Delaware
|
22-3264604 | |
(State of Incorporation) | (I.R.S. Employer Identification No.) | |
30 South 17th Street Philadelphia, PA | 19103 | |
(Address of Principal Executive Offices) | (Zip Code) |
Title of Class
|
Name of Each Exchange on Which
Registered
|
|
Common Stock, $.01 par value | The Nasdaq Stock Market LLC |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o |
Class
|
Outstanding at February 27,
2007
|
|
Common Stock, $.01 par value per share | 50,229,832 shares |
ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
1. | The consolidated financial statements of eResearchTechnology, Inc. (the Company) filed as a part of this Form 10-K are listed on the attached Index to Consolidated Financial Statements and Financial Statement Schedule at F-1. | |
2. | The financial statement schedule of the Company filed as a part of this Form 10-K is listed in the attached Index to Consolidated Financial Statements and Financial Statement Schedule at F-1. | |
3. | Exhibits. |
3 | .1 | Restated Certificate of Incorporation, as amended.(9) | ||
3 | .2 | Bylaws.(1) | ||
3 | .3 | Amendment to Bylaws.(2) | ||
3 | .4 | Certificate of Merger between the Company and eRT Operating Company.(6) | ||
4 | .1 | Form of Stock Certificate.(6) | ||
10 | .1 | Registration Rights Agreement dated August 27, 1999.(3) | ||
10 | .3 | 2003 Stock Option Plan, as amended.(13)* | ||
10 | .7 | 1996 Stock Option Plan, as amended.(6)* | ||
10 | .9 | 2005 Bonus Plan.(10)* | ||
10 | .10 | 2005 Amended Bonus Plan.(11)* | ||
10 | .11 | 2006 Bonus Plan.(12)* | ||
10 | .23 | Sublease Agreement between the Company and Raytheon Engineers & Constructors, Inc.(2) | ||
10 | .25 | Amendment to the Sublease Agreement between the Company and 17th Ludlow Property, L.L.C.(7) | ||
10 | .26 | Amendment to the Sublease Agreement between the Company and 17th Ludlow Property, L.L.C.(8) | ||
10 | .30 | Promissory Note to Wachovia Bank, National Association.(14) | ||
10 | .31 | Loan Agreement with Wachovia Bank, National Association.(14) | ||
10 | .40 | Management Employment Agreement effective February 7, 2006 between Joseph Esposito and the Company.(12)* |
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10 | .41 | Amendment to Management Employment Agreement effective August 16, 2004 between Dr. Joel Morganroth and the Company.(9)* | ||
10 | .42 | Amendment to Management Consulting Agreement effective January 1, 2005 between Dr. Joel Morganroth and the Company.(10)* | ||
10 | .44 | Management Employment Agreement effective August 20, 2004 between Dr. Jeffrey Litwin and the Company.(9)* | ||
10 | .45 | Management Employment Agreement effective August 20, 2004 between Vincent Renz and the Company.(9)* | ||
10 | .46 | Management Employment Agreement effective August 20, 2004 between Scott Grisanti and the Company.(9)* | ||
10 | .47 | Amendment to Management Consulting Agreement effective January 1, 2006 between Dr. Joel Morganroth and the Company.(12)* | ||
10 | .48 | Management Employment Agreement effective June 23, 2006 between Michael J. McKelvey and the Company.(13)* | ||
10 | .49 | Management Employment Agreement effective May 17, 2006 between Richard A. Baron and the Company.(13)* | ||
10 | .50 | Amendment to Management Employment Agreement effective June 12, 2006 between Richard A. Baron and the Company.(13)* | ||
10 | .52 | Lease Agreement dated August 18, 2000 between Advance/GLD 2 L.L.C. and the Company.(4) | ||
10 | .54 | Lease Agreement dated September 28, 2004 between Royal and Sun Alliance Insurance PLC and the Companys subsidiary, eResearchTechnology Limited.(10) | ||
10 | .56 | Management Employment Agreement effective May 21, 2001 between Dr. Joel Morganroth and the Company.(5)* | ||
10 | .57 | Management Consulting Agreement effective May 21, 2001 between Dr. Joel Morganroth and the Company.(5)* | ||
10 | .59 | Attornment Agreement between 17th Ludlow Property, L.L.C. and the Company.(6) | ||
21 | .1 | Subsidiaries of the Registrant.(15) | ||
23 | .1 | Consent of KPMG LLP.(15) | ||
31 | .1 | Certification of Chief Executive Officer.(15) | ||
31 | .2 | Certification of Chief Financial Officer.(15) | ||
31 | .3 | Certification of Chief Executive Officer. | ||
31 | .4 | Certification of Chief Financial Officer. | ||
32 | .1 | Statement of Chief Executive Officer Pursuant to Section 1350 of Title 18 of the United States Code. | ||
32 | .2 | Statement of Chief Financial Officer Pursuant to Section 1350 of Title 18 of the United States Code. |
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* | Management contract or compensatory plan or arrangement. | |
(1) | Incorporated by reference to the exhibit with the same number, filed in connection with the Companys Registration Statement on Form S-1, File No. 333-17001, declared effective by the Securities and Exchange Commission on February 3, 1997. | |
(2) | Incorporated by reference to the exhibit with the same number, filed in connection with the Companys Form 10-K on March 31, 1999. | |
(3) | Incorporated by reference to the exhibit with the same number, filed in connection with the Companys Form 8-K on September 9, 1999. | |
(4) | Incorporated by reference to the exhibit with the same number, filed in connection with the Companys Form 10-Q on November 13, 2000. | |
(5) | Incorporated by reference to the exhibit with the same number, filed in connection with the Companys Form 10-Q on August 10, 2001. | |
(6) | Incorporated by reference to the exhibit with the same number, filed in connection with the Companys Form 10-K on March 12, 2002. | |
(7) | Incorporated by reference to the exhibit with the same number, filed in connection with the Companys Form 10-Q on November 7, 2003. | |
(8) | Incorporated by reference to the exhibit with the same number, filed in connection with the Companys Form 10-Q on May 3, 2004. | |
(9) | Incorporated by reference to the exhibit with the same number, filed in connection with the Companys Form 10-Q on November 4, 2004. | |
(10) | Incorporated by reference to the exhibit with the same number, filed in connection with the Companys Form 10-K on March 11, 2005. | |
(11) | Incorporated by reference to the exhibit with the same number, filed in connection with the Companys Form 10-Q on November 3, 2005. | |
(12) | Incorporated by reference to the exhibit with the same number, filed in connection with the Companys Form 10-K on March 10, 2006. | |
(13) | Incorporated by reference to the exhibit with the same number, filed in connection with the Companys Form 10-Q on August 4, 2006. | |
(14) | Incorporated by reference to the exhibit with the same number, filed in connection with the Companys Form 10-Q on November 9, 2006. |
(15) | Incorporated by reference to the exhibit with the same number, filed in connection with the Companys Form 10-K on March 9, 2007. |
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By: |
Michael J.
McKelvey
|
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