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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 (Date of earliest event reported): November 10, 1999
COVALENT GROUP, INC.
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(Exact name of issuer as specified in charter)
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<S> <C> <C>
NEVADA 0-21145 56-1668867
(State or Other (Commission (I.R.S. Employer
Jurisdiction file Identification
of Incorporation or number) Number)
Organization)
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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)
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ITEM 5. Other Events
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On November 10, 1999, Covalent Group, Inc. (the "Company") issued a press
release with respect to the addition of two seasoned healthcare advisors and a
private stock transfer by Bruce LaMont, the Company's President, the text of
which is set forth in Exhibit 99.1 hereto (the "Press Release").
This report on Form 8-K and the attached press release contain statements
of a forward-looking nature. Actual results may differ from those projected in,
expressed, or implied by these documents. Potential risks and uncertainties
that could affect the Company's future operating results include, without
limitation: (i) the Company's success in attracting new business; (ii) the size,
duration, and timing of clinical trials; and (iii) the termination, delay, or
cancellation of clinical trials. Additional information concerning factors that
could cause actual results to materially differ from those referred to in this
document is contained in Covalent's SEC filings, including its registration
statements under the Securities Act of 1933 and its periodic reports under the
Securities Exchange Act of 1934, as amended, copies of which are available on
the Edgar database at www.sec.gov and upon request from Covalent's investor
relations department.
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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: _____________, 1999 Covalent Group, Inc.
/s/ William K. Robinson
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William K. Robinson
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
No. Description
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99.1 Text of Press Release, dated November 10, 1999,
issued by the Company.
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Exhibit 99.1
Covalent Group, Inc. Looks to Further Its Impressive Growth with the Addition
of Two Seasoned Healthcare Advisors and Private Stock Transfer
WAYNE, PA., Nov. 10 /PRNewswire/ -- Covalent Group, Inc. (Nasdaq: CVGR -
news) today announced that Richard Propper, M.D., a veteran medical researcher
and venture capitalist, and Michael Chermak, an experienced executive in the
healthcare information and supply software industries have purchased 1,000,000
shares of the Company's common stock owned by Bruce LaMont, its Chairman and
Chief Executive Officer. The transaction reduces Mr. LaMont's direct holdings
to 42% of the outstanding common stock of the Company, while retaining his
original voting control of 50.2%.
Mr. LaMont said, "Dr. Propper and Mr. Chermak have agreed to act in
advisory roles to assist the Company as it continues to grow into a major
international clinical research provider. We are extremely fortunate to be able
to attract someone of Dr. Propper's stature and capabilities to Covalent. He
brings with him an extensive network of contacts and relationships in the
medical and financial communities, compiled during 10 years of innovative
international clinical research at Harvard Medical School and 15 years of
successful medical venture capital experience. These skills should make him an
immediate contributor to Covalent's future success."
"Michael Chermak is an exciting addition as well due to his extensive
involvement with healthcare information software applications and his
entrepreneurial experience working with growing healthcare companies. Dr.
Propper and Mr. Chermak have worked together before, the latest being the
founding of medibuy.com."
Dr. Propper received his MD degree from the Stanford University School of
Medicine, and has served as an assistant professor in Pediatrics at Harvard
Medical School, a research fellow in hematology at the Children's Hospital
Medical Center in Boston, and a research fellow in Pediatric Oncology at the
Dana Farber Cancer Center. In 1984, Dr. Propper founded Montgomery Medical
Ventures, a seed stage capital firm that directly managed $135 million in
investments. He served as managing General Partner of that fund until 1993.
Mr. Chermak brings to Covalent nearly 20 years of experience in the areas
of healthcare planning, development and marketing. Mr. Chermak was the founder
and CEO of Healthdemographics, Inc., a leading healthcare information and
decision support systems company that was sold to Caredata (formerly Medirisk)
in 1998.
In 1998, Dr. Propper and Mr. Chermak co-founded medibuy.com, a B2B e-
commerce healthcare supply chain intermediary. Medibuy links buyers and vendors
of medical supplies and equipment worldwide. Medibuy has received funding from
venture
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capitalists Kleiner, Perkins, Caulfield and Byers, Sequoia Capital, and Oak
Investment Partners. Dr. Propper and Mr. Chermak, with their expertise and
recent successes with medibuy.com, should bring added value to Covalent as the
Company explores its strategy of internet applications to drug development.
Dr. Propper said, "Mr. Chermak and I are impressed with how Covalent has
positioned itself to become a leader in the field of clinical research. The
Company currently has contracts with a number of top-tier drug and device
manufacturers, and strong strategic alliances throughout the industry. Dr.
Kenneth Borow, the COO and Chief Medical Officer of Covalent, and I worked
together successfully at Harvard Medical School, and I have followed his career
with interest over the ensuing years. Since his latest move to Covalent three
years ago, I have been impressed with his abilities in clinical research design,
operations and business development. I believe that the experience and contacts
that Mr. Chermak and I can bring to Covalent will help the Company grow into one
of the leading international clinical research organizations."
The private investment firm Covalent Partners, LLC, formed by Dr. Propper
and Mr. Chermak, has acquired an option through January 15, 2000 to purchase the
balance of shares of common stock held by Mr. LaMont.
Covalent Group, Inc. provides drug development services and health
management solutions to pharmaceutical, biotechnology, and device manufacturers
as well as managed care organizations. To aid its customers, Covalent has
developed several proprietary products utilizing interactive speech recognition
technology that significantly improves the efficiency of conducting clinical
trials, including TeleTrial(R), and Virtual HouseCall(R), a disease assessment
system.
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