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As Filed with the Securities and Exchange Commission on March 17, 1999
Registration No. 333-51079
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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POST-EFFECTIVE AMENDMENT
TO
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
COVALENT GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada 56-1668867
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Identification
Organization) Number)
One Glenhardie Corporate Center
1275 Drummers Lane, Suite 100
Wayne, Pennsylvania 19087
(610) 975-9533
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
Bruce LaMont
President and Chief Executive Officer
Covalent Group, Inc.
One Glenhardie Corporate Center
1275 Drummers Lane, Suite 100
Wayne, Pennsylvania 19087
(610) 975-9533
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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WITH A COPY TO:
Paul T. Porrini, Esquire
Pepper Hamilton LLP
1235 Westlakes Drive, Suite 400
Berwyn, Pennsylvania 19312-2401
(610) 640-7800
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Approximate date of commencement of proposed sale to public: Not applicable.
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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 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. [_]
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 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. [_]
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DEREGISTRATION OF SECURITIES
Pursuant to a Registration Statement on Form S-3 (File No. 333-51079) filed
with the Securities and Exchange Commission on April 27, 1998 and amended by
Amendments No. 1, 2 and 3 to Registration Statement filed on July 15, 1998,
August 13, 1998 and August 31, 1998, respectively (the "Registration
Statement"), Covalent Group, Inc., a Nevada corporation (the "Registrant")
registered under the Securities Act of 1933, as amended (the "Securities Act"),
an aggregate of 405,000 shares of the Registrant's common stock, par value $.001
per share (the "Shares"), issuable upon exercise of certain options and warrants
previously issued by the Registrant.
As of December 31, 1998, the date upon which, pursuant to its terms, the
offering of the Shares terminated, the selling stockholders named in the
Registration Statement had sold 55,000 Shares. Accordingly, this Post-Effective
Amendment No. 1 is being filed by the Registrant to deregister the remaining
350,000 Shares which were not sold in the offering. This Post-Effective
Amendment No. 1 is being filed in accordance with the Registrant's undertaking
set forth in Part II, Item 17(a)(3) of the Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Post Effective
Amendment No. 1 to its Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Wayne, Pennsylvania, on March 17,
1999.
COVALENT GROUP, INC.
By: /s/ Bruce LaMont
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Bruce LaMont,
President and Chief Executive Officer
