Eresearchtechnology Inc /DE/ - Amended Current report filing (8-K/A)
February 11 2008 - 3:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
to
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Date of Report (Date of earliest event
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February 11, 2008
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reported):
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(November 28, 2007)
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eResearchTechnology, Inc.
(Exact Name of Registrant Specified in Charter)
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Delaware
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0-29100
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22-3264604
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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30 South 17
th
Street, Philadelphia, PA
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19103
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone, including area code:
215-972-0420
Not applicable.
(Former Name and Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the Registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE OF
CONTENTS
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Explanatory Note
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2
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Item 9.01. Financial Statements and Exhibits
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2
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Signature
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4
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Exhibit 23.1. Consent of Independent Registered Public
Accounting Firm
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Exhibit 99.1. Financial Statements of Covance Cardiac
Safety Services, Inc. for the Years Ended December 31, 2006
and 2005
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F-2
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Exhibit 99.2. Interim Financial Statements of Covance
Cardiac Safety Services, Inc.
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F-18
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Exhibit 99.3. Unaudited Pro Forma Condensed Combined
Financial Information
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PF-1
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1
Explanatory
Note:
This Amendment No. 1 to Current Report on Form 8-K (this Amendment) is filed to amend the Current
Report on Form 8-K dated December 4, 2007 (the Original Report and, as amended by this Amendment,
this Report), filed by eResearchTechnology, Inc. (the Company or ERT) with the Securities and
Exchange Commission reporting, among other matters, the completion of the Companys acquisition of
the all the outstanding stock of Covance Cardiac Safety Services, Inc. (CCSS). The information
previously reported in the Original Report is hereby incorporated by reference in this Amendment.
This Amendment amends and restates in its entirety Item 9.01 of the Original Report to provide
financial statements and pro forma financial information required by Item 9.01 of Form 8-K with
respect to the Companys acquisition of CCSS in accordance with the requirements of Items
9.01(a)(4) and 9.01(b)(2) of Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(a)
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Financial statements of business acquired.
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The audited balance sheets of Covance Cardiac Safety Services, Inc. as of December 31, 2006
and 2005, and the related audited statements of income, cash flows and stockholders equity for each of the
two years in the period ended December 31, 2006, together with the report of Ernst & Young LLP
dated January 11, 2008 with respect thereto, are attached as Exhibit 99.1 to this Report.
The unaudited balance sheet of Covance Cardiac Safety Services, Inc. as of September 30, 2007,
and the related unaudited statements of operations and cash flows for the nine months ended
September 30, 2007 and 2006, are attached as Exhibit 99.2 to this Report.
(b)
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Pro forma financial information.
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The
unaudited pro forma condensed combined balance sheet of the Company
and its subsidiaries as of September 30,
2007, and the related unaudited pro forma condensed combined
statements of earnings for the year
ended December 31, 2006 and the nine months ended September 30, 2007, are attached as Exhibit 99.3
to this Report.
(c)
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Shell company transactions.
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None.
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(d)
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Exhibits.
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Exhibit
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Exhibit Title
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2.1*
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Share Purchase Agreement dated
November 27, 2007 by and among the Company, Covance Central
Laboratory Services Limited Partnership, Covance Cardiac Safety
Services Inc. and Covance Inc.
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10.1*
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Exclusive Marketing Agreement dated
November 27, 2007 by and between the Company and Covance Inc.
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23.1
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Consent of Independent Registered
Public Accounting FirmErnst & Young LLP.
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99.1
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The audited balance sheets of Covance Cardiac Safety Services,
Inc. as of December 31, 2006 and 2005, and the related audited statements
of income, cash flows and stockholders equity for each of the two
years in the period ended December 31, 2006, together with the
report of Ernst & Young LLP dated January 11, 2008 with respect
thereto.
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2
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Exhibit
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Exhibit Title
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99.2
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The unaudited balance sheet of Covance Cardiac Safety Services,
Inc. as of September 30, 2007, and the related unaudited
statements of operations and cash flows and for the nine months
ended September 30, 2007 and 2006.
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99.3
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The unaudited pro forma condensed combined balance sheet of the
Company and its subsidiaries as of September 30, 2007, and the related unaudited pro
forma condensed combined statements of earnings for the year ended
December 31, 2006 and the nine months ended September 30, 2007.
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*
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Previously filed.
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Confidential treatment has been
granted with respect to certain portions of this exhibit. Omitted portions have been filed
separately with the Securities and Exchange Commission.
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3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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eResearchTechnology, Inc.
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By:
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/s/ Richard A. Baron
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Richard A. Baron
Executive Vice President, Chief Financial Officer and Secretary
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Dated: February 11, 2008
4
EXHIBIT INDEX
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Exhibit
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Exhibit Title
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23.1
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Consent of Independent Registered
Public Accounting Firm Ernst & Young LLP.
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99.1
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The audited balance sheets of Covance Cardiac Safety Services, Inc. as of
December 31, 2006 and 2005, and the related audited statements of income,
cash flows and stockholders equity for each of the two years in the period
ended December 31, 2006, together with the report of Ernst & Young LLP
dated January 11, 2008 with respect thereto.
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99.2
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The unaudited balance sheet of Covance Cardiac Safety Services, Inc. as of
September 30, 2007, and the related unaudited statements of operations and
cash flows for the nine months ended September 30, 2007 and 2006.
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99.3
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The unaudited pro forma condensed combined
balance sheet of the Company
and its subsidiaries as of September 30, 2007, and the related unaudited pro forma
condensed combined statements of earnings for the year ended December 31, 2006 and the
nine months ended September 30, 2007.
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