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As filed with the Securities and Exchange Commission on May 24, 2000.
Registration No. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
COVALENT GROUP, INC.
(Exact name of Registrant as Specified in Its Charter)
Nevada 56-1668867
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
COVALENT GROUP, INC.
One Glenhardie Corporate Center
1275 Drummers Lane, Suite 100
Wayne, Pennsylvania 19087
(Address of Principal Executive Offices)
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Amended and Restated Covalent Group, Inc. 1996 Stock Incentive Plan
(Full Title of the Plan)
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Kenneth M. Borow, M.D.
Chief Executive Officer
Covalent Group, Inc.
One Glenhardie Corporate Center
1275 Drummers Lane, Suite 100
Wayne, Pennsylvania 19087
(Name and Address of Agent for Service)
(610) 975-9533
(Telephone Number, including area code, of Agent for Service)
copy to:
Jeffrey P. Libson, Esquire
Pepper Hamilton LLP
1235 Westlakes Drive, Suite 400
Berwyn, PA 19312
(610) 640-7800
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered/1/ Share Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $0.001 2,500,000 $4.3125/2/ $10,781,250/2/ $2,846
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</TABLE>
__________________
/1/ Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement shall also cover any additional shares of the
Registrant's common stock that become issuable by reason of any stock dividend,
stock, split, recapitalization or other similar transaction effected without the
receipt of consideration that increases the number of the Registrant's
outstanding shares of common stock.
/2/ Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as amended, on
the basis of the average of the high and the low sales price per share of the
common stock on May 18, 2000 on the Nasdaq SmallCap Market.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 is included in documents
to be given to the recipient of the securities registered hereby in accordance
with Rule 428(b)(1) under the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with the Securities and Exchange Commission,
which means we can satisfy our legal obligations to disclose important
information contained in those documents by referring you to them. The
information included in the following documents is incorporated by reference and
is considered part of this registration statement. More recent information that
we file with the Securities and Exchange Commission automatically updates and
supersedes any inconsistent information contained in prior filings.
The documents listed below have been filed under the Exchange Act with
the Securities and Exchange Commission and are incorporated by reference:
(a) Our annual report on Form 10-KSB for the fiscal year ended
December 31, 1999;
(b) Our quarterly report on Form 10-QSB for the quarter ended
March 31, 2000;
(c) Our definitive proxy statement relating to our 2000 annual
meeting of stockholders filed on May 1, 2000;
(d) Our current report on Form 8-K filed February 7, 2000; and
(e) The description of our common stock contained in our
registration statement on Form 8-A filed under Section 12 of
the Exchange Act, including any amendments or reports filed
for the purpose of updating such description.
We also incorporate by reference all documents subsequently filed by us
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until the
offering of the securities under this registration statement is completed. You
may request a copy of these filings, at no cost, by writing or telephoning us at
Covalent Group, Inc. One Glenhardie Corporate Center, 1275 Drummers Lane, Suite
100, Wayne, Pennsylvania, 19087, attn: Secretary, telephone: (610) 975-9533.
Item 4. Description of Securities.
Not applicable
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Nevada General Corporation Law requires the Registrant to
indemnify officers and directors for any expenses incurred by any officer or
director in connection with any actions or proceedings, whether civil, criminal
or administrative, or investigative, brought against such officer or director
because of his or her status as an officer or director, to the extent that the
director or officer has been successful on the merits or otherwise in defense of
the action or proceeding. The Nevada General Corporation Law permits a
corporation to indemnify an officer or director, even in the absence of an
agreement to do so, for expenses incurred in connection with any action or
proceeding if such officer or director acted in good faith and in a manner in
which he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and such indemnification is authorized by the
stockholders, by a quorum of disinterested directors, by independent legal
counsel in a written opinion authorized by a majority vote of a quorum of
directors consisting of disinterested directors or by independent legal counsel
in a written opinion if a quorum of disinterested directors cannot be obtained.
The Nevada General Corporation Law prohibits indemnification of a director or
officer if a final adjudication establishes that the officer's or director's
acts or omissions involved intentional misconduct, fraud
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or a knowing violation of the law and were material to the cause of action.
Despite the foregoing limitations on indemnification, the Nevada General
Corporation Law also provides that indemnification of directors is not permitted
for the unlawful payment of distributions, except for those directors
registering their dissent to the payment of the distribution.
The Registrant's bylaws provide that the Registrant shall indemnify and
hold harmless all officers and directors from and against liability and
litigation expense, including reasonable attorneys' fees, arising out of their
status as such and of their activities in any of their capacities as officers or
directors.
Moreover, the Registrant's bylaws provide that the Registrant may
advance expenses in defending any civil or criminal action prior to its final
disposition if the stockholders authorize it in a particular case and if the
person for whose benefit such expenses are paid shall agree to repay the
corporation unless it shall be ultimately determined that he is entitled to be
indemnified by the Registrant.
The directors and officers of the Registrant and its subsidiaries are
covered by policies of insurance under which they are insured, within limits and
subject to certain limitations, against certain expenses in connection with the
defense of actions, suits or proceedings, and certain liabilities which might be
imposed as a result of such actions, suits or proceedings, in which they are
parties by reason of being or having been directors or officers. The Registrant
is similarly insured, with respect to certain payments it might be required to
make to its directors or officers under applicable statutes and its charter
provisions.
Item 7. Exemption from Registration Claimed.
Not applicable
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
Exhibit Number Description
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5 Opinion of Pepper Hamilton LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Pepper Hamilton LLP (included in Exhibit
5).
24 Power of Attorney (included on the Signature Page of
this Registration Statement).
99 Amended and Restated Covalent Group, Inc. 1996 Stock
Incentive Plan (incorporated by reference to Annex A
of the Registrant's definitive proxy statement filed
on May 1, 2000).
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Item 9. Undertaking
(a) The undersigned Registrant hereby undertakes as follows:
(1) To file, during any period in which offers or sales are
being made pursuant to this Registration Statement, a post-effective amendment
to this registration statement.
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act.
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in aggregate,
represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in the volume
of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
provided, however, that paragraphs (i) and (ii) above do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby also undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel that the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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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-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Wayne, Pennsylvania, on May 24, 2000.
COVALENT GROUP, INC.
By: /s/ Kenneth M. Borow
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Kenneth M. Borow, M.D.,
Chief Executive Officer
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Kenneth M. Borow, M.D. or William
K. Robinson, his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign any and all amendments (including, without
limitation, post-effective amendments) to this Registration Statement on Form
S-8 and any registration statement to which the prospectus contained herein
relates and any registration statement filed under Rule 462 under the Securities
Act, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agents or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Date: May 24, 2000 /s/ Kenneth M. Borow
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Kenneth M. Borow, M.D.,
Chief Executive Officer
Date: May 24, 2000 /s/ William K. Robinson
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William K. Robinson,
Chief Financial Officer and Director
Date: May 24, 2000 /s/ Donald C. Holdsworth
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Donald C. Holdsworth, Director
Date: May 24, 2000 /s/ Stephen E. Sallan
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Stephen E. Sallan, M.D., Director
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EXHIBIT INDEX
Exhibit Number Description
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5 Opinion of Pepper Hamilton LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Pepper Hamilton LLP (included in Exhibit
5).
24 Power of Attorney (included on the Signature Page of
this Registration Statement).
99 Amended and Restated Covalent Group, Inc. 1996 Stock
Incentive Plan (incorporated by reference to Annex A
of the Registrant's definitive proxy statement filed
on May 1, 2000).
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EXHIBIT 5
[LETTERHEAD OF PEPPER HAMILTON LLP]
May 24, 2000
Covalent Group, Inc.
One Glenhardie Corporate Center
1275 Drummers Lane, Suite 100
Wayne, Pennsylvania 19087
Re: Registration Statement on Form S-8 relating to the
Amended and Restated 1996 Covalent Group, Inc.
Stock Incentive Plan
Ladies and Gentlemen:
We have acted as counsel to Covalent Group, Inc., a Nevada corporation
(the "Company") in connection with the Registration Statement on Form S-8 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Act"),
relating to 2,500,000 shares of the Company's common stock, par value $0.001 per
share (the "Common Stock"), reserved for and issuable under the Amended and
Restated 1996 Covalent Group, Inc. Stock Incentive Plan (the "Plan").
In rendering this opinion, we have examined the Registration Statement
and the exhibits thereto, including the Plan, certain records of the Company's
corporate proceedings as reflected in its minute books and such statutes,
records and other documents as we have deemed relevant. In our examination, we
have assumed the genuineness of documents submitted to us as originals and the
conformity with the originals of all documents submitted to us as copies
thereof. In addition, we have made such investigation of the Nevada General
Corporation Law (the "Nevada GCL") as we have considered appropriate for the
purposes of rendering the opinions expressed herein. This opinion is limited to
the Nevada GCL.
Based on the foregoing, it is our opinion that the shares of Common
Stock issuable under the Plan will be, when issued and paid for in accordance
with the terms of the Plan, validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving such consent, we do not thereby admit that we
are acting within the category of persons whose consent is required under
Section 7 of the Act and the rules or regulations of the Commission thereunder.
The opinion expressed herein is solely for your benefit and may be
relied upon only by you.
Sincerely,
PEPPER HAMILTON LLP
/s/ Jeffrey P. Libson
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A Partner
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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To Covalent Group, Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in this S-8 Registration Statement of our report dated February 18,
2000 included in Covalent Group, Inc.'s Form 10-KSB for the year ended December
31, 1999 and to all references to our Firm included in this Registration
Statement.
Arthur Andersen LLP
Philadelphia, Pa.,
May 24, 2000
