<PAGE>
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 (Date of earliest event reported): December 31, 1997
COVALENT GROUP, INC.
--------------------
(Exact name of issuer as specified in charter)
<TABLE>
<S> <C> <C>
NEVADA 0-21145 23-561668867
(State or Other (Commission (I.R.S. Employer
Jurisdiction file Identification
of Incorporation number) Number)
or Organization)
</TABLE>
ONE GLENHARDIE CORPORATE CENTER
1275 DRUMMERS LANE
SUITE 100
WAYNE, PENNSYLVANIA 19087
(Address of principal executive offices)
(610) 975-9533
(Registrant's telephone number, including area code)
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On December 31, 1997, Covalent Group, Inc. (the "Company") replaced
Baratz & Associates, P.A. ("Baratz"), its independent public
accountants, with Arthur Andersen LLP ("Andersen"). Baratz previously
audited the Company's financial statements for the years ended
December 31, 1996 and 1995.
The report of Baratz on the Company's consolidated financial
statements for the years ended December 31, 1996 and 1995 did not
contain an adverse opinion or a disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope or accounting
principles. During the last two years there were no disagreements
with Baratz on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure.
The decision of the Company to replace Baratz with Andersen as the
Company's independent public accountants was unanimously approved by
the Board of Directors and approved by the Company's stockholders at
its annual meeting on September 16, 1997.
Pursuant to Item 304(a)(3) of Regulation S-B, the Company has
requested Baratz to furnish it a letter addressed to the Securities
and Exchange Commission stating whether it agrees with the above
statements. A copy of that letter is filed as an Exhibit to this Form
8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibits
16 Letter from Baratz to the Company dated January 7, 1998.
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned duly authorized.
Date: January 7, 1998 Covalent Group, Inc.
/s/ William K. Robinson
----------------------------------
William K. Robinson
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ------- -----------
16 Letter from Baratz & Associates, P.A. dated January 7, 1998.
<PAGE>
Exhibit 16
January 7, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 included in the Form 8-K dated December 31, 1997 of Covalent
Group, Inc. to be filed with the Securities and Exchange Commission on January
7, 1998 and are in agreement with the statements contained therein.
Very truly yours,
/s/BARATZ & ASSOCIATES, P.A.
BARATZ & ASSOCIATES, P.A.
