UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: April 26, 2005
(Date of earliest event reported)
eResearchTechnology, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 0-29100 22-3264604
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
30 South 17th Street, Philadelphia, PA 19103
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(Address of principal executive offices) (Zip Code)
215-972-0420
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(Registrant's telephone number, including area code)
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:
Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On April 27, 2005, eResearchTechnology, Inc. issued a press release reporting
its results of operations for the quarter ended March 31, 2005 and providing
financial guidance for the second quarter and fiscal 2005. A copy of that press
release is filed herewith as Exhibit 99.1 and incorporated by reference herein.
Item 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
Following the Annual Meeting of Stockholders on April 26, 2005, the Board of
Directors of eResearchTechnology, Inc. increased the number of directors from
eight to nine and appointed John H. Park, CFA, to fill the vacancy created by
the increase. Although Mr. Park's term of office will not expire until the 2008
Annual Meeting of Stockholders, the Board will submit Mr. Park's Board
appointment to the company's stockholders for their ratification at the 2006
annual meeting and Mr. Park has agreed to resign if the stockholders do not
ratify his appointment. eResearchTechnology, Inc. issued a press release
announcing the appointment of Mr. Park to the Board. A copy of that press
release is filed herewith as Exhibit 99.2 and incorporated by reference herein.
Item 8.01 OTHER EVENTS
On April 26, 2005, the Board of Directors of eResearchTechnology, Inc. consented
to the acquisition by Blum Capital Partners, L.P. or its affiliates of shares of
the company's common stock which would result in Blum becoming an "interested
stockholder" within the meaning of Section 203 of the Delaware General
Corporation Law (the "GCL"). The purpose of the Board's approval was to render
the limitations set forth in Section 203(a) of the GCL inapplicable to Blum
Capital. The approval of the Board was conditioned upon Blum Capital agreeing
that, without the Board's approval, Blum Capital will not acquire beneficial
ownership of 20% or more of the company's outstanding common stock.
eResearchTechnology, Inc. issued a press release announcing this agreement. A
copy of that press release is filed herewith as Exhibit 99.2 and incorporated by
reference herein.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release dated April 27, 2005 of eResearchTechnology,
Inc. entitled "eResearchTechnology Reports First Quarter
Results"
99.2 Press Release dated April 27, 2005 of eResearchTechnology,
Inc. entitled "eResearchTechnology, Inc. Announces Board
Approval to Blum Capital to Acquire up to 20% of its
Common Stock and Appointment of John Park to its Board of
Directors"
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
eResearchTechnology, Inc.
(Registrant)
Date: April 27, 2005 By: /s/ Bruce Johnson
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Bruce Johnson
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Exhibit
99.1 Press Release dated April 27, 2005 of eResearchTechnology, Inc.
entitled "eResearchTechnology Reports First Quarter Results"
99.2 Press Release dated April 27, 2005 of eResearchTechnology, Inc.
entitled "eResearchTechnology, Inc. Announces Board Approval to Blum
Capital to Acquire up to 20% of its Common Stock and Appointment of
John Park to its Board of Directors"