UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: February 15, 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Explanatory Note
This Amendment No. 1 to the Companys Current Report on Form 8-K (the Original Filing) that was
originally filed with the Securities and Exchange Commission on February 22, 2007 (the Original
Filing Date) is being filed to amend Item 5.02 thereof to correct certain references to net
income that should have been references to income before income taxes. All items included in
the Original Filing that are not amended by this Form 8-K/A remain in effect as of the Original
Filing Date.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN
OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Executive Compensation
At its meeting on February 15, 2007, the Compensation Committee (the Committee) of the Companys
Board of Directors took the following actions with respect to the 2007 compensation of the
Companys Named Executive Officers:
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2007 |
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2007 Bonus |
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2007 Car |
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Executive Officer |
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Salary |
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Opportunity |
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Allowance |
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Dr. Michael McKelvey,
President and Chief
Executive Officer |
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$ |
370,000 |
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$ |
185,000 |
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$ |
12,000 |
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Richard A. Baron,
Executive Vice
President and Chief
Financial Officer |
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$ |
275,000 |
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$ |
137,500 |
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$ |
9,240 |
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Jeffrey Litwin,
Executive Vice
President and Chief
Medical Officer |
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$ |
260,000 |
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$ |
130.000 |
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$ |
9,240 |
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2007 Bonus Plan
The Committee also approved the 2007 Bonus Plan (the 2007 Plan) on February 15, 2007. The 2007
Plan is effective beginning on January 1, 2007 and will remain effective for fiscal year 2007. The
purpose of the 2007 Plan is to promote the interests of the Company and its stockholders by
providing employees with financial rewards upon achievement of specified business objectives, as
well as help the Company attract and retain employees by providing attractive compensation
opportunities linked to performance results. All Company employees are eligible to participate in
the 2007 Plan, subject in some cases to certain waiting periods and with the exception that certain
sales personnel participate in a separate commission incentive plan instead of the 2007 Plan.
Bonuses payable under the 2007 Plan are determined by the Committee. Bonuses payable to eligible
participants are based on a variety of factors, including both objective and subjective criteria.
The objective criteria consist of targets for revenue, income before income taxes and the revenue
projected to be generated by new contracts into which the Company enters with all but certain
specified customers during the applicable bonus period, regardless of when the revenue is actually
recognized by the Company (the Contract Revenues).
For Dr. McKelvey and Mr. Baron, 20% of the bonus will be based on the extent to which the Company
achieves specified revenue targets, 60% will be based on the extent to which the Company
achieves specified income before income taxes targets and the remaining 20% will be based upon
individual objectives. For Dr. Litwin, 20% of the bonus will be based on the extent to which the
Company achieves specified revenue targets, 35% will be based on the extent to which the Company
achieves specified income before income taxes targets, 25% will be based on the extent to which the
Company achieves specified Contract Revenues targets and the remaining 20% will be based on
individual objectives.
The officers of the Company will be eligible to receive 50% to 150% of the 2007 bonus opportunity
noted in the table above that is allocable to each target category, based on the extent to which
the Company achieves the various specified targets.
Bonuses are payable based on the extent to which annual targets have been achieved, with the
bonuses (if any) normally being paid within sixty (60) days after the end of the calendar year in
which the bonuses were earned. Bonuses normally will be paid in cash in a single lump sum, subject
to payroll taxes and tax withholdings, as applicable.
Notwithstanding the foregoing, the Committee retains the discretion under the 2007 Plan to adjust
the amount of any bonus to be paid, regardless of whether or the extent to which any of the
objective criteria, including revenue, income before income taxes and Contract Revenues targets, are achieved.
Departure of Officer
In connection with recent changes to the Companys Cardiac Safety, Project Management and Logistics
operations and structure, the Company terminated the employment of Vincent Renz, the Companys
Executive Vice President, Client Services and Chief Technology Officer. Mr. Renz responsibilities
are being assumed by Amy Furlong, the Companys Executive Vice President, Cardiac Safety
Operations. Mr. Renz termination was effective on February 20, 2007.