- Post-Effective Amendment to an S-8 filing (S-8 POS)
04 7월 2012 - 4:49AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ERESEARCHTECHNOLOGY, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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1818 Market Street
Philadelphia, PA 19103
(215) 972-0420
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22-3264604
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Address of Principal Executive Offices)
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(I.R.S. Employer
Identification Number)
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eResearchTechnology, Inc. 1996 Stock Option Plan
(Full Title of the Plan)
Keith D. Schneck
Executive Vice President and
Chief Financial Officer
eResearchTechnology, Inc.
1818 Market Street
Philadelphia, PA 19103
(Name and Address of agent for service)
(215) 972-0420
(Telephone Number, including Area Code, of agent for service)
Copy To:
Scott R. Haber, Esq.
Latham & Watkins LLP
505 Montgomery Street, Suite 2000
San Francisco, California 94111
(415) 391-0600
DEREGISTRATION OF COMMON STOCK
On May 2, 1997, the Registrant filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-8,
Registration No. 333-26471 (the Registration Statement), for the sale of 500,000 shares of the common stock (the Common Stock), par value $0.01 per share, of the Registrant under the eResearchTechnology, Inc. (formerly
Premier Research Worldwide, Ltd.) 1996 Stock Option Plan (the Plan).
On July 3, 2012, pursuant to the terms of the Agreement
and Plan of Merger (the Merger Agreement), dated as of April 9, 2012, by and among the Registrant, Explorer Holdings, Inc. and Explorer Acquisition Corp., a wholly-owned subsidiary of Explorer Holdings, Inc., Explorer Acquisition
Corp. merged with and into the Registrant, and the Registrant became a wholly-owned subsidiary of Explorer Holdings, Inc. (the Merger). As a result of the Merger, the offering pursuant to the Registration Statement has been terminated.
In accordance with an undertaking made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the Common Stock registered under the Registration Statement that remain unsold at the
termination of the offering, the Registrant hereby removes from registration the Common Stock registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective
Amendment No. 1 to Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Philadelphia, State of Pennsylvania, on the 3rd day of
July, 2012.
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ERESEARCHTECHNOLOGY, INC.
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By:
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/s/ Jeffrey S. Litwin, MD
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Name: Jeffrey S. Litwin, MD
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Title: President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.
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SIGNATURE
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TITLE
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DATE
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/s/ Jeffrey S. Litwin, MD
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President and Chief Executive Officer
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July 3, 2012
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Jeffrey S. Litwin, MD
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(Principal Executive Officer)
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/s/ Keith D. Schneck
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Executive Vice President, Chief Financial
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July 3, 2012
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Keith D. Schneck
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Officer, Treasurer and Secretary
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(Principal Financial and Accounting Officer)
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/s/ Robert J. Weltman
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Director
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July 3, 2012
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Robert J. Weltman
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Eresearch Technology Inc. (MM) (NASDAQ:ERT)
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