Item 1.01 Entry into a Material Definitive Agreement.
On December 22, 2008, ReSearch Pharmaceutical Services Netherlands B.V. ("RPS
Dutch BV"), a wholly-owned Netherlands-based subsidiary of ReSearch
Pharmaceutical Services, Inc. ("RPS") entered into and consummated a definitive
stock purchase agreement to purchase all of the issued and outstanding shares of
IMEREM Institute for Medical Research Management and Biometrics - Institut für
medizinisches Forschungsmanagement und Biometrie - Ein unabhaengiges
Forschungsunternehmen GmbH, a Germany-based clinical research organization
("Imerem") from the shareholder of Imerem. In addition, RPS Spain S.L. ("RPS
Spain"), a wholly-owned Spain-based subsidiary of RPS entered into and
consummated a definitive stock purchase agreement on December 22, 2008 to
purchase all of the issued and outstanding shares of Infociencia, S.L., a
Spain-based clinical research organization ("Infociencia") from Infociencia's
shareholders.
RPS Dutch BV paid cash consideration of €2.3 million ($3.2 million at the
December 22, 2008 exchange rate) and issued RPS Common Stock, par value $0.0001
(the "Shares"), having an aggregate value of $2,275,000 to the shareholder of
Imerem. RPS Spain paid cash consideration of €2.5 million ($3.4 million at the
December 22, 2008 exchange rate) and issued Shares having an aggregate value of
$2,450,000 to the shareholders of Infociencia.
In each stock purchase agreement, the parties agreed to customary
representations, warranties and covenants. In addition, the parties agreed,
subject to certain limitations, to indemnify each other for breaches of its
respective representations, warranties and covenants. RPS is the guarantor of
the obligations of RPS Dutch BV and RPS Spain under each of the stock purchase
agreements, which survives termination of the stock purchase agreements.
The foregoing description of each stock purchase agreement is qualified in its
entirety by reference to the full text of the stock purchase agreements,
attached hereto as Exhibits 99.2 and 99.3.
Item 2.02 Completion of Acquisition or Disposition of Assets.
Item 1.01 of this Form 8-K contains a more detailed description of the
consummation of the purchase of the issued and outstanding shares of Imerem and
Infociencia, and is incorporated into this Item 2.02 by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
Item 1.01 of this Form 8-K contains a more detailed description of the guaranty
obligations of RPS, and is incorporated into this Item 2.03 by reference.
Item 3.02 Unregistered Sales of Equity Securities
On December 17, 2008, in connection with the consummation of the purchase of the
issued and outstanding shares of Imerem and Infociencia, RPS issued 2,794,029
Shares to RPS Dutch BV upon payment of aggregate consideration of €5,457,088
($7,818,241 at the exchange rate on December 17, 2008) and 1,404,856 Shares to
RPS Spain upon payment of aggregate consideration of €2,743,859 ($3,928,479 at
the exchange rate on December 17, 2008). The Shares were issued in reliance upon
applicable exemptions from registration under Section 4(2) of the Securities Act
of 1933, as amended (the "Securities Act").
In connection with the consummation of the purchase of the issued and
outstanding shares of Imerem, on December 22, 2008, RPS Dutch BV transferred
1.3 million Shares to the shareholder of Imerem in consideration for all of the
issued and outstanding shares of Imerem. Also in connection with the
consummation of the purchase of the issued and outstanding shares of Infociencia
on December 22, 2008 , RPS Spain transferred 1.4 million Shares to the
shareholders of Infociencia in consideration for all of the issued and
outstanding shares of Infociencia. The Shares were transferred in reliance upon
exemptions from registration for transactions which constitute "offshore
transactions" as defined in Regulation S under the Securities Act.
Item 8.01 Other Events
On December 22, 2008, we issued a press release entitled "RPS announces the
acquisition of two European Clinical Research Organizations expanding RPS'
Global Capabilities" in which, inter alia, we announced the acquisition of all
of the issued and outstanding shares of Imerem and Infociencia. The press
release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release dated December 22, 2008.
99.2 Agreement for the Sale and Purchase of the Share Capital in IMEREM
Institute for Medical Research Management and Biometrics - Institut für
medizinisches Forschungsmanagement und Biometrie - Ein unabhaengiges
Forschungsunternehmen GmbH
99.3 Agreement for the Sale and Purchase of the Share Capital in Infociencia,
S.L.
The Agreement for the Sale and Purchase of the Share Capital in Imerem and the
Agreement for the Sale and Purchase of the Share Capital in Infociencia
(collectively, the "Agreements") each contain a brief list identifying all
schedules and exhibits to the Agreements. Such schedules and exhibits have been
omitted pursuant to Item 601(b)(2) of Regulation S-K and are not filed herewith.
The Registrant agrees to furnish supplementally a copy of the omitted schedules
and exhibits to the Securities and Exchange Commission upon request.
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.
Date: December 22, 2008 ReSearch Pharmaceutical Services, Inc.
By: /s/ Daniel Perlman
Daniel Perlman
Chief Executive Officer and
Chairman