-----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, GuosA21erBIFM/NxYRhHI2JsNXq+dJauhzLrBGQ/fv5qN2xDaaezFReiH9dOWD2N J3jPnoaIyWUOJIYq+ddKuA== 0000950144-97-003910.txt : 19970409 0000950144-97-003910.hdr.sgml : 19970409 ACCESSION NUMBER: 0000950144-97-003910 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970408 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHARMACEUTICAL PRODUCT DEVELOPMENT INC CENTRAL INDEX KEY: 0001003124 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 561640186 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-24779 FILM NUMBER: 97576721 BUSINESS ADDRESS: STREET 1: 3151 17TH STREET EXTENSION CITY: WILMINGTON STATE: NC ZIP: 28401 BUSINESS PHONE: 9102510081 S-3 1 PHARMACEUTICAL PRODUCT DEVELOPMENT INC S-3 1 As filed with the Securities and Exchange Commission on April 8, 1997 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. (Exact name of registrant as specified in its charter) North Carolina (State or other jurisdiction of incorporation or organization) 56-1640186 (I.R.S. Employer Identification No.) 3151 17th Street Extension Wilmington, North Carolina 28412 (919) 251-0081 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) FREDRIC N. ESHELMAN Chief Executive Officer Pharmaceutical Development, Inc. 3151 17th Street Extension Wilmington, North Carolina 28412 (919) 251-0081 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------- Copies to: DONALD R. REYNOLDS, ESQ. Wyrick Robbins Yates & Ponton L.L.P. 4101 Lake Boone Trail, Suite 300 Raleigh, North Carolina 27607 (919) 781-4000 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. 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 being 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. [X] 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 statement 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. [ ] CALCULATION OF REGISTRATION FEE
========================================================================================================== Title of each class of Proposed maximum Proposed maximum securities to be Amount to be offering price aggregate Amount of registered registered per unit(1) offering price(1) registration fee - ---------------------------------------------------------------------------------------------------------- Common Stock, $.10 par value 160,000 shares $19.25 $3,080,000 $933.33 ==========================================================================================================
(1) Estimated solely for the purpose of computing the amount of the registration fee, based on the average of the high and low prices for the Common Stock as reported on the Nasdaq National Market System on April 3, 1997 pursuant to Rule 457(c) The Registrant hereby amends this Registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ 2 - ------------------------------------------------------------------------------- Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. - ------------------------------------------------------------------------------- SUBJECT TO COMPLETION, DATED APRIL 8, 1997 PROSPECTUS PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. 160,000 Shares of Common Stock The Common Stock, $.10 par value per share ("Common Stock"), of Pharmaceutical Product Development, Inc. (the "Company") is traded on the Nasdaq National Market System (the "NMS") under the symbol "PPDI". The closing sales price of the Common Stock on the NMS on April 3, 1997 was $19.25 per share. -------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. -------------------- The shares of Common Stock offered hereby (the "Shares") are to be sold from time to time by the Selling Shareholders (see "Selling Shareholders") by means of ordinary brokers' transactions, in transactions directly with market makers or in certain privately negotiated transactions. See "Plan of Distribution". Each Selling Stockholder has advised the Company that no sale or distribution of the Shares other than as disclosed herein will be effected until after this Prospectus shall have been appropriately amended or supplemented, if required, to set forth the terms thereof. The Company will not receive any proceeds from the sale of the Shares by the Selling Shareholders. In making this offering on behalf of the Company, the Selling Shareholders may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). The Company has agreed to indemnify the Selling Shareholders against certain civil liabilities, including liabilities under the Securities Act. The Selling Shareholders will receive all of the net proceeds from the sale of the Shares. The expenses of this offering are estimated to be $10,000 and will be paid by the Company. Normal commission expenses and brokerage fees, as well as any applicable transfer taxes, are payable individually by the Selling Shareholders. -------------------- No person is authorized to give any information or to make any representations other than those contained or incorporated by reference in this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorized. This Prospectus does not constitute an offer of any securities other than the registered securities to which it relates or an offer to any person in any jurisdiction where such offer would be unlawful. The delivery of this Prospectus at any time does not imply that the information herein is correct as of any time subsequent to its date. -------------------- The date of this Prospectus is April __, 1997. 3 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files periodic reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and at certain of the Commission's regional offices located as follows: Seven World Trade Center, Suite 1300, New York, New York 10048; and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material can also be obtained at prescribed rates from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Such reports, proxy statements and other information concerning the Company may also be inspected at the offices of the Nasdaq Stock Market, Inc. at the National Association of Securities Dealers, 1735 K Street, N.W., Washington, D.C. 20006. The Company has filed with the Commission a Registration Statement on Form S-3 (herein referred to, together with all amendments thereto, as the "Registration Statement") under the Securities Act with respect to the offering of the Shares made hereby. This Prospectus does not contain all of the information contained in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. Statements contained in this Prospectus as to the contents of any contract or other document are summaries that are not necessarily complete and in each instance reference is made to the copy of such contract or other document filed as an exhibit to the Registration Statement, each such statement herein being qualified in all respects by such reference. Such documents may be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates or may be examined without charge at the public reference facilities of the Commission. The Commission maintains a World Wide Web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The address of the Commission's web site is http:\\www.sec.gov. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The following documents filed by the Company with the Commission are incorporated in this Prospectus by reference: (a) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996, filed pursuant to Section 13 the Exchange Act; (b) the description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A (File No. 0-27570) filed pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description. All reports and other documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the termination of the offering of the Shares shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of the filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Company hereby undertakes to provide without charge to each person, including any beneficial owner, to whom a copy of this Prospectus is delivered, upon written or oral request of such person, a copy of any or all of the foregoing documents incorporated by reference in this Prospectus (other than the exhibits to such documents, unless such exhibits are specifically incorporated by reference in such documents). Requests for such copies should be directed to the Corporate Secretary of Pharmaceutical Product Development, Inc., 3151 17th Street Extension, Wilmington, North Carolina 28401 (telephone: 919-251-0081). 4 THIS PROSPECTUS, INCLUDING THE INFORMATION INCORPORATED HEREIN BY REFERENCE, CONTAINS FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE DISCUSSED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS, INCLUDING WITHOUT LIMITATION THOSE SET FORTH IN THE INFORMATION INCORPORATED HEREIN BY REFERENCE. ACQUISITION OF BELMONT RESEARCH, INC. On February 11, 1997, the Company entered into an Agreement and Plan of Reorganization (the "Reorganization Agreement") with the Company, Subsidiary No. 1, Inc., a North Carolina corporation and a wholly-owned subsidiary of the Company ("Subsidiary"), Belmont Research, Inc., a Massachusetts corporation ("Belmont"), and Channing H. Russell, Paul Castleman and Jeremy Pool ("Founding Shareholders"). Pursuant to the Reorganization Agreement, Subsidiary was merged with and into Belmont (the "Merger") on or about February 28, 1997, and each outstanding share of common stock of Belmont was converted automatically into the right to receive shares of the Company's Common Stock and cash in lieu of fractional shares based on the merger exchange ratio set forth in the Reorganization Agreement (the "Exchange Ratio"). As a result, Belmont is a wholly owned subsidiary of the Company. The 502,384 shares of the Company's Common Stock issued in the Merger to holders of outstanding shares of Belmont stock are referred to herein as the "Merger Shares". PLAN OF DISTRIBUTION The shares offered hereby consist of 160,000 of the Merger Shares (the "Shares"). The Selling Shareholders may sell Shares from time to time in the over-the-counter market at prices and on terms prevailing at the time of any such sale. Any such sales may be made in brokers' transactions through broker-dealers acting as agents or in transactions directly with market makers. The Selling Shareholders may also sell Shares from time to time in privately negotiated transactions in which no broker or other third party (other than the purchaser) is involved. The Selling Shareholders will pay any applicable transfer taxes and brokerage commissions or discounts, if any, with respect to the sale of Shares in amounts customary for the type of transaction effected. Each Selling Shareholder has advised the Company that during such time as such Selling Shareholder may attempt to sell Shares registered hereunder, such person will: (i) not engage in any stabilization activity in connection with any of the Company's securities; (ii) cause to be furnished to each person to whom Shares included herein may be offered, and/or to each broker-dealer, if any, through whom Shares are offered, such copies of this Prospectus, as supplemented or amended, as may be required by such person; and (iii) not bid for or purchase any of the Company's securities (or any rights to acquire the Company's securities), or attempt to induce any person to purchase any of the Company's securities (or rights to acquire the Company's securities) other than as permitted under the Exchange Act. The Selling Shareholders, and any other persons who participate in the sale of Shares, may be deemed to be "underwriters" as defined in the Securities Act. Any commissions paid or any discounts or concessions allowed to any such persons, and any profits received on resale of Shares, may be deemed to be underwriting discounts and commissions under the Securities Act. The Company has agreed to maintain the effectiveness of this Registration Statement until 60 days after the later of (i) the date on which the Registration Statement is first declared effective by the Commission, or (ii) the date the Selling Shareholders may sell Merger Shares without violating applicable securities laws and regulations and without violating accounting principles which permit the Company to account for the Merger as a "pooling of interests". No sales may be made pursuant to this Prospectus after such date unless the Company amends or supplements this Prospectus to indicate that it has agreed to extend such period of effectiveness. 5 SELLING SHAREHOLDERS The following table sets forth certain information, as of March 31, 1997, with respect to the Selling Shareholders and the number of shares of Company Common Stock held by such persons:
Prior to Offering After Offering --------------------------- --------------------------- Shares Offered Name of Selling Shareholder(1) Shares Held Percentage Hereby Shares Held Percentage - ------------------------------ ----------- ---------- -------- ----------- ---------- Channing H. Russell 315 Common Street Belmont, Massachusetts 02178 263,323 1.2% 83,863 179,460 * Paul Castleman 557 Union Street San Francisco, California 94133 131,661 * 41,932 89,729 * Jeremy Pool 14 Bowdoin Street Cambridge, Massachusetts 02138 107,400 * 34,205 73,195 * ------- TOTAL 160,000
- ------------------------------ (1) All Selling Shareholders are former stockholders of Belmont. Messrs. Russell and Pool are employees of, and Mr. Castleman is a consultant to, Belmont. * Less than one percent. LEGAL MATTERS The validity of the Shares offered hereby has been passed upon for the Company by Wyrick Robbins Yates & Ponton L.L.P., Raleigh, North Carolina. 6 PPD PHARMACEUTICAL CORPORATION REGISTRATION STATEMENT ON FORM S-3 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution The following table sets forth the various expenses in connection with the sale and distribution of the securities being registered. All expenses of registration of the Shares will be borne by the Company. All of the amounts shown are estimates except the registration fee.
Item Amount to be Paid ---- ----------------- Registration fee $ 933.33 Legal fees and expenses 7,500.00 Accounting fees and expenses 5,000.00 Miscellaneous 1,566.67 ----------- TOTAL $ 15,000.00 ===========
Item 15. Indemnification of Directors and Officers The Company's Articles of Incorporation eliminate, to the fullest extent permitted by the North Carolina Business Corporation Act (the "Business Corporation Act"), the personal liability of each director to the Company or it shareholders for monetary damages for breach of duty as a director. This provision in the Articles of Incorporation does not change a director's duty of care, but it eliminates monetary liability for certain violations of that duty, including violations based on grossly negligent business decisions that may include decisions relating to attempts to change control of the Company. The provision does not affect the availability of equitable remedies for a breach of the duty of care, such as an action to enjoin or rescind a transaction involving a breach of fiduciary duty; in certain circumstances, however, equitable remedies may not be available as a practical matter. Under the Business Corporation Act, the limitation of liability provision is ineffective against liabilities for (i) acts or omissions that the director knew or believed at the time of the breach to be clearly in conflict with the best interests of the Company, (ii) unlawful distribution described in Business Corporation Act Section 55-8-33, (iii) any transaction from which the director derived an improper personal benefit, or (iv) acts or omissions occurring prior to the date the provision became effective. The provision also in no way affects a director's liability under the federal securities laws. Also, to the fullest extent permitted by the Business Corporation Act, the Company's Bylaws provide, in addition to the indemnification of directors and officers otherwise provided by the Business Corporation Act, for indemnification of the Company's current or former directors, officers and employees against any all liability and litigation expense, including reasonable attorneys' fees, arising out of their status or activities as directors, officers and employees, except for liability or litigation expense incurred on account of activities that were at the time known or believed by such director, officer or employee to be clearly in conflict with the best interests of the Company. The Company intends to obtain officer and director liability insurance with respect to liabilities arising out of certain matters, including matters arising under the Securities Act. At present, there is no pending litigation or proceeding involving a director or officer of the Registrant as to which indemnification is being sought nor is the Registrant aware of any threatened litigation that may result in claims for indemnification by any officer or director. II-1 7 Item 16. Exhibits 4.1 Registration Rights Agreement dated March 1, 1997, among the Registrant and each former stockholder of Belmont Research, Inc. offering shares for sale pursuant to this Registration Statement. 5.1 Opinion of Wyrick Robbins Yates & Ponton L.L.P. 23.1 Consent of Coopers & Lybrand L.L.P. 23.2 Consent of Arthur Andersen LLP 23.3 Consent of Counsel (included in Exhibit 5.1). 25.1 Power of Attorney (see page II-4). Item 17. Undertakings (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) that, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 that remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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. (i) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions discussed in Item 15 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, II-2 8 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 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 Act and will be governed by the final adjudication of such issue. II-3 9 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of North Carolina, on the 7th day of April 1997. PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. By: /s/ Fredric N. Eshelman ---------------------------------- Fredric N. Eshelman, Chief Executive Officer Each person whose signature appears below in so signing also makes, constitutes and appoints Fredric N. Eshelman and Rudy C. Howard, and each of them acting alone, his true and lawful attorney-in-fact, with full power of substitution, for him in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any related Registration Statements filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting into said attorney-in-fact and agent, full power and 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 s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Fredric N. Eshelman Chief Executive Officer and April 7, 1997 - --------------------------------------- Director (Principal Executive Fredric N. Eshelman, Officer) Pharm.D. /s/ Rudy C. Howard Chief Financial Officer, Vice April 7, 1997 - --------------------------------------- President Finance, Secretary Rudy C. Howard and Treasurer (Principal Financial Officer) /s/ Linda Baddour Director of Finance (Principal April 7, 1997 - --------------------------------------- Accounting Officer) Linda Baddour /s/ Ernest Mario, Ph.D. Chairman of the Board of April 7, 1997 - --------------------------------------- Directors Ernest Mario, Ph.D. /s/ Stuart Bondurant, M.D. Director April 4, 1997 - --------------------------------------- Stuart Bondurant, M.D. /s/ Kirby L. Cramer Director April 4, 1997 - --------------------------------------- Kirby L. Cramer
II-4 10
/s/ Thomas D'Alonzo Director April 7, 1997 - --------------------------------------- Thomas D'Alonzo Director April __, 1997 - --------------------------------------- Frederick Frank /s/ Frank E. Loy Director April 4, 1997 - --------------------------------------- Frank E. Loy Director April __, 1997 - --------------------------------------- John A. McNeill, Jr.
II-5 EX-4.1 2 REGISTRATION RIGHTS AGREEMENT 3/1/97 PPD/BELMONT 1 EXHIBIT 4.1 BELMONT REGISTRATION RIGHTS AGREEMENT THIS BELMONT REGISTRATION RIGHTS AGREEMENT ("Agreement") is made and entered into as of this 1st day of March, 1997 by and among PHARMACEUTICAL PRODUCT DEVELOPMENT, INC., a North Carolina corporation (the "Company"), and CHANNING H. RUSSELL, PAUL CASTLEMAN and JEREMY POOL (collectively, the "Holders"). RECITALS: WHEREAS, the Holders own shares of Registrable Stock (as defined below); and WHEREAS, the Company and the Holders have agreed to enter into this Agreement in order to set out certain rights of the Holders with respect to the registration of Registrable Stock under the 1933 Act (as defined below). NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises and undertakings herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Definitions and References. For purposes of this Agreement and in addition to the definitions set forth above and elsewhere herein, the following definitions shall apply: "1933 Act" means the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "Affiliate" of a Holder means a person who controls, is controlled by or is under common control with such Holder, or the spouse or children (or a trust exclusively for the benefit of a spouse and/or children) of such Holder, or, in the case of a Holder which is a partnership, its partners. "Agreement" means this Registration Rights Agreement, dated as of March 1, 1997, among the Company and the Holders, and all amendments hereto made in accordance with the provisions of Section 17. "Commission" means the United States Securities and Exchange Commission and any successor agency. "Common Stock" means the Common Stock, par value $0.10 per share, of the Company, as constituted as of the date of this Agreement, and as the same may be adjusted from time to 2 time for stock splits, stock dividends and other similar events. "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any similar federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. "First Year" means the twelve-month period ending on the first anniversary date of this Agreement. "Holders" has the meaning specified in the preamble to this Agreement. "Merger" means the merger of Belmont Research, Inc., a Massachusetts corporation, with and into Subsidiary No. 1, a North Carolina corporation and wholly-owned subsidiary of the Company, pursuant to an Agreement and Plan of Reorganization dated February 11, 1997. "Register," "registered" and "registration" refers to a registration effected by preparing and filing a registration statement or similar document on Form S-3 (or any successor form thereto) in compliance with the 1933 Act and the declaration or ordering of effectiveness of such registration statement or document. "Registrable Stock" means the aggregate of 310,000 shares of Common Stock owned by the Holders as of the date hereof and any shares of Common Stock issued or issuable with respect to any such shares of Registrable Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise. As to any particular shares of Registrable Stock that have been issued, such securities shall cease to be Registrable Stock when (a) a registration statement with respect to the sale of such securities shall have become effective under the 1933 Act and such securities shall have been disposed of under such registration statement, (b) they shall have been distributed to the public pursuant to Rule 144, (c) the Holder of such shares is able to dispose of all of the shares then held by such Holder pursuant to Rule 144(k), (d) they shall have been otherwise transferred or disposed of, and new certificates therefor not bearing a legend required by Section 2 restricting further transfer shall have been delivered by the Company, and subsequent transfer or disposition of such securities shall not require their registration or qualification under the 1933 Act or any similar state law then in force or qualification under the 1933 Act or any similar state law then in force, or (e) they shall have ceased to be outstanding. 2 3 "Rule 144" means Rule 144 (or any successor provision) under the 1933 Act. "Second Year" means the twelve-month period ending on the second anniversary date of this Agreement. 2. Restrictive Legend. Each certificate representing Registrable Stock shall, except as otherwise provided in this Section 2 or in Section 3, be stamped or otherwise imprinted with a legend substantially in the following form: "THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING SUCH SHARES, COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, SUCH AS RULE 144 PROMULGATED UNDER THE SECURITIES ACT, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." A certificate shall not bear such legend if in the opinion of counsel satisfactory to the Company the securities being sold thereby may be publicly sold without registration under the Securities Act. For purposes of Sections 2 and 3 hereof, O'Connor, Broude & Aronson shall be deemed to be counsel satisfactory to the Company. 3. Notice of Proposed Transfer. Prior to any proposed transfer of any Registrable Stock, the Holder thereof shall give written notice to the Company of its intention to effect such transfer. Each such notice shall describe the manner of the proposed transfer and, if requested by the Company in writing, shall be accompanied by an opinion of counsel satisfactory to the Company to the effect that the proposed transfer may be effected without registration under the 1933 Act, whereupon the Holder of such Registrable Stock shall be entitled to transfer such Registrable Stock in accordance with the terms of its notice. Each certificate for Registrable Stock transferred as above provided shall bear the legend set forth in Section 2, except that such certificate shall not bear such legend if (i) such transfer is in accordance with the provisions of Rule 144 (or any other rule permitting public sale without registration under the 1933 Act) or (ii) the opinion of counsel referred to above is to the further effect that the transferee and any subsequent transferee (other than an Affiliate of the Company) would be entitled to transfer such securities in a public sale without registration under the Securities Act. The restrictions provided for in this Section 3 3 4 shall not apply to securities which are not required to bear the legend prescribed by Section 2 in accordance with the provisions of that Section. 4. Registration on Form S-3. The Holders shall be entitled to request the Company to file not more than two (2) registration statements on Form S-3 (or any successor form thereto), subject to and upon all of the following terms and conditions: a. Any request to file a registration statement on Form S-3 shall be made to the Company in writing and signed by all of the Holders. Any shares of Registrable Stock covered by a registration statement filed on Form S-3 shall be allocated among the Holders as they agree. b. One request to file a registration statement on Form S-3 may be made during the First Year and may include a request to register up to 160,000 shares of Registrable Stock. The Company shall use its best efforts to keep the registration statement filed during the First Year effective for a period of sixty (60) days from the later of: (i) the date on which the registration statement is first declared effective by the Commission, or (ii) the date the Holders may sell shares of Registrable Stock without violating applicable securities laws and regulations and without violating accounting principles which permit the Company to account for the Merger as a "pooling of interests". c. One request to file a registration statement on Form S-3 may be made during the Second Year and may include a request to register up to 150,000 shares of Registrable Stock. The Company shall use its best efforts to keep the registration statement filed during the Second Year effective for a period of sixty (60) days from the date on which the registration statement is first declared effective by the Commission. d. The Company agrees to use its best efforts to cause the filing of a registration statement on Form S-3 within thirty (30) days after receipt by the Company of a request pursuant to this Section 4; provided, however, that the Company shall not be required to request an acceleration of the effectiveness of a registration statement on Form S-3 during the First Year prior to the date when the Holders may sell shares of Registrable Stock without violating applicable securities laws and regulations and without violating accounting principles which permit the Company to account for the Merger as a "poooling of interests". e. The Company shall not be required to effect a registration statement pursuant to this Section 4 during the period starting with the date of filing by the Company of, and ending on a date ninety (90) days following the effective date of, a 4 5 registration statement pertaining to a public offering of securities for the account of the Company; provided that the Company in good faith shall use all reasonable efforts to cause such registration statement to become effective as soon as possible. f. With respect to any request to file a registration statement on Form S-3 which is made pursuant to this Section 4 and which is made more than sixty (60) days after the closing of the Merger, if the Company shall furnish to the Holders a certificate signed by the chief executive officer or president of the Company stating that, in the good faith opinion of the board of directors of the Company, the filing of any registration statement pursuant to this Section 4 would interfere with any material transaction then being pursued by the Company, then the Company's obligation to use its best efforts to file such registration statement shall be deferred for a reasonable period solely so as not to interfere with such material transaction, but in any event not to exceed ninety (90) days. g. The Company shall not be obligated to effect and pay for more than a total of two (2) registrations pursuant to this Section 4; provided that a registration requested pursuant to Section 4 shall not be deemed to have been effected unless (i) it has been declared effective by the Commission, (ii) it has remained effective for the period set forth in Section 5.a., and (iii) the offering of Registrable Stock pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the Commission (other than any such stop order, injunction, or other requirement of the Commission prompted by any act or omission of Holders of Registrable Stock). h. The Company shall use its best efforts to maintain its eligibility to file a registration statement on Form S-3. If the Company becomes ineligible to file a registration statement on Form S-3, the Company shall be required to fulfill its registration obligations under this Agreement using a registration statement on Form S-1. i. The Holders will give to the Company written notice, together with delivery of the Stock Sale Agreement and related documents attached hereto as Exhibit A, prior to selling or disposing of any shares of Registrable Stock during the effective period of any registration statement filed on Form S-3 pursuant to this Section 4. j. The Holders agree that they will not directly or indirectly purchase, sell or otherwise deal in the securities of the Company in any instance in which they are in possession of material, nonpublic information regarding the Company or its business or in any instance which would result in the Company not being able to account for the Merger as a pooling of interests 5 6 under applicable accounting principles. 5. Obligations of the Company. Whenever required under Section 4 to use its best efforts to effect the registration of any Registrable Stock, the Company shall as expeditiously as possible: a. Prepare and file with the Commission a registration statement with respect to such Registrable Stock and cause such registration statement to become and remain effective until the earlier of the sale of all Registrable Stock covered thereby or sixty (60) days after the effective date thereof; b. Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Stock covered by such registration statement; c. Promptly notify the Holders of the effectiveness of the registration statement as soon as it is declared effective by the Commission and furnish to Holders such numbers of copies of the registration statement and the prospectus included therein (including each preliminary prospectus and any amendments or supplements thereto in conformity with the requirements of the 1933 Act) and such other documents and information as they may reasonably request; d. Register or qualify the Registrable Stock covered by such registration statement under such other securities or blue sky laws of such jurisdiction within the United States and Puerto Rico as shall be reasonably appropriate for the distribution of the Registrable Stock covered by the registration statement; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business in or to file a general consent to service of process in any jurisdiction wherein it would not but for the requirements of this paragraph (d) be obligated to do so; and provided, further, that the Company shall not be required to qualify such Registrable Stock in any jurisdiction in which the securities regulatory authority requires that any Holder submit any shares of its Registrable Stock to the terms, provisions and restrictions of any escrow, lockup or similar agreement(s) for consent to sell Registrable Stock in such jurisdiction unless such Holder agrees to do so; e. Promptly notify each Holder for whom such Registrable Stock is covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the 1933 Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or 6 7 omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and, if all the Registrable Stock covered by such registration statement has not been sold, promptly prepare and file with the Commission any required amendments to such registration statement and furnish to such Holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made; and f. Use its best efforts to comply with all applicable rules and regulations of the Commission. 6. Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement that the Holders shall furnish to the Company such information regarding themselves, the Registrable Stock held by them, and the intended method of disposition of such securities as the Company shall reasonably request and as shall be required in connection with the action to be taken by the Company. 7. Expenses of Registration. All expenses incurred in connection with each registration pursuant to Section 4 of this Agreement, excluding brokers' commissions, shall be paid by the Company. The Holders shall bear and pay the brokers' commissions applicable to securities offered for their account in connection with any registrations, filings and qualifications made pursuant to this Agreement. 8. Representations of the Company. As of the date of this Agreement: a. The Company meets all requirements for filing a registration statement on Form S-3 under the rules and regulations of the 1933 Act. b. The Company has no present plan to file a registration statement covering any of its securities prior to July 1, 1997. 9. Indemnification. In the event any Registrable Stock is included in a registration statement under this Agreement: a. The Company shall indemnify and hold harmless each Holder, each person who participates in the offering of such Registrable Stock, including underwriters (as defined in the 1933 Act), and each person, if any, who controls such Holder or participating person within the meaning of the 1933 Act, against 7 8 any losses, claims, damages or liabilities, joint or several, to which they may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based on any untrue or alleged untrue statement of any material fact contained in such registration statement on the effective date thereof (including any prospectus filed under Rule 424 under the 1933 Act or any amendments or supplements thereto) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and shall reimburse each such Holder, such participating person or controlling person for any legal or other expenses reasonably incurred by them (but not in excess of expenses incurred in respect of one counsel for all of them unless there is an actual conflict of interest between any indemnified parties, which indemnified parties may be represented by separate counsel) in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 8.a. shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld); provided, further, that the Company shall not be liable to any Holder, participating person or controlling person in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in connection with such registration statement, preliminary prospectus, final prospectus or amendments or supplements thereto, in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, participating person or controlling person. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any such Holder, participating person or controlling person, and shall survive the transfer of such securities by such Holder. b. Each Holder requesting or joining in a registration, severally and not jointly, shall indemnify and hold harmless the Company, each of its directors and officers, each person, if any, who controls the Company within the meaning of the 1933 Act, and each agent and any underwriter for the Company (within the meaning of the 1933 Act) against any losses, claims, damages or liabilities, joint or several, to which the Company or any such director, officer, controlling person, agent or underwriter may become subject, under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in such registration statement on the effective date thereof (including any prospectus filed under Rule 424 under the 8 9 1933 Act or any amendments or supplements thereto) or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in such registration statement, preliminary or final prospectus, or amendments or supplements thereto, in reliance upon and in conformity with written information furnished by or on behalf of such Holder expressly for use in connection with such registration; and each such Holder shall reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, agent or underwriter (but not in excess of expenses incurred in respect of one counsel for all of them unless there is an actual conflict of interest between any indemnified parties, which indemnified parties may be represented by separate counsel) in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 8.b. shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Holder (which consent shall not be unreasonably withheld), and provided, further, that the liability of each Holder hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the net proceeds from the sale of the shares sold by such Holder under such registration statement bears to the total net proceeds from the sale of all securities sold thereunder, but not in any event to exceed the net proceeds received by such Holder form the sale of Registrable Stock covered by such registration statement. c. Promptly after receipt by an indemnified party under this Section of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against any indemnifying party under this Section, notify the indemnifying party in writing of the commencement thereof and the indemnifying party shall have the right to participate in and assume the defense thereof with counsel selected by the indemnifying party and reasonably satisfactory to the indemnified party; provided, however, that an indemnified party shall have the right to retain its own counsel, with all fees and expenses thereof to be paid by such indemnified party, and to be apprised of all progress in any proceeding the defense of which has been assumed by the indemnifying party. The failure to notify an indemnifying party promptly of the commencement of any such action, if and to the extent prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section, but the omission so to notify the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section. 9 10 d. To the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified party in connection with the actions which resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of the losses, claims, damages or liabilities referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 8.d. were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. 10. Limitation on Registration Rights. Notwithstanding any other provisions of this Agreement to the contrary, the Company shall not be required to register any Registrable Stock under this Agreement with respect to any request or requests made by any Holder after February 28, 1999. 11. Successors and Assigns. Except as otherwise expressly provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto. Except as expressly provided in this Agreement, nothing in this Agreement, express or implied, is intended to confer upon any person other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement. 12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina. 10 11 13. Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, including but not limited to any breach, or as to its existence, validity, interpretation, performance or non-performance, breach or damages, including claims in tort, shall be decided by a single neutral arbitrator, at a location agreed upon in writing, in binding arbitration pursuant to the commercial Arbitration Rules of the American Arbitration Association then in effect. The parties to any such arbitration shall be limited to the parties to this Agreement or any successor thereof. The arbitration shall be conducted in accordance with the procedural laws of the United States Federal Arbitration Act, as amended. The written decision of the arbitrator shall be final and binding, and may be entered and enforced in any court of competent jurisdiction and each party specifically acknowledges and agrees to waive any right to a jury trial in any such forum. Each party to the arbitration shall pay its fees and expenses, unless otherwise determined by the arbitrator. 14. Counterparts. 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. 15. Titles. The titles of the Sections of this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. 16. Notices. Any notice required or permitted under this Agreement shall be in writing and shall be delivered in person or mailed by certified or registered mail, return receipt requested, directed to (a) the Company at the address set forth below its signature hereof or (b) to a Holder at the address therefor as set forth in the Company's records or, in any such case, at such other address or addresses as shall have been furnished in writing by such party to the others. The giving of any notice required hereunder may be waived in writing by the parties hereto. Every notice or other communication hereunder shall be deemed to have been duly given or served on the date on which personally delivered, or on the date actually received, if sent by mail or telex, with receipt acknowledged. 17. Amendments and Waivers. Any provision of this Agreement may be amended and the observance of any provision of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Holders of at least a majority of the Registrable Stock then outstanding. Any amendment or waiver effected in accordance with this Section 17 shall be binding upon each Holder of any securities subject to this Agreement at the time outstanding (including securities into which such securities are convertible), each future Holder and all such 11 12 securities, and the Company. 18. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provisions shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provisions were so excluded and shall be enforceable in accordance with its terms. 19. Entire Agreement. All prior agreements of the parties concerning the subject matter of this Agreement are expressly superseded by this Agreement. This Agreement and the Second Amendment to Registration Rights Agreement, dated March 1, 1997, by and among the Company and the persons listed on Schedules 1 and 2 thereof, contains the entire Agreement of the parties concerning the subject matter hereof. Any oral representations or modifications of this Agreement shall be of no effect. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. BY: _______________________________ [CORPORATE SEAL] Name: _________________________ Title: ________________________ ATTEST: 3151 S. 17th Street Extension _________________________ Wilmington, NC 28412 ______________ Secretary _____________________________(SEAL) Channing H. Russell _____________________________(SEAL) Paul Castleman _____________________________(SEAL) Jeremy Pool 12 EX-5.1 3 OPINION OF WYRICK ROBBINS YATES & PONTON LLP 1 Exhibit 5.1 April 8, 1997 Pharmaceutical Product Development, Inc. 3151 17th Street Extension Wilmington, North Carolina 28412 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have examined the Registration Statement on Form S-3 to be filed by Pharmaceutical Product Development, Inc., a North Carolina corporation (the "Company"), with the Securities and Exchange Commission on or about April 8, 1997 (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of 160,000 shares of the Company's Common Stock, $.10 par value per share (the "Shares"), as described in the Registration Statement. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the original of all documents submitted to us as copies thereof. As your legal counsel, we have examined the proceedings taken, and are familiar with the proceedings proposed to be taken, in connection with the sale and issuance of the Shares. It is our opinion that, upon completion of the proceedings being taken or contemplated by us, as your counsel, to be taken prior to the issuance of the Shares, including the proceedings being taken in order to permit such transaction to be carried out in accordance with applicable state securities laws, the Shares when issued and sold in the manner referred to in the Registration Statement, will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including the Prospectus constituting a part thereof, and any amendments thereto. Very truly yours, /s/ Wyrick Robbins Yates & Ponton L.L.P. EX-23.1 4 CONSENT OF COOPERS & LYBRAND LLP 1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Pharmaceutical Product Development, Inc. on Form S-3 of our reports (a) dated February 11, 1997, on our audit of the consolidated financial statements of Pharmaceutical Product Development, Inc. and its subsidiaries as of December 31, 1996 and for the year then ended appearing in the Annual Report on Form 10-K for the year ended December 31, 1996, and (b) dated February 22, 1996, on our audit of the combined balance sheet of Pharmaceutical Product Development, Inc., its affiliates and its consolidated subsidiaries as of December 31, 1995 and the related combined statements of operations, shareholders' equity and cash flows for the two years in the period then ended, prior to their restatement for the 1996 pooling of interests, appearing in the Annual Report on Form 10-K for the year ended December 31, 1995. /s/ Coopers & Lybrand LLP Raleigh, North Carolina April 4, 1997 EX-23.2 5 CONSENT OF RTHUR ANDERSEN LLP 1 Exhibit 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report and to all references to our Firm included in or made a part of this Registration Statement. /s/ Arthur Andersen LLP ------------------------------- Arthur Andersen LLP Washington, D.C. April 4, 1997 -----END PRIVACY-ENHANCED MESSAGE-----