defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
eResearchTechnology, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its
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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 17, 2007
(Date of earliest event reported)
eResearchTechnology, Inc.
(Exact name of Registrant as specified in its 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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(I.R.S. Employer
Identification No.) |
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30 South
17th
Street, Philadelphia, PA
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19103 |
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(Address of principal executive offices)
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(Zip Code) |
215-972-0420
(Registrants 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 8.01 OTHER EVENTS.
During the time since eResearchTechnology, Inc. (the Company) issued its proxy materials with
respect to the Annual Meeting of Stockholders to be held on April 26, 2007, advisory services have
inquired about the ability of the Company under the 2003 Equity Incentive Plan (the 2003 Plan),
both as it currently exists and as it is proposed to be amended and restated, to buy out stock
options for payment in cash on such terms as the Companys Compensation Committee may establish.
The Company has never intended to have the right to buy out stock options for payment in cash for a
value greater than the excess, if any, of the fair market value of the underlying common stock on
the date of purchase over the exercise price for the purchased option. To clarify the Companys
intent and to make clear that the provision giving the Company the right to buy out options for
cash should not be read to be inconsistent with the 2003 Plan as it is proposed to be amended to
forbid, without stockholder approval, the repricing of outstanding options, the canceling of
outstanding options at a time when the option price exceeds the fair market value of the common
stock (except pursuant to a merger, acquisition, spin-off or similar corporate transaction), and
the taking of any other action that would be treated as a repricing under generally accepted
accounting principles, the Company confirms that (i) it is the Companys policy not to buy out any
option previously granted for cash or other consideration for a price greater than the excess, if
any of the fair market value of the underlying common stock on the date of purchase over the
exercise price for the purchased option, and (ii) this clarification will be added to the 2003
Plan.
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.
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eResearchTechnology, Inc.
(Registrant)
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Date: April 17, 2007 |
By: |
/s/ Richard A. Baron
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Richard A. Baron |
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Executive Vice President and
Chief Financial Officer |
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