-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JrRAcaFSWGRbTX2l5uqhEDoQidrqgTrQjtkit0MRBFZ+cWDx1w/5O1HeoByP9CFg 4XJeXvgff1zW0qF9NT1SsA== 0000950116-99-001672.txt : 19990902 0000950116-99-001672.hdr.sgml : 19990902 ACCESSION NUMBER: 0000950116-99-001672 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990901 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PREMIER RESEARCH WORLDWIDE LTD CENTRAL INDEX KEY: 0001026650 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 223264604 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-53083 FILM NUMBER: 99704429 BUSINESS ADDRESS: STREET 1: 124 SOUTH 15TH ST CITY: PHILADELPHIA STATE: PA ZIP: 19172 BUSINESS PHONE: 2159720420 MAIL ADDRESS: STREET 1: 124 SOUTH 15TH STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UM INVESTMENT CORP CENTRAL INDEX KEY: 0001019789 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 510266463 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 103 SPRINGER BLDG CONCORD PLAZA STREET 2: 3411 SILVERSIDE RD CITY: WILMINGTON STATE: DE ZIP: 19810 BUSINESS PHONE: 6093542200 MAIL ADDRESS: STREET 1: 103 SPRINGER BLDG CONCORD PLAZA STREET 2: 3411 SILVERSIDE RD CITY: WILMINGTON STATE: DE ZIP: 19810 SC 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* PREMIER RESEARCH WORLDWIDE, LTD. (Name of Issuer) Common Stock (Title of Class of Securities) 740568 10 0 (CUSIP Number) James H. Carll, Esq. Archer & Greiner, One Centennial Square, Haddonfield, NJ 08033 (856-795-2121) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 27, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-l(b)(3) or (4), check the following box[ ]. Check the following box if a fee is being paid with this statement [ ]. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on the following pages) Page 1 of 20 Pages 1 _______________________________________________________________________________ CUSIP No. 740568 10 0 13D _______________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON UM Holdings, Ltd. 22-1982496 ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS (See Instructions) ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION New Jersey _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | Zero BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | Zero PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | Zero |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | Zero _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.00% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON (See Instructions) HC and CO ______________________________________________________________________________ 2 _______________________________________________________________________________ CUSIP No. 740568 10 0 13D _______________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON UM Equity Corp. 22-3343565 ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS (See Instructions) ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | 25,450 BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | Zero PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | 25,450 |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | Zero _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,450 ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4% ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON (See Instructions) CO ______________________________________________________________________________ 3 _______________________________________________________________________________ CUSIP No. 740568 10 0 13D _______________________________________________________________________________ 1 NAME OF REPORTING PERSON S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON UM Investment Corp. 51-0266463 ______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] ______________________________________________________________________________ 3 SEC USE ONLY ______________________________________________________________________________ 4 SOURCE OF FUNDS (See Instructions) ______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] ______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware _______________________________________________________________________________ | | NUMBER OF | 7 | SOLE VOTING POWER SHARES | | Zero BENEFICIALLY |_____|________________________________________________________ OWNED BY | | EACH | 8 | SHARED VOTING POWER REPORTING | | Zero PERSON WITH |_____|________________________________________________________ | | | 9 | SOLE DISPOSITIVE POWER | | Zero |_____|________________________________________________________ | | | 10 | SHARED DISPOSITIVE POWER | | Zero _______________|_____|_________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON Zero ______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] ______________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Zero ______________________________________________________________________________ 14 TYPE OF REPORTING PERSON (See Instructions) CO ______________________________________________________________________________ 4 The Schedule13-D of the filing persons is hereby amended as follows: Item 5 - Interest in Securities of the Issuer. Item 5 of Schedule 13-D is amended in its entirety as follows: "On August 27, 1999 the reporting persons ceased to be the beneficial owners of more than 5% of the Common Stock of PRWW. On that date, (1) UME sold 2,468,000 shares and UMI sold 210,000 shares of the Common Stock in private transactions to approximately 26 persons and (2) UME sold 322,000 shares of the Common Stock to PRWW. The sale price for each transaction was $6.00 per share. "After these sales, UME owns 25,450 shares of the Common Stock, or approximately 0.4% of the outstanding shares. "Except for the foregoing transactions, no transactions were effectuated during sixty days preceding the date of this Amendment by UM, UME or UMI or, to their knowledge, the persons listed on Schedule I." Item 7 - Material to be Filed as Exhibits. Item 7 of Schedule 13D is amended by adding the following exhibits: Exhibit 1 - Form of Stock Purchase Agreement dated August 20, 1999 (General) Exhibit 2 - Form of Stock Purchase Agreement dated August 20, 1999 (Lubert) Exhibit 3 - Form of Stock Purchase Agreement dated August 20, 1999 (COF) - --------------------------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 27, 1999 /s/ John Aglialoro ------------------------------------- John Aglialoro, Chairman UM Holdings, Ltd., UM Equity Corp. and UM Investment Corporation 5 EX-1 2 EXHIBIT 1 Exhibit 1 General STOCK PURCHASE AGREEMENT AGREEMENT, dated as of August 20, 1999, between each person listed on Annex I hereto (the "Buyers"); and UM HOLDINGS, LTD., a New Jersey corporation (the "Seller"). Intending to be legally bound, the parties hereto hereby agree as follows: 1. Sale and Purchase. At the Closing (as defined below), Seller through its wholly-owned subsidiaries, UM Equity Corp. and/or UM Investment Corporation (the "Subsidiaries"), shall sell to each Buyer, and each Buyer shall purchase from Seller, the number of shares of the common stock, par value $.01 per share (the "Stock"), of Premier Research Worldwide, Ltd., a Delaware corporation (the "Company"), indicated beneath the Buyer's signature on page 3 hereof, at a purchase price of $6.00 per share, for the aggregate purchase price (the "Purchase Price") indicated beneath the Buyer's signature on page 3 hereof. Each Buyer, simultaneously with its execution of this Agreement, shall wire transfer the full amount of its Purchase Price to Archer & Greiner, A Professional Corporation (the "Escrow Agent"), to be held in escrow until the Escrow Agent receives the documents required to be delivered pursuant to subparagraphs 2(b) and 2(c) hereof. Upon the Escrow Agent's receipt of said documents, all purchase monies being held by the Escrow Agent pursuant to this Agreement, and all accrued interest thereon, shall be immediately released to Seller. The wire transfer instructions for the wire transfer to be made by each Buyer pursuant to this paragraph 1 are as follows: First Union Bank N.A. New Jersey ABA Routing # 02120025 Archer & Greiner Master Account # 8924302568 2. The Closing. The closing of the sale and transfer of the Stock hereunder (the "Closing") shall take place at the offices of the Company, at 10:00 A.M. on August 27, 1999, or at such other time and place as the Buyers and the Seller shall mutually agree. The Closing shall be effectuated as follows: (a) Seller shall cause to be delivered to each Buyer, via Federal Express: (i) a stock power, executed by the applicable Subsidiary, transferring to such Buyer the number of shares of the Stock to be sold to it hereunder and a letter of instruction to the Company's transfer agent to effectuate such transfer of the Stock on the stock books of the Company. Each share certificate issued to a Buyer hereunder shall only be issued in the name of the Buyer (as set forth beneath the Buyer's signature on page 3 hereof); and (ii) an opinion of Archer & Greiner, counsel to the Seller, to the effect that this Agreement has been duly authorized, executed and delivered by the Seller and constitutes the valid and binding obligation of Seller enforceable in accordance with its terms, and Seller has the full requisite power and authority to transfer and deliver (through the Subsidiaries) the Stock to the Buyers pursuant hereto. (b) Seller shall cause to be delivered to the Escrow Agent a certified copy of resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and authorizing the Company to file a Registration Statement on Form S-3 to register the shares of the Stock purchased hereunder under the Securities Act of 1933, as amended (the "Securities Act"). (c) Seller shall cause to be delivered to the Escrow Agent a certification confirming that the deliveries specified in subparagraph 2(a) above have been made and authorizing the Escrow Agent to release all monies being held pursuant to this Agreement to Seller. 3. Stock Ownership. Seller represents and warrants to each Buyer that the Subsidiaries are the legal and beneficial owner of, and shall at Closing convey to the Buyer hereunder good and marketable title to, the shares of Stock intended to be sold to such Buyer hereunder, free and clear of any claim, lien, option, charge or encumbrance of any nature whatsoever. Seller has full power, authority and capacity to sell such number of shares to such Buyer in accordance with the terms and provisions of this Agreement and to execute and deliver this Agreement, and this Agreement is the valid and binding obligation of Seller, enforceable according to its terms. To the knowledge of Seller, the shares of the Stock to be sold hereunder constitute validly issued, fully paid and non-assessable shares of capital stock. 4. Representations and Warranties of the Buyers. Each Buyer represents and warrants to the Seller that it is acquiring the Stock hereunder for its own account for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof. The Buyer further represents that it understands that the Stock has not been registered under the Securities Act by reason of its issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(1) thereof. Accordingly, the Stock must be held indefinitely unless a subsequent disposition thereof is (a) registered under the Securities Act (which the Company will agree to do on a Form S-3 Registration Statement as a condition to the Closing) or (b) exempt from such registration. The Stock will bear a legend indicating its restricted status and the Company will make a notation on its transfer books to such effect. Each Buyer further understands that the exemption from registration afforded by Rule 144 under the Securities Act depends on the satisfaction of various conditions and that, if applicable, Rule 144 affords the basis of sales of the Stock in limited amounts under certain conditions. Each Buyer acknowledges that it has had a full opportunity to request from the Seller and the Company and to review and has received such information that it deems relevant in making a decision to purchase the Stock being purchased by it hereunder. 5. Restatement of Representations; Disclaimer of Warranties. The representations and warranties set forth in paragraphs 3 and 4 above shall be deemed restated on and as of the date of Closing. Except as specifically set forth in paragraph 3 or 4 above, the sales and purchases pursuant to this Agreement are made on a "without warranty, as-is" basis. Neither party makes any representation or warranty with respect to the business, assets, financial condition, prospects or affairs of the Company, and each party acknowledges that it has not relied upon any such representation or warranty. 2 6. Miscellaneous. This Agreement inures to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns; provided, that the Buyers shall have no right to assign their rights and obligations hereunder. This Agreement supersedes all prior negotiations, understandings, writings and agreements between the parties hereto. All covenants, agreements, warranties, representations, and disclaimers of warranties and representations contained in this Agreement shall survive the consummation of the sale and purchase hereunder. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year first above written. BUYER: ------------------------------- Certificate Information (to be completed by Buyer): Name, Address and No. of Shares to be Tax Identification No. of Purchased by No. of Shares x $6.00 = Buyer Buyer Total Purchase Price - ------------------------- ------------------- ----------------------- UM HOLDINGS, LTD. ("SELLER") By: _________________________________ Once this signature page has been executed and completed by the Buyer, the Buyer must take the following steps to be eligible to purchase shares of the Stock hereunder: 1. A copy of the executed and completed signature page must be faxed to Deborah A. Hays, Esquire at Archer & Greiner, A Professional Corporation. The fax number is (856) 795- 0574. 2. The original copy of the executed and completed signature page must be mailed to the following address: Deborah A. Hays, Esquire Archer & Greiner, PC One Centennial Square Haddonfield, NJ 08033 3 3. The full amount of the Purchase Price must be sent by wire transfer to the following account maintained by the Escrow Agent: First Union Bank N.A. New Jersey ABA Routing # 02120025 Archer & Greiner Master Account # 8924302568 4 EX-2 3 EXHIBIT 2 Exhibit 2 Lubert STOCK PURCHASE AGREEMENT AGREEMENT, dated as of August 20, 1999, between each person listed on Annex I hereto (the "Buyers"); and UM HOLDINGS, LTD., a New Jersey corporation (the "Seller"). Intending to be legally bound, the parties hereto hereby agree as follows: 1. Sale and Purchase. At the Closing (as defined below), Seller through its wholly-owned subsidiaries, UM Equity Corp. and/or UM Investment Corporation (the "Subsidiaries"), shall sell to each Buyer, and each Buyer shall purchase from Seller, the number of shares of the common stock, par value $.01 per share (the "Stock"), of Premier Research Worldwide, Ltd., a Delaware corporation (the "Company"), indicated beneath the Buyer's signature on page 3 hereof, at a purchase price of $6.00 per share, for the aggregate purchase price (the "Purchase Price") indicated beneath the Buyer's signature on page 3 hereof. Each Buyer, simultaneously with its execution of this Agreement, shall wire transfer the full amount of its Purchase Price to Archer & Greiner, A Professional Corporation (the "Escrow Agent"), to be held in escrow until the Escrow Agent receives the documents required to be delivered pursuant to subparagraphs 2(c) and 2(d) hereof. Upon the Escrow Agent's receipt of said documents, all purchase monies being held by the Escrow Agent pursuant to this Agreement, and all accrued interest thereon, shall be immediately released to Seller. The wire transfer instructions for the wire transfer to be made by each Buyer pursuant to this paragraph 1 are as follows: First Union Bank N.A. New Jersey ABA Routing # 02120025 Archer & Greiner Master Account # 8924302568 2. The Closing. The closing of the sale and transfer of the Stock hereunder (the "Closing") shall take place at the offices of the Company, at 10:00 A.M. on August 27, 1999, or at such other time and place as the Buyers and the Seller shall mutually agree. The Closing shall be effectuated as follows: (a) Seller shall cause to be delivered to each Buyer, via Federal Express: (i) a stock power, executed by the applicable Subsidiary, transferring to such Buyer the number of shares of the Stock to be sold to it hereunder and a letter of instruction to the Company's transfer agent to effectuate such transfer of the Stock on the stock books of the Company. Each share certificate issued to a Buyer hereunder shall only be issued in the name of the Buyer (as set forth beneath the Buyer's signature on page 3 hereof); and (ii) an opinion of Archer & Greiner, counsel to the Seller, to the effect that this Agreement has been duly authorized, executed and delivered by the Seller and constitutes the valid and binding obligation of Seller enforceable in accordance with its terms, and Seller has the full requisite power and authority to transfer and deliver (through the Subsidiaries) the Stock to the Buyers pursuant hereto. (b) The Company and Buyers shall have executed and delivered a Put Agreement, in form and substance satisfactory to each party, providing the option to the Buyers to sell to the Company, at a price of $6.00 per share, the Stock acquired hereunder, which option must be exercised, if at all, during the 20 day period following the date of the Closing. (c) Seller shall cause to be delivered to the Escrow Agent a certified copy of resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and authorizing the Company to file a Registration Statement on Form S-3 to register the shares of the Stock purchased hereunder under the Securities Act of 1933, as amended (the "Securities Act"). (d) Seller shall cause to be delivered to the Escrow Agent a certification confirming that (i) the deliveries specified in subparagraph 2(a) above have been made and (ii) the agreement specified in subparagraph (b) above has been executed and delivered by the parties thereto, and authorizing the Escrow Agent to release all monies being held pursuant to this Agreement to Seller. 3. Stock Ownership. Seller represents and warrants to each Buyer that the Subsidiaries are the legal and beneficial owner of, and shall at Closing convey to the Buyer hereunder good and marketable title to, the shares of Stock intended to be sold to such Buyer hereunder, free and clear of any claim, lien, option, charge or encumbrance of any nature whatsoever. Seller has full power, authority and capacity to sell such number of shares to such Buyer in accordance with the terms and provisions of this Agreement and to execute and deliver this Agreement, and this Agreement is the valid and binding obligation of Seller, enforceable according to its terms. To the knowledge of Seller, the shares of the Stock to be sold hereunder constitute validly issued, fully paid and non-assessable shares of capital stock. 4. Representations and Warranties of the Buyers. Each Buyer represents and warrants to the Seller that it is acquiring the Stock hereunder for its own account for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof. The Buyer further represents that it understands that the Stock has not been registered under the Securities Act by reason of its issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(1) thereof. Accordingly, the Stock must be held indefinitely unless a subsequent disposition thereof is (a) registered under the Securities Act (which the Company will agree to do on a Form S-3 Registration Statement as a condition to the Closing) or (b) exempt from such registration. The Stock will bear a legend indicating its restricted status and the Company will make a notation on its transfer books to such effect. Each Buyer further understands that the exemption from registration afforded by Rule 144 under the Securities Act depends on the satisfaction of various conditions and that, if applicable, Rule 144 affords the basis of sales of the Stock in limited amounts under certain conditions. Each Buyer acknowledges that it has had a full opportunity to request from the Seller and the Company and to review and has received such information that it deems relevant in making a decision to purchase the Stock being purchased by it hereunder. 5. Restatement of Representations; Disclaimer of Warranties. The representations and warranties set forth in paragraphs 3 and 4 above shall be deemed restated on and as of the date of Closing. Except as specifically set forth in paragraph 3 or 4 above, the sales and purchases pursuant to this Agreement are made on a "without warranty, as-is" basis. Neither party makes any representation or warranty with respect to the business, assets, financial condition, prospects or affairs of the Company, and each party acknowledges that it has not relied upon any such representation or warranty. 6. Miscellaneous. This Agreement inures to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns; provided, that the Buyers shall have no right to assign their rights and obligations hereunder. This Agreement supersedes all prior negotiations, understandings, writings and agreements between the parties hereto. All covenants, agreements, warranties, representations, and disclaimers of warranties and representations contained in this Agreement shall survive the consummation of the sale and purchase hereunder. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year first above written. BUYER: -------------------------------- Certificate Information (to be completed by Buyer): Name, Address and No. of Shares to be Tax Identification No. of Purchased by No. of Shares x $6.00 = Buyer Buyer Total Purchase Price - ------------------------- ------------------- ----------------------- UM HOLDINGS, LTD. ("SELLER") By: _________________________________ Once this signature page has been executed and completed by the Buyer, the Buyer must take the following steps to be eligible to purchase shares of the Stock hereunder: 1. A copy of the executed and completed signature page must be faxed to Deborah A. Hays, Esquire at Archer & Greiner, A Professional Corporation. The fax number is (856) 795- 0574. 2. The original copy of the executed and completed signature page must be mailed to the following address: Deborah A. Hays, Esquire Archer & Greiner, PC One Centennial Square Haddonfield, NJ 08033 3. The full amount of the Purchase Price must be sent by wire transfer to the following account maintained by the Escrow Agent: First Union Bank N.A. New Jersey ABA Routing # 02120025 Archer & Greiner Master Account # 8924302568 EX-3 4 EXHIBIT 3 Exhibit 3 COF STOCK PURCHASE AGREEMENT AGREEMENT, dated as of August 20, 1999, between each person listed on Annex I hereto (the "Buyers"); and UM HOLDINGS, LTD., a New Jersey corporation (the "Seller"). Intending to be legally bound, the parties hereto hereby agree as follows: 1. Sale and Purchase. At the Closing (as defined below), Seller through its wholly-owned subsidiaries, UM Equity Corp. and/or UM Investment Corporation (the "Subsidiaries"), shall sell to each Buyer, and each Buyer shall purchase from Seller, the number of shares of the common stock, par value $.01 per share (the "Stock"), of Premier Research Worldwide, Ltd., a Delaware corporation (the "Company"), indicated beneath the Buyer's signature on page 3 hereof, at a purchase price of $6.00 per share, for the aggregate purchase price (the "Purchase Price") indicated beneath the Buyer's signature on page 3 hereof. Each Buyer, simultaneously with its execution of this Agreement, shall wire transfer the full amount of its Purchase Price to Archer & Greiner, A Professional Corporation (the "Escrow Agent"), to be held in escrow until the Escrow Agent receives the documents required to be delivered pursuant to subparagraphs 2(c) and 2(d) hereof. Upon the Escrow Agent's receipt of said documents, all purchase monies being held by the Escrow Agent pursuant to this Agreement, and all accrued interest thereon, shall be immediately released to Seller. The wire transfer instructions for the wire transfer to be made by each Buyer pursuant to this paragraph 1 are as follows: First Union Bank N.A. New Jersey ABA Routing # 02120025 Archer & Greiner Master Account # 8924302568 2. The Closing. The closing of the sale and transfer of the Stock hereunder (the "Closing") shall take place at the offices of the Company, at 10:00 A.M. on August 27, 1999, or at such other time and place as the Buyers and the Seller shall mutually agree. The Closing shall be effectuated as follows: (a) Seller shall cause to be delivered to each Buyer, via Federal Express: (i) a stock power, executed by the applicable Subsidiary, transferring to such Buyer the number of shares of the Stock to be sold to it hereunder and a letter of instruction to the Company's transfer agent to effectuate such transfer of the Stock on the stock books of the Company. Each share certificate issued to a Buyer hereunder shall only be issued in the name of the Buyer (as set forth beneath the Buyer's signature on page 3 hereof); and (ii) an opinion of Archer & Greiner, counsel to the Seller, to the effect that this Agreement has been duly authorized, executed and delivered by the Seller and constitutes the valid and binding obligation of Seller enforceable in accordance with its terms, and Seller has the full requisite power and authority to transfer and deliver (through the Subsidiaries) the Stock to the Buyers pursuant hereto. (b) The Company and Buyers shall have executed and delivered a Registration Rights Agreement, in form and substance satisfactory to each party, providing the Buyers certain registration rights under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Stock acquired hereunder. (c) Seller shall cause to be delivered to the Escrow Agent a certified copy of resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and authorizing the Company to file a Registration Statement on Form S-3 to register the shares of the Stock purchased hereunder under the Securities Act. (d) Seller shall cause to be delivered to the Escrow Agent a certification confirming that (i) the deliveries specified in subparagraph 2(a) above have been made and (ii) the agreement specified in subparagraph (b) above has been executed and delivered by the parties thereto, and authorizing the Escrow Agent to release all monies being held pursuant to this Agreement to Seller. 3. Stock Ownership. Seller represents and warrants to each Buyer that the Subsidiaries are the legal and beneficial owner of, and shall at Closing convey to the Buyer hereunder good and marketable title to, the shares of Stock intended to be sold to such Buyer hereunder, free and clear of any claim, lien, option, charge or encumbrance of any nature whatsoever. Seller has full power, authority and capacity to sell such number of shares to such Buyer in accordance with the terms and provisions of this Agreement and to execute and deliver this Agreement, and this Agreement is the valid and binding obligation of Seller, enforceable according to its terms. To the knowledge of Seller, the shares of the Stock to be sold hereunder constitute validly issued, fully paid and non-assessable shares of capital stock. 4. Representations and Warranties of the Buyers. Each Buyer represents and warrants to the Seller that it is acquiring the Stock hereunder for its own account for the purpose of investment and not with a view to, or for sale in connection with, any distribution thereof. The Buyer further represents that it understands that the Stock has not been registered under the Securities Act by reason of its issuance in a transaction exempt from the registration requirements of the Securities Act pursuant to Section 4(1) thereof. Accordingly, the Stock must be held indefinitely unless a subsequent disposition thereof is (a) registered under the Securities Act (which the Company will agree to do on a Form S-3 Registration Statement as a condition to the Closing) or (b) exempt from such registration. The Stock will bear a legend indicating its restricted status and the Company will make a notation on its transfer books to such effect. Each Buyer further understands that the exemption from registration afforded by Rule 144 under the Securities Act depends on the satisfaction of various conditions and that, if applicable, Rule 144 affords the basis of sales of the Stock in limited amounts under certain conditions. Each Buyer acknowledges that it has had a full opportunity to request from the Seller and the Company and to review and has received such information that it deems relevant in making a decision to purchase the Stock being purchased by it hereunder. 5. Restatement of Representations; Disclaimer of Warranties. The representations and warranties set forth in paragraphs 3 and 4 above shall be deemed restated on and as of the date of Closing. Except as specifically set forth in paragraph 3 or 4 above, the sales and purchases pursuant to this Agreement are made on a "without warranty, as-is" basis. Neither party makes any representation or warranty with respect to the business, assets, financial condition, prospects or affairs of the Company, and each party acknowledges that it has not relied upon any such representation or warranty. 6. Miscellaneous. This Agreement inures to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns; provided, that the Buyers shall have no right to assign their rights and obligations hereunder. This Agreement supersedes all prior negotiations, understandings, writings and agreements between the parties hereto. All covenants, agreements, warranties, representations, and disclaimers of warranties and representations contained in this Agreement shall survive the consummation of the sale and purchase hereunder. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the day and year first above written. BUYER: ------------------------------- Certificate Information (to be completed by Buyer): Name, Address and No. of Shares to be Tax Identification No. of Purchased by No. of Shares x $6.00 = Buyer Buyer Total Purchase Price - ------------------------- ------------------- ----------------------- UM HOLDINGS, LTD. ("SELLER") By: _________________________________ Once this signature page has been executed and completed by the Buyer, the Buyer must take the following steps to be eligible to purchase shares of the Stock hereunder: 1. A copy of the executed and completed signature page must be faxed to Deborah A. Hays, Esquire at Archer & Greiner, A Professional Corporation. The fax number is (856) 795- 0574. 2. The original copy of the executed and completed signature page must be mailed to the following address: Deborah A. Hays, Esquire Archer & Greiner, PC One Centennial Square Haddonfield, NJ 08033 3. The full amount of the Purchase Price must be sent by wire transfer to the following account maintained by the Escrow Agent: First Union Bank N.A. New Jersey ABA Routing # 02120025 Archer & Greiner Master Account # 8924302568 -----END PRIVACY-ENHANCED MESSAGE-----