-----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, S3epyKMyiOeSxlkVJCcShX+wANc3xinM3TX7XddGcJUelnbChN4LMBg4S7XPbn6c O3FR8aIanXeVghWkaBcHiQ== 0000893220-08-002135.txt : 20080723 0000893220-08-002135.hdr.sgml : 20080723 20080723171726 ACCESSION NUMBER: 0000893220-08-002135 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080723 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080723 DATE AS OF CHANGE: 20080723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ERESEARCHTECHNOLOGY INC /DE/ CENTRAL INDEX KEY: 0001026650 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 223264604 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29100 FILM NUMBER: 08966406 BUSINESS ADDRESS: STREET 1: 30 SOUTH 17TH STREET CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2159720420 MAIL ADDRESS: STREET 1: 30 SOUTH 17TH STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102 FORMER COMPANY: FORMER CONFORMED NAME: PREMIER RESEARCH WORLDWIDE LTD DATE OF NAME CHANGE: 19961107 8-K 1 w63846e8vk.htm FORM 8-K e8vk
 
 
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: July 23, 2008
(Date of earliest event reported)
eResearchTechnology, Inc.
(Exact name of Registrant as specified in its charter)
         
Delaware   0-29100   22-3264604
         
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)
     
30 South 17th Street, Philadelphia, PA   19103
     
(Address of principal executive offices)   (Zip Code)
215-972-0420
(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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
     On July 23, 2008, eResearchTechnology, Inc. appointed Keith D. Schneck as the Company’s Executive Vice President, Chief Financial Officer and Secretary, effective as of July 28, 2008. In connection with this appointment, the Company entered into an employment agreement with Mr. Schneck. Under the terms of his agreement, Mr. Schneck will receive an annual salary of $290,000, an annual bonus opportunity of $145,000 and 100,000 stock options. The bonus opportunity will be earned pursuant to the Company’s 2008 Bonus Plan, with 20% of the bonus based on the extent to which the Company achieves specified revenue targets, 60% of the bonus based on the extent to which the Company achieves specified net income targets and the remaining 20% based on the extent to which Mr. Schneck achieves individual performance objectives. The stock option award will be issued pursuant to the Company’s Amended and Restated 2003 Equity Incentive Plan, priced at fair market value at the close of business on the date of grant, which will be the date on which Mr. Schneck’s employment commences with the Company, and will have a 7-year life with 4-year vesting in equal annual installments.
     Under the terms of Mr. Schneck’s agreement with the Company, either he or the Company may terminate his employment with or without cause (as defined therein) at any time. In the event that the Company terminates Mr. Schneck’s employment other than for cause, death or disability, the Company is obligated to pay him, in a lump sum, one year in salary and prorated bonus and to continue his benefits (as defined therein) for one year, subject to benefit plan restrictions. In the event of a change of control (as defined in the agreement) of the Company, after which (i) Mr. Schneck is terminated other than for cause, (ii) Mr. Schneck resigns his employment within 60 days after the change of control because neither the Company nor the other party to the change of control (the “Buyer”) offers him a position with comparable responsibilities, authority, location and compensation or (iii) Mr. Schneck remains employed by the Company or the Buyer, or a division or subsidiary thereof, for one year after the date of the change in control, then the Company would be obligated to pay him, in a lump sum, up one year in salary and prorated bonus and to continue his benefits for one year, subject to benefit plan restrictions, and all of his options would become exercisable in full. Mr. Schneck has also agreed to a customary nondisclosure covenant and a covenant that, during his employment and for a period of one year thereafter, Mr. Schneck will neither compete with the Company nor solicit any customer, vendor, supplier or employee to terminate their relationship with the Company.
     Mr. Schneck, 53, served as the Executive Vice President and Chief Financial Officer of Neoware, Inc. from April 2003 until December 2007. From December 2007 until his appointment as the Company’s Executive Vice President, Chief Financial Officer and Secretary, Mr. Schneck worked as a financial and operational consultant for various firms.
     Steven M. Eisenstein, who has served as the Company’s interim Chief Financial Officer and Secretary since June 18, 2008, will continue to serve as Vice President and Controller of the Company after Mr. Schneck joins the Company.

 


 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 Press release dated July 23, 2008 of eResearchTechnology, Inc.
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: July 23, 2008  By:   /s/ Michael J. McKelvey    
    Michael J. McKelvey,   
    President and Chief Executive Officer   
 
EXHIBIT INDEX
     
Exhibit No.   Exhibit
 
99.1
  Press Release dated July 23, 2008 of eResearchTechnology, Inc.

 

EX-99.1 2 w63846exv99w1.htm PRESS RELEASE exv99w1
Exhibit 99.1
eResearchTechnology Names New Chief Financial Officer
PHILADELPHIA, July 23/PRNewswire-FirstCall/ — eResearchTechnology, Inc. (eRT or the Company), (Nasdaq: ERES - News), a leading provider of centralized ECG and eClinical technology, ePRO and other services to the pharmaceutical, biotechnology, medical device and related industries, announced today the appointment of Mr. Keith D. Schneck as Executive Vice President and Chief Financial Officer effective July 28th, 2008.
Mr. Schneck joins eRT with over 30 years of senior financial experience and executive management expertise in high growth companies and public accounting. He was previously Executive Vice President and Chief Financial Officer of Neoware, Inc., a publicly traded company before its acquisition in September 2007 by Hewlett-Packard, and he consulted in a transitional capacity until December 2007. Prior to Neoware, he served as Chief Financial Officer of T-Networks, a venture capital-funded start-up company that provides components to the telecommunications market. Mr. Schneck also has held positions as President and Chief Financial Officer for AM Communications and as Chief Operating Officer and Chief Financial Officer of Integrated Circuit Systems, also a publicly traded company. Mr. Schneck is a CPA with over 10 years of public accounting experience with KPMG LLP. During his career, Mr. Schneck has been responsible for a variety of financial and general management functions, including investor relations, finance, operations, business development, acquisitions and integration of acquired operations. He holds a BS from West Chester University and attended the Advanced Management Program at the Harvard Business School. In his position as Executive Vice President and Chief Financial Officer, Mr. Schneck will be responsible for financial reporting, corporate finance, investor relations and legal affairs for eRT.
“We are excited to have someone of Keith’s expertise and talent join eRT,” said Dr. Michael McKelvey, President and Chief Executive Officer of eRT. “His previous experience as a public company CFO and a Chief Operating Officer will be important as we continue to grow and implement our future strategy.”
“I believe eRT is well positioned with a strong business model and a highly competent management team in an industry with attractive growth opportunities,” commented Mr. Schneck. “I look forward to working with the team as we define and execute strategies that provide unique value to our customers, shareholders and employees.”
About eResearchTechnology, Inc.
Based in Philadelphia, PA, eResearchTechnology, Inc. (http://www.eRT.com) is a provider of technology and services to the pharmaceutical, biotechnology and medical device industries on a global basis. The Company is a market leader in providing centralized core-diagnostic electrocardiographic (ECG) technology and services to evaluate cardiac safety in clinical development. The Company is also a leader in providing technology and services to streamline the clinical trials process by enabling its customers to automate the collection, analysis, and distribution of clinical data in all phases of clinical development.

 


 

Statements included in this release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements, including, but not limited to, 2008 financial guidance, involve a number of risks and uncertainties such as the Company’s ability to obtain new contracts and accurately estimate net revenues due to uncertain regulatory guidance, variability in size, scope and duration of projects, and internal issues at the sponsoring client, integration of acquisitions, competitive factors, technological development, and market demand. As a result, actual results may differ materially from any financial outlooks stated herein. Further information on potential factors that could affect the Company’s financial results can be found in the Company’s Reports on Form 10-K and 10-Q filed with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise.
         
 
  Contact:    
 
  Michael McKelvey   Robert East
 
  eResearchTechnology, Inc.   Westwicke Partners, LLC
 
  215-282-5916   410-321-9652

 

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