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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
COVALENT GROUP, INC.
(Exact name of registrant as specified in its charter)
Date of Report (Date of earliest event reported): April 29, 2005
Delaware 0-21145 56-1668867
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation Identification No.)
One Glenhardie Corporate Center
1275 Drummers Lane
Suite 100
Wayne, PA 19087
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(Address of principal executive offices/Zip Code)
(610) 975-9533
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Registrant's telephone number, including area code
Not Applicable
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(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] 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 PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On May 2, 2005, Covalent Group, Inc. ("Covalent") issued a press release
announcing the appointment of Christopher F. Meshginpoosh to its Board of
Directors effective April 29, 2005. Mr. Meshginpoosh also became Chairman of
Covalent's Audit Committee.
A copy of Covalent's press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
The information in this Current Report on Form 8-K, including the exhibit
hereto, is being furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
ITEM 8.01 OTHER EVENTS
On April 29, 2005, the Board of Directors unanimously agreed to amend their
compensation for their service to the Company as directors. Accordingly, the
annual cash compensation paid to each non-employee director will decrease from
$50,000 per year to $37,500 per year. The cash compensation will be paid to each
non-employee director monthly as it was previously. The non-employee directors
are not entitled to any additional meeting fees pursuant to the new arrangement.
Under the prior compensation arrangement, non-employee directors were entitled
to receive cash payments for each additional meeting in excess of eight board
meetings during the year. The additional meeting fees ranged from $250 to $1,000
depending upon the length of the meeting.
Non-employee directors will be entitled to be reimbursed for ordinary and
necessary travel related expenses to attend said meetings.
Non-employee directors will also receive a stock option grant to purchase
20,000 shares of Common Stock on an annual basis. Each Committee chairman will
receive an additional stock option grant to purchase 5,000 shares of Common
Stock on an annual basis for their service as a Committee Chairman. Under the
prior compensation arrangement, non-employee directors who were members of the
Audit Committee received an initial grant, upon joining the Board, to purchase
82,500 shares of Common Stock. All other non-employee directors received an
initial option grant to purchase 60,000 shares of Common Stock upon joining the
Board.
Under the prior compensation arrangement, Board of Director stock option
grants vested quarterly whereas under the new compensation arrangement, stock
option grants will vest from one to five years pursuant to the provisions in the
Company's stock based compensation plans.
ITEM 9.01 EXHIBITS
(c) Exhibits.
99.1 - Press release dated May 2, 2005.
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.
COVALENT GROUP, INC.
Date: May 2, 2005 By: /s/ Lawrence R. Hoffman
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Name: Lawrence R. Hoffman
Title: Executive Vice President, General Counsel,
Secretary and Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NUMBER DOCUMENT
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99.1 Covalent Group, Inc. Press release dated May 2, 2005.