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 (Date of earliest event reported): December 17, 2010
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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(IRS Employer Identification No.)
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1818 Market Street,
Philadelphia, PA
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19103
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code:
215-972-0420
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(Former name or former address if changed since last report.)
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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))
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ITEM 5.02 DEPARTURE OF DIRECTORS OR
CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On December 21, 2010,
eResearchTechnology, Inc. (“ERT”) issued a press release announcing
that the effective date of the previously announced retirement of Michael J.
McKelvey, M.A., Ph.D., its President and CEO, was December 21, 2010 (the
“Retirement Date”). Effective on the Retirement Date,
Dr. McKelvey resigned from his positions as President and Chief Executive
Officer and a director of ERT and each of its subsidiaries. At a meeting on
December 17, 2010, ERT’s board of directors, upon the recommendation
of its Governance and Nominating Committee, elected Joel Morganroth, M.D.,
currently ERT’s Chairman and Chief Scientific Officer, as President and
CEO on an interim basis effective on the Retirement Date, without additional
compensation, pending completion of ERT’s ongoing search for a
replacement for Dr. McKelvey. Dr. Morganroth has served as the Chairman of
ERT’s Board of Directors since 1999, a director since 1997 and as Chief
Scientific Officer since April 2006. He previously served as ERT’s
Chief Executive Officer from 1993 to March 2001, and also has consulted for ERT
since 1977. For additional information about Dr. Morganroth and his
consulting arrangements with ERT, see the disclosure under “Election of
Directors” and “Related Party Transactions” in ERT’s
proxy statement filed with the Securities and Exchange Commission on
March 5, 2010.
ERT and Dr. McKelvey entered into
a Retirement Agreement on December 21, 2010 reflecting the ERT board of
directors’ previously announced determination to provide
Dr. McKelvey with a retirement bonus equal to one year’s base salary
plus a pro-rated bonus for 2010 through and including his Retirement Date,
together with continuation of benefits for a period of one year after the
Retirement Date. In addition, Dr. McKelvey remains entitled, for a period
of three months after the Retirement Date, to exercise any stock options
previously granted to him that are exercisable as of the Retirement Date,
subject to and in accordance with the provisions of ERT’s Amended and
Restated 2003 Equity Incentive Plan, as amended. The Agreement also included a
customary general release by Dr. McKelvey and an acknowledgment by him
that certain restrictive covenants from his employment agreement with ERT dated
June 23, 2006, as amended effective March 17, 2010, survived
termination of employment.
A copy of the press release is filed
herewith as Exhibit 99.1 and incorporated by reference herein.
ITEM 9.01 FINANCIAL STATEMENTS AND
EXHIBITS
Exhibit 99.1 Press release dated
December 21, 2010 of eResearchTechnology, Inc.
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