of directors or whether
a proposal has been approved.
Costs Of Solicitation
The entire cost of soliciting proxies will be borne by PRWW.
Arrangements may be made with brokerage houses and other custodians, nominees
and fiduciaries to send proxies and proxy materials to the beneficial owners of
stock, and reimbursement for expenses may be made. Proxies may be solicited in
person or by telephone or telegraph by directors, officers or regular employees
of PRWW, none of whom will receive additional compensation therefor.
ELECTION OF DIRECTORS
(Proposal No. 1)
The Board of Directors currently consists of ten directors divided into
three classes. Philip J. Whitcome, Ph.D. and Connie Woodburn, directors whose
terms expire at the Annual Meeting, have informed the Company that they do not
wish to seek reelection, and the Board of Directors immediately after the Annual
Meeting will be reduced in size to eight. Two directors are to be elected at the
Annual Meeting to serve until the 2003 Annual Meeting. Management's nominees for
election as directors are Joseph Esposito and John Ryan, each of whom currently
serves on the Board.
The proxy holders intend to vote all proxies received by them in the
accompanying form for such nominees unless otherwise directed. In the event any
nominee is unable or declines to serve as a director at the time of the Annual
Meeting, the proxies will be voted for any nominee who shall be designated by
the present Board of Directors to fill the vacancy, or, in lieu thereof, the
Board of Directors may reduce the number of directors. As of the date of this
Proxy Statement, Management is not aware of any nominee who is unable or will
decline to serve as a director.
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The following table lists the name and age of the two nominees and the
six continuing directors of the Company whose terms of office will continue
after the Annual Meeting, and the year in which each director's term of office
will expire (assuming, in the case of each of the nominees, such nominees are
elected at the Annual Meeting).
Year of
Age As Expiration of
Name of 3/1/00 Term as Director
- ---- --------- ----------------
Nominees for Election
Joseph Esposito 46 2003
John Ryan 64 2003
Directors Continuing in Office
Sheldon Bonovitz 62 2001
James Gale 50 2002
Arthur Hull Hayes, Jr., M.D. 66 2001
Jerry D. Lee 63 2002
Joel Morganroth, M.D. 54 2002
Howard Ross 48 2001
Mr. Esposito has served as the President and Chief Operating Officer of
PRWW since April 1998, and has served on its Board of Directors since 1999. He
joined the Company as President and CEO of DLB Systems in 1997 upon the
acquisition of that business by the Company from Safeguard Scientifics, prior to
which he had served as President and CEO of DLB Systems, Inc. In addition, Mr.
Esposito served as President, Worldwide Operations, for Computron (1994-1997)
and held various senior management positions at Ross Systems, Inc. (1991-1994).
From 1979 to 1991, Mr. Esposito held various senior management positions with
Wang Laboratories, Inc., which produced computing equipment related to
peripheral devices and workflow/imaging management software.
Mr. Ryan has served on the Company's Board of Directors since 1999.
Since 1997, Mr. Ryan has been a principal in Devon Ventures. Mr Ryan founded
SunGard Data Systems in 1977 and since 1987 has acted as an advisor, director
and/or investor in numerous early stage technology companies, including DLB
Systems, Inc. for which he acted as Chairman and Acting Chief Executive Officer
from 1995 until its acquisition by PRWW in 1997. Mr. Ryan is also a director of
Neoware, Inc., Thermacore, Inc., IGP, Inc. and FAI, Inc.
Mr. Bonovitz has served on the Company's Board of Directors since 1999.
He has been a partner of the law firm of Duane, Morris & Heckscher, LLP since
1969, where he currently serves as Chairman and Chief Executive Officer. Mr.
Bonovitz is also a member of the Board of Directors of Comcast Corporation and
Surgical Laser Technologies, Inc.
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Mr. Gale has served on the Company's Board of Directors since 1999. He
has been employed by Sanders Morris Mundy, a registered broker dealer, since
1978. He currently is a managing director of Sanders Morris Mundy and the chief
investment officer of the Corporate Opportunity Funds, which are limited
partnerships whose principal business is making investments in the securities of
other entities. He has nearly 20 years investment banking experience with
several firms, including Gruntal & Co. and E. F. Hutton & Co. Mr. Gale also
serves as a director of Latshaw Enterprises, Inc. and RELM Wireless Corporation.
Dr. Hayes has served on PRWW's Board of Directors since 1996. Since
1991, Dr. Hayes has served as President and Chief Operating Officer of
MediScience Associates, a consulting firm. Dr. Hayes is an advisor to firms in
health care product development and regulation, clinical pharmacology, and
medical and pharmacy practice, and is internationally recognized as a medical
researcher and clinician. Dr. Hayes served as Commissioner of the FDA from 1981
to 1983. He is also a member of the Board of Directors of Celgene, Inc., Myriad
Genetics and NaPro Biopharmaceuticals, Inc.
Mr. Lee has served on the Company's Board of Directors since 1996. Mr.
Lee was a partner in the accounting firm of Ernst & Young LLP from 1969 until
his retirement in 1995. He was managing partner of its Philadelphia office from
1979 to 1989 and a member of the firm's world-wide multi-national partner group
from 1989 to 1995. Mr. Lee is also a member of the Board of Directors of Cybex
International, Inc.
Dr. Morganroth has served as the Chairman of the Company since 1999,
its Chief Executive Officer since 1993 and as a Director of the Company since
1997. In addition, Dr. Morganroth has consulted for the Company since 1976. Dr.
Morganroth was a Professor of Medicine and Pharmacology at Hahnemann University
from 1982 to 1992. Currently, Dr. Morganroth is an Adjunct Professor of Medicine
(Pharmacology) at Jefferson Medical College of Thomas Jefferson University and
Clinical Professor of Medicine at the University of Pennsylvania School of
Medicine. Dr. Morganroth is an internationally recognized cardiologist and
clinical researcher. He has served for over ten years as a Medical Review
Officer/Expert for the FDA and since 1995 has served in a similar capacity for
the Health Protection Branch of Canada.
Mr. Ross has served on the Company's Board of Directors since 1999. He
has been a partner of LLR Equity Partners, L.P. since its founding in 1999. Mr.
Ross is a certified public accountant and was a partner in Arthur Andersen LLP
from 1984 to 1999, serving as the partner-in-charge of Arthur Andersen's
Philadelphia Growth Company Practice for 15 years. He is also a director of Iron
Mountain, Incorporated and Crothall Services Group, Inc.
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There are no family relationships among the directors and the executive
officers.
Board of Directors Meetings and Committees
The Board of Directors of the Company held a total of nine meetings
during 1999. Each director attended more than 75% of the meetings of the Board
of Directors and any committee of which he is a member.
The Board of Directors has an Executive Committee, an Audit Committee
and a Compensation and Stock Option Committee.
The Executive Committee has, with certain exceptions, all the authority
of the Board of Directors, and has specifically been delegated the authority to
make recommendations to the board with respect to management nominees to the
board and review and make recommendations with respect to such shareholder
nominees to the board as may be submitted to the corporation. A shareholder
desiring to propose a candidate to the Executive Committee should submit a
written recommendation, together with sufficient biographical information
concerning the individual, to the secretary of the Company. While letters of
recommendation may be submitted for consideration at any time, recommendations
should be received prior to November 15 in any year for consideration in
connection with the nomination and election of directors at the Company's next
Annual Meeting. This committee, which currently consists of Mr.Bonovitz, Mr.
Ross and Dr. Morganroth, did not hold any meetings during 1999 but acted by
written consent.
The Audit Committee is primarily responsible for approving the services
performed by the Company's independent auditors and reviewing and evaluating the
Company's accounting principles and reporting practices and its system of
internal accounting controls. This committee, which currently consists of Mr.
Gale, Mr. Bonovitz and Mr. Lee, held five meetings during 1999.
The Compensation and Stock Option Committee is primarily responsible
for determining the compensation payable to the officers and key employees of
the Company and to recommend to the Board additions, deletions and alterations
with respect to the various employee benefit plans and other fringe benefits
provided by the Company, except that no member of the Committee shall take part
in any decision pertaining to his compensation or benefits in his capacity as a
director of the Company. The Committee also is primarily responsible for
administering the Company's stock option plans, awarding stock options to key
employees and non-employee directors of the Company and determining the terms
and conditions on which the options are granted. This committee, which currently
consists of Dr. Whitcome, Ms. Woodburn and Mr. Ryan, held five meetings during
1999.
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Compensation of Directors
During 1999, directors who are not employees of the Company received a
fee of $1,000 for each directors meeting attended and $500 for each committee
meeting attended, and also received an annual retainer of $6,000. Upon the
initial election of any "outside director" (currently all directors except Dr.
Morganroth and Mr. Esposito), such individual receives at the time of election
an automatic one-time option grant of 5,000 shares, and each outside director
receives a fixed annual option grant of 5,000 shares. Each director is also
reimbursed for out-of-pocket expenses incurred in connection with attending
meetings and other services as a director.
Certain Relationships and Related Party Transactions
Prior to August 27, 1999, UM Holdings, Ltd. beneficially owned
3,025,450 shares of the Company's Common Stock, representing approximately 42.9%
of the total outstanding shares. On August 27, 1999, UM (1) sold 322,000 shares
of the Common Stock to the Company as part of its announced stock buy-back
program for an aggregate purchase price of $1,932,000, and (2) sold 2,678,000
shares of the Common Stock in separate, private transactions with approximately
26 purchasers, for an aggregate purchase price of $16,068,000. The Company
believes that, after these sales, UM beneficially owned less than 1% of the
outstanding shares. Following these transactions, John Aglialoro, Joan Carter
and Arthur Hicks, Jr., each of whom is a stockholder, director and/or executive
officer of UM, resigned from the Company's Board of Directors.
Persons directly or indirectly acquiring shares of the Common Stock
from UM in these transactions include LLR Equity Partners, LLP (916,668 shares);
Sanders Morris Mundy Inc through funds which it controls (583,300 shares); and
Joel Morganroth, M.D. (130,000 shares). See "Security Ownership of Certain
Beneficial Owners and Management" below. Dr. Morganroth is a director and the
Chairman and CEO of the Company. James Gale, a managing director of Sanders
Morris Mundy Inc, and Howard Ross, a partner of LLR Equity Partners, LP, were
subsequently elected to the Board of Directors.
Certain of the Company's diagnostic testing and clinical research
contracts require that specified medical professional services be provided by
Dr. Morganroth, the Company's Chief Executive Officer. The Company has retained
Joel Morganroth, M.D., PC, a professional corporation owned by Dr. Morganroth,
to provide these and other services, which include serving as Medical Director
to the Company, acting as principal investigator for various studies, and
providing medical interpretation for diagnostic tests from time to time as
required. This professional corporation received a fixed annual fee for these
services of $156,000 for 1999.
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Executive Compensation
Compensation Committee Report on Executive Compensation
The Compensation and Personnel Committee of the Board of Directors
consists entirely of non-management directors, and its primary function is to
make recommendations to the Board of Directors concerning executive compensation
and benefit policies for the Company.
The Committee believes that the most effective compensation program is
one that provides executives competitive base salaries and incentives to achieve
both current and long-term strategic business goals of the Company.
The Company's executive compensation programs are designed to:
o Align the interests of executive officers with the long-term
interests of shareholders.
o Motivate and challenge executive officers to achieve both annual and
long-term strategic business goals.
o Support an environment that rewards executive officers based upon
corporate and individual performance and results.
o Attract and retain executive officers critical to the long-term
success of the Company.
In 1999, the basic components of executive officer compensation
consisted of base salary, a cash bonus plan tied to measurements based on
Company performance, and long-term incentives in the form of stock options. The
executive officers also participate in employee benefit plans available
generally to the Company's employees.
Base Salary. Clinical research organizations face intense competition
for qualified employees, and the Committee believes it is important that Company
executive officer compensation levels be competitive with other CROs. The
Committee reviewed the compensation of its executives in comparison with other
publicly traded CROs and targeted base salary levels to be consistent with
comparable positions at these companies.
Annual Incentive Compensation Program. The Company implemented in 1999
an annual incentive compensation program permitting officers and key managers to
earn cash bonuses from a bonus pool of up to 11% of the Company's 1999 earnings
before taxes. Based upon actual 1999 performance, the bonus pool was $672,000
with the participants earning bonuses which equaled on average approximately 40%
of base salary.
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The Committee believes that this annual incentive compensation program
aids in ensuring that the Company's overall levels of compensation remain
competitive and benefits the Company in that a significant portion of the
compensation of executive officers is in the form of variable incentive pay,
which further aligns the interests of the executive officers with the interests
of the Company's shareholders.
Long-Term Incentive in Form of Stock Options. The Committee believes
that significant management ownership of the Company's stock effectively
motivates the building of shareholder wealth and aligns the interests of
management with those of the Company's shareholders. The Company's executive
officers received option grants totaling 65,000 during 1999 under the terms of
the Company's 1996 Stock Option Plan at a per share exercise price equal to
market price on the date of grant. The options become exercisable over five
years in annual increments of 20% beginning one year after the date of grant,
contingent upon the officer's continued employment with the Company. The table
appearing under the heading "Option Grants in 1999" provides further information
about the options granted in 1999 to the Named Executive Officers.
Chief Executive Officer Compensation. The compensation plan for Dr.
Morganroth contains the same elements and operates in the same manner as the
compensation plan described above for the other executive officers. His cash
bonus pursuant to the Company's 1999 annual incentive compensation program was
$236,813, representing over one-half of his cash compensation for the year. Dr.
Morganroth also provides specified medical professional services to the Company
pursuant to the Company's agreement with a professional corporation owned by Dr.
Morganroth. In 1999 $156,000 was paid to his professional corporation for
medical services. The Committee believes that Dr. Morganroth's total
compensation is appropriate in light of Dr. Morganroth's reputation as a medical
doctor in the research area and his importance to achievement of the Company's
goals.
Dr. Morganroth was granted in 1999 options to acquire 37,500 shares of
the Company's Common Stock, at an exercise price equal to the stock's fair
market value at the date of grant and exercisable (contingent upon continued
employment) in five annual installments. In addition, Dr. Morganroth is a
significant shareholder in the Company (see "Security Ownership of Certain
Beneficial Owners and Management"). The Committee believes that Dr. Morganroth's
stock ownership and stock options provide a significant incentive and align his
interests directly with the Company's shareholders. To the extent his
performance as CEO translates into an increased value of the Company's stock,
all shareholders, including Dr. Morganroth, will share the benefits.
Compliance with Internal Revenue Code Section 162(m). Section 162(m) of
the Internal Revenue Code disallows a tax deduction to publicly-held companies
for compensation paid to certain of their executive officers, to the extent that
compensation exceeds $1,000,000 per covered officer in any fiscal year. The
limitation applies only to compensation which is not considered to be
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performance-based. Non-performance-based compensation paid to the Company's
executive officers for 1999 did not exceed the $1,000,000 limit per officer, and
the Committee does not anticipate that the non-performance-based compensation to
be paid the Company's executive officers in the foreseeable future will exceed
that limit.
Members of the Compensation and Personnel Committee
Philip Whitcome (Chair)
John Ryan
Connie Woodburn
Compensation Committee Interlocks and Insider Participation
At the end of 1999, the Compensation and Personnel Committee was
composed of Dr. Whitcome, Ms. Woodburn, and Mr. Ryan. Charles Jacobson also
served on the Committee until his resignation from the Board of Directors in
December 1999. None of these individuals is a current or former officer or
employee of the Company.
Summary Compensation Table
The following table sets forth information in respect of the
compensation paid for the years ended December 31, 1997, 1998 and 1999 to the
persons (sometimes collectively referred to as the "Named Executive Officers")
who were, at any time during 1999, the Chief Executive Officer, and at the end
of 1999, the other four most highly compensated executive officers of the
Company whose salary and bonus exceeded $100,000 in such year.
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<TABLE>
<CAPTION>
Long term
Annual Compensation
Compensation(1) ------------
------------------------- Number of All Other
Name and Principal Position Year Salary Bonus Options Compensation
--------------------------- ---- -------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Joel Morganroth, M.D. 1999 $203,809 $236,813 37,500 $864(2)(3)
Chairman and Chief Executive Officer 1998 $201,000 - - $864(2)(3)
1997 $201,000 - 10,000 $864(2)(3)
Joseph Esposito 1999 $276,287 $172,610 20,000 $3,364(4)
President and Chief Operating Officer 1998 $330,964 - 150,000 $3,124(4)
1997 $ 33,220 - 50,000 $ 104(4)
Steven Silber, M.D. 1999 $209,616 $38,675 - $3,364(4)
Vice President - Clinical Research 1998 $ 26,827 - 20,000 $ 72(4)
Vincent Renz 1999 $156,338 $67,613 - $3,364(4)
Vice President - DLB 1998 $ 91,423 $ 8,141 15,000 $1,252(4)
David Dworacyzk 1999 $172,232 - - $3,364(4)
Sr. Vice President - Strategic 1998 $134,864 - 10,000 $1,733(4)
Development
</TABLE>
- -------------
(1) In accordance with the rules of the Securities and Exchange Commission,
other compensation in the form of perquisites and other personal benefits
has been omitted in those instances where the aggregate amount of such
perquisites and other personal benefits constituted less than the lesser of
$50,000 or 10% of the total of annual salary and bonuses for the officer for
such year.
(2) Represents the dollar value of the insurance premium paid by the Company
with respect to term life insurance for Dr. Morganroth.
(3) Excludes consulting fees of $144,000, $144,000 and $156,000 paid in 1997,
1998 and 1999, respectively, to a professional corporation owned by Dr.
Morganroth . See "Certain Relationships and Related Party Transactions."
(4) Consists of the sum of (A) Company's 401(k) plan contributions, which in
1999 were $2,500 for Mr. Esposito, $2,500 for Dr. Silber, $2,500 for Mr.
Renz , and $2,500 for Mr. Dworacyzk; and (B) the dollar value of the
insurance premium paid by the Company with respect to group term life
insurance, which for 1999 was $864 for Mr. Esposito, $864 for Dr. Silber,
$864 for Mr. Renz, and $864 for Mr.Dworacyzk.
Employment Contracts
The Company has entered into employment agreements with each of the
Named Executive Officers. Under these agreements, the employment may be
terminated with or without cause at any time. In the event that the Company
terminates an officer's employment other than "for cause", the Company is
obligated to continue normal salary
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payment for between six months and one year. These agreements provide that, upon
a change of control (as defined) of the Company in which the officer is not
provided a comparable position, the executive has the right to resign and
receive a severance equal to between six months and one year's salary. Pursuant
to the agreement, each officer has agreed not to compete with the Company during
his employment and for a period of one year thereafter.
1999 Stock Option Grants
The following tables contain certain information concerning the grant
of stock options under the Company's 1996 Stock Option Plan during the year
ended December 31, 1999 and the number and value of options held at December 31,
1999 by each of the Named Executive Officers.
<TABLE>
<CAPTION>
Potential Realizable
Value at Assumed
Annual Rates
of Stock Price
Appreciation for
Individual Grants (1) Option Term (2)
-------------------------------------------------------------------------------- ----------------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise or
Options Employees Base Price Expiration
Name Granted in 1999 ($/Sh) Date 5% 10%
- ---- --------- --------- -------- ------------- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Joel Morganroth,MD 12,500 6.9% $7.63 2/4/09 $ 59,981 $152,003
25,000 13.8% 9.38 12/1/09 147,476 373,733
Joseph Esposito 20,000 11.0% $9.38 12/1/09 117,981 298,986
Steven Silber, MD - - - - - -
Vincent Renz - - - - - -
David Dworacyzk - - - - - -
</TABLE>
- -----------------
(1) The options were granted under the terms of the Corporation's stock option
plan at a per share exercise price equal to the market price of a Common
Share on the date of grant. The options become exercisable over five years
in annual increments of 20% beginning one year after the date of grant. The
Option Committee has the right to accelerate the exercisability of any of
the options, and options automatically accelerate upon a change of control
(as defined).
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(2) The potential realizable value is the product of (a) the difference between:
(i) the product of the per-share market price at the time of the grant and
the sum of 1 plus the adjusted stock price appreciation rate (i.e., the
assumed rate of appreciation compounded annually over the term of the
option) and (ii) the per-share exercise price of the option; and (b) the
number of securities underlying the grant at fiscal year-end. The dollar
amounts under these columns are the result of calculations at the 5% and 10%
assumed rates of appreciation prescribed by the Securities and Exchange
Commission, and therefore are not intended to forecast possible future
appreciation, if any, of the market price of the Corporation's Common
Shares. The actual value that any Named Executive Officer may realize, if
any, will depend on the amount by which the market price of the Common
Shares at the time of exercise exceeds the exercise price.
1999 Option Exercises and Fiscal Year-End Values
The following tables contain certain information concerning the number
and value of any unexercised stock options held by the Named Executive Officers
as of December 31, 1999 and as to the shares acquired and the value realized by
Named Executive Officers who exercised options in 1999.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Shares Options at FY-End 1999 at FY-End 1999 (2)
Acquired on Value Realized ---------------------- ------------------
Name Exercise (#) ($) (1) Exercisable/Unexer. Exercisable/Unexer.
---- ------------ ------- ------------------- -------------------
<S> <C> <C> <C> <C>
Joel Morganroth, M.D. - - 4,000/43,500 $0 / $38,094
Joseph Esposito - - 50,000/170,000 $121,875/$496,150
Steven Silber, M.D. - - 4,000/16,000 $ 21,750/$87,000
Vincent Renz - - 3,000/12,000 $ 13,567/$54,270
David Dworacyzk - - 2,000/8,000 $ 8,125/$32,500
</TABLE>
- -----------------
(1) Value realized is the difference between the market price of a share of
Common Stock on the date of exercise and the exercise price of the option,
multiplied by the number of shares underlying the option.
(2) Value of unexercised "in-the-money" options is the difference between the
market price of a Common Share on December 31, 1999 and the exercise price
of the option, multiplied by the number of Common Shares underlying the
option.
14
<PAGE>
Stockholder Return Performance Graph
The following graph compares the cumulative total stockholder return on
the Company's Common Stock against the cumulative total return on the NASDAQ
Stock Market (U.S.) Index and NASDAQ Health Service Index for the period
commencing February 3, 1997 and ending December 31, 1999. The graph assumes that
at the beginning of the period indicated, $100 was invested in the Company's
Common Stock and the stock of the companies comprising the NASDAQ Stock Market
(U.S.) Index and the NASDAQ Health Services Index, and that all dividends, if
any, were reinvested.
COMPARISON OF 35 MONTH CUMULATIVE TOTAL RETURN*
AMONG PREMIER RESEARCH WORLDWIDE, LTD.,
THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE NASDAQ HEALTH SERVICES INDEX
<TABLE>
<CAPTION>
<S> <C>
350 |-----------------------------------------------------------------------------------------------------------------|
| |
| |
D 300 |-----------------------------------------------------------------------------------------------------------------|
| * |
O | |
250 |-----------------------------------------------------------------------------------------------------------------|
L | |
| * |
L 200 |-----------------------------------------------------------------------------------------------------------------|
| * * |
A | * |
150 |-----------------------------------------------------------------------------------------------------------------|
R | * * |
| *& & * *& * & |
S 100 |--------#*&-------------------------------&----------------&-----------------------------------------------------|
| #*& # # & & & & & |
| # # # |
50 |-----------------------------------------------------------------------------------------------------------------|
| # # # |
| # # # |
0 -----------------------------------------------------------------------------------------------------------------|
02/03/1997 3/97 6/97 9/97 12/97 3/98 6/98 9/98 12/98 3/99 6/99 9/99 12/99
# 100 97 64 71 70 32 29 25 27 54 38 34 58
* 100 88 104 122 114 134 138 125 161 180 197 202 291
& 100 92 103 112 100 110 100 76 86 76 95 70 70
# PREMIER RESEARCH WORLDWIDE, LTD. * NASDAQ STOCK MARKET (U.S.)
& NASDAQ HEALTH SERVICES
* $100 INVESTED ON 2/3/97 IN STOCK OR ON 1/31/97
IN INDEX - INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
</TABLE>
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information, as of March 1,
2000, with respect to the beneficial ownership of the Common Stock of the
Company by (i) the Company's directors and Named Executive Officers, except for
Dr. Silber and Mr. Dworacyzk (who are no longer employed by the Company and as
to whom the number of shares owned, if any, is not known), (ii) the Company's
directors and executive officers as a group, and (iii) each person known to the
Company to own beneficially more than 5% of the Common Stock.
Shares
Beneficially Percentage
Owned Owned
Name of Beneficial Owner
Gilder Gagnon Howe & Co., LLC (1) 1,260,565 18.2%
LLR Equity Partners, L.P.(2)................ 921,668 13.3%
Sanders Morris Mundy, Inc.(3)............... 585,300 8.4%
Joel Morganroth, M.D. (4)................... 1,008,500 14.5%
Joseph Esposito (5)......................... 96,700 1.4%
Vincent Renz (6)............................ 3,000 *
Sheldon Bonovitz (7)........................ 138,350 2.0%
James Gale (6)(8)........................... 2,500 *
Arthur Hull Hayes, Jr., M.D. (6) 9,402 *
Jerry D. Lee (6)............................ 9,402 *
Howard Ross (9)............................. - *
John Ryan(10)............................... 30,600 *
Philip J. Whitcome, Ph.D. (6)............... 9,402 *
Connie Woodburn (6)......................... 9,402 *
All directors and executive officers
as a Group (13 persons)(11)................. 1,326,518 18.7%
- -----------------------
* Less than 1.0%
15
<PAGE>
(1) Gilder Gagnon Howe & Co., LLC's ("Gilder Gagnon") address is 1775 Broadway,
New York, New York 10019. Information based on filing made with the
Securities and Exchange Commission. The shares reported include 1,011,715
shares held in customer accounts over which Gilder Gagnon has discretionary
authority to dispose of or direct the disposition of shares, 233,075 shares
held in accounts owned by the members of Gilder Gagnon and their families,
and 15,775 shares held in the account of the profit sharing plan of Gilder
Gagnon.
(2) LLR Equity Partners, LP's ("LLR") address is c/o LLR Capital, LP, 1150
First Avenue, Suite 100, King of Prussia, Pennsylvania 19406. Includes
options granted to Howard Ross, a director of the Company and a partner of
LLR, which in accordance with his employment arrangement are held for the
benefit of LLR.
(3) Sanders Morris Mundy's address is 3100 Chase Tower, Houston, Texas 77002.
Includes shares owned by funds indirectly managed by Sanders Morris Mundy.
Also includes options granted to James C. Gale, a director of the Company
and a managing director of Sanders Morris Mundy, which in accordance with
his employment arrangement are held for the benefit of Sanders Morris
Mundy.
(4) Includes (i) 495,175 shares directly owned by Dr. Morganroth, as to which
he has sole voting and dispositive power, (ii) 8,500 shares issuable with
respect to options granted pursuant to the Company's 1996 Stock Option
Plan, which are currently exercisable or exercisable within the next sixty
(60) days, (iii) 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 Dr. Morganroth disclaims beneficial ownership, and
(iv) 9,600 shares owned by a pension plan, as to which Dr. Morganroth has
shared voting and dispositive power. Dr. Morganroth's address is 30 S. 17th
Street, Philadelphia, PA 19103.
(5) Includes 80,000 shares issuable with respect to options granted pursuant to
the Company's Stock Option Plans, which are currently exercisable or
exercisable within the next sixty (60) days.
(6) Represents shares issuable with respect to options granted pursuant to the
Company's Stock Option Plans, which are currently exercisable or
exercisable within the next sixty (60) days.
(7) Includes 5,000 shares issuable with respect to options granted pursuant to
the Company's Stock Option Plans, which are currently exercisable or
exercisable within the next sixty (60) days. Also includes (i) 13,000
shares owned by Mr. Bonovitz's wife, (ii) 24,000 shares owned by trusts for
the benefit of Mr. Bonovitz's children, as to which Mr. Bonovitz acts as
trustee, and (iii) 83,350 shares owned by the trust under the will of
Robert H. Fleisher, Deceased, as to which Mr. Bonovitz acts as trustee, as
to all of which shares Mr. Bonovitz disclaims beneficial ownership.
16
<PAGE>
(8) Excludes shares owned by Sanders Morris Mundy, Inc. for which Mr. Gale is a
managing director.
(9) Excludes shares owned by LLR Equity Partners, LP, as to which Mr. Ross is a
partner.
(10) Includes 8,000 shares issuable with respect to options granted pursuant to
the Company's Stock Option Plans, which are currently exercisable or
exercisable within the next sixty (60) days.
(11) Includes 153,868 shares issuable upon exercise of options granted pursuant
to the Company's Stock Option Plans, which are currently exercisable or
exercisable within the next sixty (60) days. Excludes shares owned by
Sanders Morris Mundy, Inc., for which Mr. Gale is a managing director, and
shares owned by LLR Equity Partners, LP, as to which Mr. Ross is a partner.
Compliance with Section 16(a) of the Securities Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of its
Common Stock, to file reports of ownership and changes in ownership of the
Common Stock with the Securities and Exchange Commission ("SEC") and the NASDAQ
Stock Market. Based upon a review of the forms and written representations that
it received, the Company believes that all filing requirements applicable to its
officers, directors and greater than 10% beneficial owners have been timely
satisfied.
PROPOSAL TO AMEND THE COMPANY'S
RESTATED CERTIFICATE OF INCORPORATION
CHANGING ITS CORPORATE NAME
(Proposal No. 2)
Effective December 31, 1999, the Company sold its trials management and
clinical data management operations of its contract research organization. The
Company, believing that following this sale its existing name would not
accurately reflect the nature of the Company's continuing core businesses,
agreed as part of the sale to convey its rights to the name "Premier Research"
and to seek an amendment to its Restated Certificate of Incorporation to change
its name.
Accordingly, the Board of Directors proposes that the stockholders
approve the amendment of Article I to the Company's Restated Certificate of
Incorporation to read in its entirety as follows:
"Article I: The name of the Corporation is PRWW, Ltd."
17
<PAGE>
Management expects the formal implementation of the name change with
the Delaware Secretary of State to be completed promptly after stockholder
approval; however, transitional uses of the "Premier Research" by the Company
may continue for a brief period in order to minimize the risk of customer
confusion. There will be no adverse tax consequences associated with the name
change and implementation costs during fiscal year 2000 are not expected to be
material.
Vote Required
This amendment to the Restated Certificate of Incorporation requires
the affirmative vote of the holders of a majority of the outstanding shares of
Common Stock. Broker nonvotes and abstentions are counted for the purposes of
determining the presence or absence of a quorum. Since abstentions and broker
nonvotes are not counted as votes in favor of the proposal, and since a majority
vote of all outstanding shares is required, they have the same effect as votes
cast against the proposal.
Management recommends a vote "FOR" the amendment to the Restated Certificate of
Incorporation.
INDEPENDENT AUDITORS
[Proposal No. 3]
Upon the recommendation of its Audit Committee, the Board of Directors
has designated Arthur Andersen to be the independent auditors for the year
ending December 31, 2000. The Board of Directors will offer a resolution at the
Annual Meeting to ratify this designation. Approval of the proposal will require
the favorable vote of a majority of the stockholders present in person or by
proxy and voting at the Annual Meeting. It is anticipated that representatives
of Arthur Andersen will be present at the meeting to respond to appropriate
questions and, if they desire, to make a statement.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be considered at the 2001 Annual
Meeting of Stockholders must be received by PRWW no later than November 20,
2000. Such proposals may be included in next year's proxy statement if they
comply with certain rules and regulations promulgated by the Securities and
Exchange Commission.
In accordance with Rule 14a-4(c) promulgated by the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended,
the holders of proxies solicited by the Board of Directors in connection with
the 2001 Annual Meeting may vote such proxies in their discretion on certain
matters as more fully described in such rule, including without limitation on
any
18
<PAGE>
matter coming before the meeting as to which the Company does not have notice on
or before February 3, 2001.
The Board knows of no other matters which may be presented for action
at the meeting. However, if any other matter properly comes before the meeting,
the proxy holders will vote in accordance with their judgment on such matter.
Stockholders are urged to vote, sign and return the enclosed form of
proxy promptly in the enclosed envelope.
By Order of the Board of Directors,
JOHN BAUER
Vice President Finance
and Secretary
March 20, 2000
<PAGE>
PROXY PROXY
PREMIER RESEARCH WORLDWIDE, LTD.
2000 ANNUAL MEETING OF SHAREHOLDERS
PROXY FOR HOLDERS OF COMMON STOCK
Proxy Solicited on Behalf of the Board of Directors
The undersigned hereby appoints JOEL MORGANROTH, M.D., JOSEPH ESPOSITO, and
JAMES H. CARLL, or any of them, with full power of substitution, the proxy of
the undersigned to represent the undersigned at the Annual Meeting of
Shareholders of Premier Research Worldwide, Ltd. to be held on April 17, 2000,
or any adjournment or postponement thereof, and to vote the number of shares of
the Common Stock of Premier Research Worldwide, Ltd. which the undersigned would
be entitled to vote if personally present.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made, shares of the Common Stock
represented by this proxy will be voted FOR the election of the nominees listed
on the reverse side; and FOR the proposals described in items No. 2 and 3. This
proxy may be revoked at any time prior to the time it is voted.
- --------------------------------------------------------------------------------
^ FOLD AND DETATCH HERE ^
<PAGE>
<TABLE>
<CAPTION>
Please mark
your votes
- ---------------------------------------------------------------------------------------------------------- like this: [X]
|
|
|
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
1. Election of Directors. FOR AGAINST ABSTAIN
(Instruction: To withhold 2. Amendment to Restated
[ ] [ ] authority to vote for any Certificate of [ ] [ ] [ ]
individual nominee, strike Incorporation
FOR the nominees WITHHOLD AUTHORITY a line through the nominee's
listed (except as marked to to vote for the name in the list below) 3. Ratification of the
the contrary at the right) nominees listed appointment of Arthur
to the right Joseph Esposito Anderson LLP as the
John Ryan Company's independent [ ] [ ] [ ]
accountants:
4. In his discretion, the
Proxy is authorized to vote
upon such other business as
may properly come before
the meeting
- ----------------------------------------------------------------------------
| You are urged to sign and return your proxy without
| delay in the return envelope provided for that
| purpose which requires no postage if mailed in the
| United States.
|
| ----------------------------------------------------
|
| ----------------------------------------------------
| Signature(s) of Shareholder(s)
|
| When signing the proxy, please date it and take care
| to have the signature conform to the shareholder's
| name as it appears on this proxy. If shares are
| registered in the names of two or more persons, each
| person should sign. Executors, administrators,
| trustees and guardians should so indicate when
| signing.
|
| Dated: _______________________________________,2000
|
- ----------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
^ FOLD AND DETATCH HERE ^
</TABLE>
