-----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, HhODDQNvxHtfWRHmrs3wEEy1MRKBiecDc0GZWz4mN1Jxs5VdhPII47aCzlwrZQ3P 5pYGsl5EnXuxuN65Ob7w8w== 0000950168-99-001805.txt : 19990616 0000950168-99-001805.hdr.sgml : 19990616 ACCESSION NUMBER: 0000950168-99-001805 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990615 EFFECTIVENESS DATE: 19990615 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-8 SEC ACT: SEC FILE NUMBER: 333-80691 FILM NUMBER: 99646691 BUSINESS ADDRESS: STREET 1: 3151 17TH ST EXTENSION CITY: WILMINGTON STATE: NC ZIP: 28401 BUSINESS PHONE: 9102510081 S-8 1 PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 15, 1999 REGISTRATION NO. 333-_______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. --------------- (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NORTH CAROLINA 56-1640186 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) --------------- 3151 South 17th Street Wilmington, North Carolina 28412 (Address of Principal Executive Offices) (Zip Code) --------------- PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. EQUITY COMPENSATION PLAN (Full title of the plans) --------------- Fredric N. Eshelman, Pharm.D Pharmaceutical Product Development, Inc. 3151 South 17th Street Wilmington, North Carolina 28412 (Name and address of agent for service) --------------- (910) 251-0081 (Telephone number, including area code, of agent for service) --------------- COPIES TO: DONALD R. REYNOLDS, ESQ. WYRICK ROBBINS YATES & PONTON LLP 4101 LAKE BOONE TRAIL, SUITE 300 RALEIGH, NORTH CAROLINA 27607 (919) 781-4000 ---------------
CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------------- TITLE OF SECURITIES PROPOSED MAXIMUM PROPOSED MAXIMUM TO AMOUNTS TO OFFERING PRICE AGGREGATE AMOUNT OF BE REGISTERED BE REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------------- Common Stock, par 1,000,000 shares $25.46875(1) $25,468,750 (1) $7,080.31 (1) value $.10 per share - ---------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee pursuant to rule 457(c), based on the average of the high and low prices for the common stock on the NASDAQ National Market System on June 14, 1999. --------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents heretofore filed by Pharmaceutical Product Development, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, filed pursuant to Section 13 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"); (b) The Company's Current Report on Form 8-K dated January 31, 1999, filed pursuant to Section 13 or 15(d) of the Exchange Act; (c) The Company's Proxy Statement dated March 31, 1999, filed pursuant to Section 14 of the Exchange Act, in connection with the Annual Meeting of Shareholders of the Company held on May 12, 1999; (d) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1999, filed pursuant to Section 13 of the Exchange Act; and (e) 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 documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered under this registration statement have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof 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 statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded. Item 4. DESCRIPTION OF SECURITIES. Not applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Sections 55-8-50 through 55-8-58 of the North Carolina Business Corporation Act permit a corporation to indemnify its directors, officers, employees or agents under either or both a statutory or nonstatutory scheme of indemnification. Under the statutory scheme, a corporation may, with certain exceptions, indemnify an individual made, or threatened to be made, a party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal, because such individual is or was a director of the corporation or an individual who, while a director of the corporation, is or was serving at such corporation's request as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against liability incurred in such proceeding if such individual (a) conducted himself in good faith, (b) reasonably believed (i) in the case of conduct in his official capacity with the corporation, that his conduct was in its best interests, and (ii) in all other cases, that his conduct was at least not opposed to its best interests, and (c) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. This indemnity may include the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan) or reasonable expenses incurred with respect to a proceeding. Whether a director has met the requisite standard of conduct for indemnification set forth above is determined by the board of directors, a committee of directors, special legal counsel or the shareholders in accordance with Section 55-8-55 of the North Carolina Business Corporation Act. A corporation may not indemnify a director under the statutory scheme (a) in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation, or (b) in connection with his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him. In addition to, and separate and apart from, the indemnification described above under the statutory scheme, Section 55-8-57 of the North Carolina Business Corporation Act permits a corporation to indemnify or agree to indemnify any one or more of its directors, officers, employees or agents against liability and expenses in any proceeding (including proceedings brought by or on behalf of the corporation) arising out of their status as such or their activities in such capacities, except for any liabilities or expenses incurred on account of activities that were, at the time taken, known or believed by the person to be clearly in conflict with the best interests of the corporation. The Company's Bylaws provide for indemnification to the fullest extent permitted by law. Accordingly, the Company may indemnify its directors, officers and employees in accordance with either the statutory or the nonstatutory standard. Sections 55-8-52 and 55-8-56 of the North Carolina Business Corporation Act require a corporation, unless its articles of incorporation provide otherwise, to indemnify a director or officer who has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which such director or officer was a party. Unless prohibited by the articles of incorporation, a director or officer also may make application and obtain court-ordered indemnification if the court determines that such director or officer is fairly and reasonably entitled to such indemnification as provided in Section 55-8-54 of the North Carolina Business Corporation Act. Section 55-8-57 of the North Carolina Business Corporation Act provides that a corporation may purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the corporation against certain liabilities incurred by such persons, whether or not the corporation is otherwise authorized by the North Carolina Business Corporation Act to indemnify any such party. The Company's directors and officers are covered under directors' and officers' insurance policies maintained by the Company. As permitted by North Carolina law, Article IX of the Company's Articles of Incorporation provides that no director of the Company shall have personal liability arising out of an action by or in the right of the Company or otherwise for monetary damages for breach of any duty as a director, provided that such limitation will not apply to personal liability of a director with respect to (i) acts or omissions that the director at the time of the breach knew or believed were clearly in conflict with the best interests of the Company, (ii) any liability for unlawful distributions under Section 55-8-33 of the North Carolina General Statutes, (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. Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. Item 8. EXHIBITS. The following exhibits are filed as part of this Registration Statement: Exhibit Number Description - -------------- ----------- 5.1 Opinion of Wyrick Robbins Yates & Ponton LLP. 10.8 Pharmaceutical Product Development, Inc. Equity Compensation Plan, as amended through May 12, 1999. 23.1 Consent of PricewaterhouseCoopers LLP. 23.3 Consent of Wyrick Robbins Yates & Ponton LLP (included in Exhibit 5.1). 24.1 Power of Attorney (see page S-1). Item 9. 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 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; (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; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby 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 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. (h) 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 foregoing provisions, 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, 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. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of North Carolina, on June 14, 1999. PHARMACEUTICAL PRODUCT DEVELOPMENT, INC. By: /s/ Frederic N. Eshelman ----------------------------- Fredric N. Eshelman, Pharm.D. 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 or her true and lawful attorneys-in-fact, with full power of substitution, for him or her in any and all capacities, to execute and cause to be filed with the Securities and Exchange Commission any and all amendments and post-effective amendments to this Form S-8, with exhibits thereto and other documents in connection therewith, and hereby ratifies and confirms all that said attorneys-in-fact or his, her or their substitute or substitutes may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Form S-8 has been signed below by the following persons in the capacities and on the date indicated.
Signature Title Date - -------------------------------- ------------------------------------------ ---------------- /s/Fredric N. Eshelman Chief Executive Officer and Vice Chairman June 14, 1999 - -------------------------------- of the Board of Directors Fredric N. Eshelman, Pharm.D. (Principal Executive Officer) /s/Rudy C. Howard Chief Financial Officer, Vice President June 14, 1999 - -------------------------------- Finance, and Treasurer (Principal Financial Rudy C. Howard Officer) /s/Linda Baddour Chief Accounting Officer and Executive June 14, 1999 - -------------------------------- Director, Finance (Principal Accouting Linda Baddour Officer) /s/Ernest Mario Chairman of the Board of Directors June 14, 1999 - -------------------------------- Ernest Mario, Ph.D.
Signature Title Date - --------------------------- --------------------------- -------------- /s/Thomas D'Alonzo Director June 14, 1999 - --------------------------- Thomas D'Alonzo /s/ Stuart Bondurant Director June 14, 1999 - --------------------------- Stuart Bondurant, M.D. /s/Frederick Frank Director June 14, 1999 - --------------------------- Frederick Frank /s/Abraham E. Cohen Director June 14, 1999 - --------------------------- Abraham E. Cohen /s/John A. McNeill, Jr. Director June 14, 1999 - --------------------------- John A. McNeill, Jr. /s/Donald C. Harrison Director June 14, 1999 - --------------------------- Donald C. Harrison, M.D. /s/Paul J. Rizzo Director June 14, 1999 - --------------------------- Paul J. Rizzo EX-5 2 EXHIBIT 5.1 EXHIBIT 5.1 WYRICK ROBBINS YATES & PONTON LLP Attorneys at Law The Summit 4101 Lake Boone Trail, Suite 300 Raleigh, North Carolina 27607-7506 June 14, 1999 Pharmaceutical Product Development, Inc. 3151 South 17th Street Wilmington, North Carolina 28401 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by Pharmaceutical Product Development, Inc., a North Carolina corporation (the "Company"), with the Securities and Exchange Commission on or about the date hereof (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of 1,000,000 shares of the Company's Common Stock, $.10 par value per share (the "Shares"). We understand that the Shares are to issued pursuant to the Company's Equity Compensation Plan. 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, by you 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 securities counsel, to be taken prior to the issuance of the Shares, including the proceedings being taken in order to permit such transactions to be carried out in accordance with applicable state securities laws, the Shares, when issued in the manner referred to in the Registration Statement and in accordance with the resolutions adopted by the Board of Directors of the Company, 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 relating thereto, and any amendments thereto. Very truly yours, WYRICK ROBBINS YATES & PONTON LLP EX-23 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Pharmaceutical Product Development, Inc. of our report dated February 2, 1999, relating to the consolidated financial statements, which appears in the Annual Report on Form 10-K of Pharmaceutical Product Development, Inc. for the year ended December 31, 1998. /s/PricewaterhouseCoopers PricewaterhouseCoopers LLP Raleigh, North Carolina June 14, 1999 -----END PRIVACY-ENHANCED MESSAGE-----