-----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, QhDZ076L2tZArb6wHw0YnNCmlUIcHtt+KQdWo24uheyTso48BIZbKU8zlUc+qWiX /ad3gZ6lYK427Aj4rTyM6w== 0001193125-06-220534.txt : 20061101 0001193125-06-220534.hdr.sgml : 20061101 20061101153007 ACCESSION NUMBER: 0001193125-06-220534 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20061101 DATE AS OF CHANGE: 20061101 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENCORIUM GROUP INC CENTRAL INDEX KEY: 0000856569 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 561668867 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54209 FILM NUMBER: 061178743 BUSINESS ADDRESS: STREET 1: ONE GLENHARDIE CORPORATE CENTER STREET 2: 1275 DRUMMERS LANE STE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 6109759533 MAIL ADDRESS: STREET 1: ONE GLENHARDIE CORPORATE CENTER STREET 2: 1275 DRUMMERS LANE, SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: COVALENT GROUP INC DATE OF NAME CHANGE: 19961107 FORMER COMPANY: FORMER CONFORMED NAME: FUTURE MEDICAL TECHNOLOGIES INTERNATIONAL INC DATE OF NAME CHANGE: 19950801 FORMER COMPANY: FORMER CONFORMED NAME: WEST END VENTURES INC DATE OF NAME CHANGE: 19900601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BOROW KENNETH M MD CENTRAL INDEX KEY: 0001057768 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 6109894404 MAIL ADDRESS: STREET 1: C/O COVALENT GROUP INC STREET 2: 1275 DRUMMERS LN #100 CITY: WAYNE STATE: PA ZIP: 19087 SC 13D/A 1 dsc13da.htm SCHEDULE 13D/A AMENDMENT NO.2 Schedule 13D/A Amendment No.2

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13D

(AMENDMENT NO. 2)

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

 

Encorium Group, Inc.

(Name of Issuer)

 

Common Stock, par value $.001 per share

(Title of Class of Securities)

 

29257R 10 9

(CUSIP Number)

 

Kenneth M. Borow, M.D.

Encorium Group, Inc.

One Glenhardie Center, Suite 100

1275 Drummers Lane

Wayne, Pennsylvania 19087

(610) 975-9533

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

October 17, 2006

(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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note:  Schedules filed in paper format shall include a signed original and five copies of the Schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

CUSIP No. 29257R 10 9

 

  1.  

NAMES OF REPORTING PERSONS

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

            Kenneth M. Borow, M.D.

    
  2.  

CHECK THE APPROPRIATE BOX IF A GROUP*

(a)  ¨

(b)  x

    
  3.  

SEC USE ONLY

 

    
  4.  

SOURCE OF FUNDS

 

            PF, OO

    
  5.  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

   ¨
  6.  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

            United States of America

    

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  

  7.    SOLE VOTING POWER

 

                898,568

 

  8.    SHARED VOTING POWER

 

                39,000

 

  9.    SOLE DISPOSITIVE POWER

 

                898,568

 

10.    SHARED DISPOSITIVE POWER

 

                39,000

 

11.  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

            1,065,238 (includes Options to Purchase 166,670 Shares)

    
12.  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

  

¨

 

13.  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

            7.8%

    
14.  

TYPE OF REPORTING PERSON*

 

            IN

    

 

* SEE INSTRUCTIONS BEFORE FILLING OUT!

 

Page 2 of 7

Item 1. Security and Issuer.

 

(a) Title of the Security: Common Stock, $.001 par value per share.

 

(b) Name of the Issuer: Encorium Group, Inc., a Delaware corporation.

 

(c) The Issuer’s address of its principal executive office:

One Glenhardie Corporate Center

1275 Drummers Lane, Suite 100

Wayne, Pennsylvania 19087

Item 2. Identity and Background.

 

(a) Name: Kenneth M. Borow, M.D.

 

(b) Business Address:

One Glenhardie Corporate Center

1275 Drummers Lane, Suite 100

Wayne, Pennsylvania 19087

 

(c) Present principal occupation and name and address of such principal occupation:

Dr. Borow is the President and Chief Executive Officer and a Member of the Board of Directors of the Issuer. The address of the Issuer is One Glenhardie Corporate Center, 1275 Drummers Lane, Suite 100, Wayne, Pennsylvania, 19087.

 

(d) Criminal Convictions within the past five years:

Dr. Borow has not been the subject of any criminal proceeding resulting in his conviction in the previous five years from the date of the statement.

 

(e) Party to a Civil Proceeding in the past five years:

During the past five years, Dr. Borow has not been a party to any civil proceeding of a judicial or administrative body with said proceeding resulting in judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) Citizenship: United States of America.

Page 3 of 7

Item 3. Source and Amount of Funds or Other Consideration.

Dr. Borow used his personal funds to purchase 71,000 shares of common stock at various times between June 1996 and March, 2003 to acquire shares directly.

Dr. Borow purchased 460,000 shares of common stock on August 20, 2000 from Covalent Partners, LLC. Dr. Borow obtained the funds for that purchase in a loan from Covalent Partners, LLC. In connection with the loan, Dr. Borow signed a promissory note in favor of Covalent Partners, LLC in principal amount of $1,380,000 which accrued interest at 7% per annum and was payable on August 21, 2005. The 460,000 shares purchased are collateral for the loan. On August 20, 2005, Dr. Borow and Richard D. Propper, M.D. the successor to Covalent Partners, LLC, amended the terms of the original promissory note. Pursuant to the terms of the amended promissory note, the principal amount of $1,380,000 accrued simple interest at the prime rate plus 1% per annum and was payable on August 21, 2006. On October 17, 2006, Dr. Borow and Richard D. Propper, M.D. modified the terms of the amended promissory note which is included in this filing as Exhibit 99.2. The terms and conditions of the amended promissory note dated October 17, 2006 supercedes those contained in the prior promissory note.

On July 31, 2003, Dr. Borow delivered to the Issuer 118,127 shares of previously-acquired shares of common stock as payment of the exercise price of $343,750 (based on the market price) for the purchase from the Issuer of 500,000 shares of common stock upon exercise of stock options previously granted by the Issuer to Dr. Borow. In connection with the exercise, Dr. Borow also delivered 22,305 shares of previously-acquired shares of common stock in satisfaction of his withholding tax obligations (aggregating approximately $64,907) with respect to the non-qualified portion of the options. The sole purpose for the delivery of shares by Dr. Borow to the Issuer was to pay the exercise price and withholding tax obligations in order for Dr. Borow to exercise the options prior to their expiration a few days later.

Item 4. Purpose of Transaction.

Dr. Borow is the President and Chief Executive Officer and a Director of the Issuer and may buy and sell shares of common stock from time to time. In addition, he is eligible to participate in the Issuer’s employee benefit plans, pursuant to which he may purchase common stock or receive grants of common stock or derivative securities and thereby become the beneficial owner of common stock. Dr. Borow acquired his shares of common stock for investment purposes and not with a purpose or effect of changing or influencing control of the Issuer or as a participant in any transaction having that purpose or effect.

Except as set forth above, Dr. Borow has no plans or proposals with respect to any of the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) Aggregate Number of Shares Beneficially Owned:

1,065,238 shares of common stock of which 166,670 represents shares of common stock which may be acquired upon the exercise of stock options or may be acquired upon the exercise of options with 60 days of the date of this statement.

Page 4 of 7

Percentage of Securities Beneficially Owned:

(b) Dr. Borow has sole voting power and sole dispositive power over 898,568 shares of common stock reported or beneficially owned by Dr. Borow including shared dispositive power over 39,000 shares of common stock held by his wife and children.

(c) Not Applicable.

(d) Not Applicable.

(e) Not Applicable.

Item 6 Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

On January 31, 2000, the Issuer granted Dr. Borow options to purchase 500,000 shares of common stock exercisable at $4.00 per share with one-thirty-sixth of the shares vesting per month beginning on February 28, 2000. This option grant expired on January 31, 2005. No shares were exercised pursuant to this stock option grant.

On March 8, 2001, the Issuer granted Dr. Borow options to purchase 50,000 shares of common stock exercisable at $1.94 per share with 25% vesting in annual increments. This stock option grant expired on March 8, 2006. No shares were exercised pursuant to the stock option grant.

On July 1, 2005, the Issuer granted Dr. Borow options to purchase 500,000 shares of common stock exercisable at $2.25 per share subject to certain time vesting requirements. Approximately 166,670 of these options are currently vested. No shares have been exercised pursuant to this stock option grant.

Dr. Borow purchased 460,000 shares of common stock on August 20, 2000 from Covalent Partners, LLC. Dr. Borow obtained the funds for that purchase in a loan from Covalent Partners, LLC. In connection with the loan, Dr. Borow signed a promissory note in favor of Covalent Partners, LLC in principal amount of $1,380,000 which accrues interest at 7% per annum and is payable on August 21, 2005. The 460,000 shares purchased are collateral for the loan. On August 20, 2005, Dr. Borow and Richard D. Propper, M.D., the successor to Covalent Partners, LLC amended the terms of the promissory note. Pursuant to the terms of the amended promissory note, the principal amount of $1,380,000 plus accrued simple interest thereon at the prime rate of interest plus 1% per annum from August 20, 2000, is payable on August 21, 2006.

On October 17, 2006. Dr, Borow and Richard D. Propper, MD modified the terms of the amended promissionary note. Pursuant to the terms of the amended promissory note dated October 17, 2006, principal in the amount of $1,000,000 plus accrued simple interest of 3% per annum from August 20, 2000, is payable on December 31, 2007.

Item 7. Material to Be Filed as Exhibits

 

Exhibit No.   

Description of Exhibit

99.1    Amended Promissory Note Dated August 20, 2005
99.2    Amended Promissory Note Dated October 17, 2006

Page 5 of 7

SIGNATURE

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: November 1, 2006

 

/s/ Kenneth M. Borow, M.D.

Kenneth M. Borow, M.D.
President and Chief Executive Officer

Page 6 of 7

EXHIBIT INDEX

 

Exhibit No.   

Description of Exhibit

99.1    Amended Promissory Note Dated August 20, 2005
99.2    Amended Promissory Note Dated October 17, 2006

Page 7 of 7

EX-99.1 2 dex991.htm ORIGINAL PROMISSORY NOTE Original Promissory Note

Exhibit 99.1

NOTE: THIS IS A COPY OF THE AMENDED SECURED PROMISSORY NOTE.

 

August 20, 2005   $1,380,000

SECURED PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, Kenneth M. Borow, M.D. (“Borrower”), promises to pay to Richard D. Propper, M.D. (“Lender”), the aggregate sum of One Million Three Hundred Eighty Thousand Dollars ($1,380,000), plus accrued simple interest thereon, subject to the following terms and conditions as amended herein.

 

1. This Secured Promissory Note dated August 20, 2005 amends and supersedes certain terms and conditions, as stated below, of the prior Note dated August 20, 2000 between the Borrower and Covalent Partners, LLC.

 

2. Due Date. Payment in full is due no later than August 21, 2006.

 

3. Interest. Simple interest shall accrue at the rate of prime plus 1% percent commencing from August 20, 2000 through August 21, 2006. The total amount of interest is due and payable, together with the principal, on August 21, 2006.

 

4. Security Interest. In order to secure payment of the sums due Lender hereunder, Borrower grants to Lender a security interest in Four Hundred Sixty Thousand (460,000) shares of the Common Stock of Covalent Group, Inc. (the “Stock”), and has delivered to Lender herewith the certificate(s) representing the Stock, together with an assignment separate from certificate executed by Borrower directing Covalent Group, Inc. or its transfer agent to transfer the Stock to Lender. Lender is entitled to direct such transfer in the event of any default hereunder.

 

5. Expenses of Collection. In the event that Borrower shall be in default under this note he shall be liable for any expenses incurred by Lender in connection with efforts to collect any amount due to Lender hereunder, including reasonable attorney’s fees.

 

6. Nature of Transaction. Borrower agrees and affirms that this note is entered into for commercial purposes and is not made in connection with a personal or consumer transaction.

 

7. Governing Law. This note shall be governed by the laws of the State of California, without regard to its conflict of laws principles.

IN WITNESS WHEREOF, the parties hereto set their hands and seals this 20th day of August 2005.

 

/s/ Kenneth M. Borow, M.D.

  

/s/ Richard D. Propper, M.D.

Kenneth M. Borow, M.D.   Richard D. Propper, M.D.

 

Page 9 of 9

EX-99.2 3 dex992.htm AMENDED PROMISSORY NOTE Amended Promissory Note

EXHIBIT 99.2

 

17 October 2006   $1,000,000

SECURED PROMISSORY NOTE

FOR VALUE RECEIVED, the undersigned, Kenneth M. Borow, M.D. (“Borrower”), promises to pay to Richard D. Propper, M.D. (“Lender”), the aggregate sum of one million dollars ($1,000,000), plus accrued simple interest thereon, subject to the following terms and conditions as amended herein.

 

  1. This Secured Promissory Note dated 17 October 2006 amends and supersedes certain terms and conditions of the prior Note dated 20 August 2005.

 

  2. Due Date. Payments are due as set forth below in Paragraph 4 b.

 

  3. Interest. Simple interest shall accrue at the rate of 3% commencing from 20 August 2000 through 31 December 2007.

 

  4. Payment of principal and interest will be made either by cash or Covalent Common Stock as set forth below:

 

  a. The total amount of interest is due and payable together with the principal no later than 31 December 2007. These payments may be made in Common Stock of Covalent Group, Inc. (the “Stock”), cash, or a combination of Stock and cash as set forth in paragraphs 4b. and 4c. below.

 

  b. A staged payout of the principal amount of the Note will be as follows:

 

  i. $100,000 on or before 31 December 2006

 

  ii. $100,000 on or before 28 February 2007

 

  iii. $100,000 on or before 30 April 2007

 

  iv. $200,000 on or before 31 July 2007

 

  v. $250,000 on or before 30 September 2007

 

  vi. $250,000 on or before 31 December 2007

 

  c. Interest on the Note will be due and payable, based on the terms set forth in Paragraph 3 above, on or before 31 December 2007.

 

  5. Security Interest. In order to secure payment of the sums due Lender hereunder, Borrower grants to Lender a security interest in Four Hundred Sixty Thousand (460,000) shares of Stock together with an assignment separate from certificate executed by Borrower directing Covalent Group, Inc. or its transfer agent to transfer the Stock to Lender. Lender is entitled to direct such transfer in the event of any default hereunder.

 

  6. Expenses of Collection. In the event that Borrower shall be in default under this note he shall be liable for any expenses incurred by Lender in connection with efforts to collect any amount due to Lender hereunder, including reasonable attorney’s fees.

  7. Nature of Transaction. Borrower agrees and affirms that this note is entered into for commercial purposes and is not made in connection with a personal or consumer transaction.

 

  8. Governing Law. This note shall be governed by the laws of the State of California, without regard to its conflict of laws principles.

IN WITNESS WHEREOF, the parties hereto set their hands and seal this 17th day of October, 2006.

 

Kenneth M. Borow, M.D.     Richard D. Propper, M.D.

/s/ Kenneth M. Borow, M.D.

    

/s/ Richard D. Propper, M.D.

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