-----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, VKolMacTXlrwj5PhpaPLxkvRNM8N9vPbm5118hRp5lNilLkHfch3nSWJ/y9uwm+m /4D/zsmDIQd7Mc9SqqhKxA== 0001217747-08-000047.txt : 20080509 0001217747-08-000047.hdr.sgml : 20080509 20080509161532 ACCESSION NUMBER: 0001217747-08-000047 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080508 FILED AS OF DATE: 20080509 DATE AS OF CHANGE: 20080509 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MORGANROTH JOEL M D CENTRAL INDEX KEY: 0001053449 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29100 FILM NUMBER: 08818632 BUSINESS ADDRESS: STREET 1: 124 SOUTH 15TH STREET CITY: PHILADELPHIA STATE: PA ZIP: 19102 BUSINESS PHONE: 2129720420 MAIL ADDRESS: STREET 1: 1040 STONEY LANE CITY: GLADWYNE STATE: PA ZIP: 19035 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2008-05-08 0001026650 ERESEARCHTECHNOLOGY INC /DE/ ERES 0001053449 MORGANROTH JOEL M D C/O ERESEARCHTECHNOLOGY, INC. 30 SOUTH 17TH STREET PHILADELPHIA PA 19103 1 1 0 0 Chariman&Chief Scientific Off Common Stock, $.01 par value 2008-05-08 4 S 0 150000 15.0357 D 835225 D Common Stock, $.01 par value 1125000 I Three irrevocable trusts for the benefit of Dr. Morganroth's minor children Variable Prepaid Forward Contract Common Stock, $.01 par value 1125000 1 I Three trusts for the benefit of Dr. Morganroth's minor children Option (Right to Buy) 12.00 2015-02-28 Common Stock, $.01 par value 30000 30000 D Option (Right to Buy) 7.41 2014-02-23 Common Stock, $.01 par value 30000 30000 D Option (Right to Buy) 14.70 2013-02-10 Common Stock, $.01 par value 30000 30000 D Option (Right to Buy) 15.46 2012-02-14 Common Stock, $.01 par value 30000 30000 D Option (Right to Buy) 22.09 2014-02-09 Common Stock, $.01 par value 37500 37500 D Option (Right to Buy) 6.29 2013-04-22 Common Stock, $.01 par value 90000 90000 D Option (Right to Buy) 1.69 2011-12-20 Common Stock, $.01 par value 101250 101250 D Option (Right to Buy) .75 2011-05-21 Common Stock, $.01 par value 421875 421875 D Option (Right to Buy) 1.39 2009-12-01 Common Stock, $.01 par value 168750 168750 D Option (Right to Buy) 1.13 2009-02-04 Common Stock, $.01 par value 84375 84375 D The 1,125,000 shares are held in three irrevocable trusts for the benefit of Dr. Morganroth's minor children, of which Dr. Morganroth's spouse serves as trustee and for which Dr. Morganroth disclaims beneficial ownership. On February 9, 2004, three trusts for the benefit of Dr. Morganroth's minor children (see note 4) entered into 10b5-1 plans in the form of variable prepaid forward agreements (the "Agreements") with an unaffiliated securities brokerage firm for an aggregate of 1,125,000 shares of the Company's common stock. The brokerage firm sold an aggregate of 1,125,000 shares of the Company's common stock into the public market in accordance with paragraphs (f) and (g) of Rule 144 under the Securities Act of 1933, as amended. Pursuant to the Agreements, the trusts have agreed to sell the shares for the notional amount of $22.2672 per share, subject to adjustment as described in note 4 below. The trusts have received aggregate upfront cash payments of $21,042,504. Under the Agreements, on February 12, 2009 (the "Settlement Date"), the trusts will be obligated to deliver an aggregate number of shares to the brokerage firm based on the closing price of the common stock on the third business day preceding the Settlement Date (the "Settlement Price"), as follows: (a) if the Settlement Price is less than or equal to $22.2672 (the "Lower Limit"), a delivery of 1,125,000 shares; (b) if the Settlement Price is greater than the Lower Limit but less than $31.1741 (the "Upper Limit"), a delivery of a fraction of the 1,125,000 shares, the numerator of which will be the Lower Limit and the denominator of which will be the Settlement Price; and (c) if the Settlement Price is equal to or greater than the Upper Limit, a delivery of a fraction of the 1,125,000 shares, the numerator of which will be the sum of the Lower Limit plus the excess, if any, of the Settlement Price over the Upper Limit, and the denominator of w hich will be the Settlement Price. The shares are held by three trusts for the benefit of Dr. Morganroth's minor children, of which Dr. Morganroth's spouse serves as trustee. Dr. Morganroth disclaims beneficial ownership of these shares. Options become exercisable in four equal annual installments beginning one year after date of grant and are fully exercisable three years prior to expiration. 25% of the total options granted became exercisable one year after date of grant. The remaining 75% became exercisable in December 2005. Options become exercisable in four equal annual installments beginning one year after date of grant and are fully exercisable six years prior to expiration. Options become exercisable in five equal annual installments beginning one year after date of grant and are fully exercisable five years prior to expiration. Joel Morganroth 2008-05-09 -----END PRIVACY-ENHANCED MESSAGE-----