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): November 7, 2007
ETRIALS WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 000-50531 | | 20-0308891 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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4000 Aerial Center Parkway, Morrisville, North Carolina (Address of principal executive offices) | | 27560 (Zip Code) |
Registrant’s telephone number, including area code: (919) 653-3400
Not Applicable
(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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry into a Material Definitive Agreement.
On November 7, 2007, in connection with a change of the interim status of the chief operating officer of our subsidiary etrials, Inc., etrials, Inc. entered into the agreement described in Item 5.02 hereof, which is incorporated herein by reference.
Item 5.02. Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 19, 2007 Peter Benton became the Interim Chief Operating Officer of our subsidiary, etrials, Inc. On November 7, 2007, Mr. Benton's interim status changed and he became an officer like any other officer.
Mr. Benton is the President of Pharmaceutical R & D Strategies, LLC, (DBA Wharton Venture Partners) an advisory company to early stage therapeutic, medical device, software and service companies with which etrials, Inc. is contracting for Mr. Benton’s services. Mr. Benton is a Founder of Flexible Medical Systems since December 2005 and serves as Chairman of the Board for Flexible Medical Systems. Flexible Medical Systems is an early stage medical device and diagnostics company. Mr. Benton has also been a principle in iLifeScience since May 2007. iLifeScience is a consulting company providing services to the Life Science industry. From Sept 2005 to October 2006 Mr. Benton was Founder, Managing Director and Chief Financial Officer of Sceata Technology Group, LLC and Sceata Capital Partners, LLC (collectively “Sceata”), a business development company and funding source that focused on emerging growth companies. From August 2001 until March 2004 he was with Johnson & Johnson Pharmaceutical Research & Development, LLC, where he held positions that included Vice President, Central Planning and New Product Development Leader.
Effective November 1, 2007 Mr. Benton is being paid an annual salary of $225,000. He will also be eligible to earn a bonus of up to 45% of his base salary if he meets performance targets to be established by our Chief Executive Officer, or our Board of Directors or its Compensation Committee. We also agreed to issue to Mr. Benton options to purchase 100,000 shares of our Common Stock. The options, which have not yet been granted, will have an exercise price equal to the market value of our Common Stock on the grant date. The options will vest in four equal annual installments, subject to accelerated vesting, cashless exercise and extended exercise provisions, if we terminate his employment "without cause" or, if he terminates his employment for "good reason." We will also pay for certain relocation expenses. These compensation arrangements replace compensation under an advisory agreement dated July 19, 2007, previously described in a Form 8-K filed on July 23, 2007, which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| 99.1 | Press Release dated November 8, 2007 announcing appointment of Interim Chief Operating Officer. |
SIGNATURES
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.
| Dated: November 9, 2007 | etrials Worldwide, Inc. |
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| | By: /s/ James W. Clark, Jr. |
| | Name: James W. Clark, Jr. |
| | Title: Chief Financial Officer |
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EXHIBIT INDEX
| 99.1 | Press Release dated November 8, 2007 announcing appointment of Chief Operating Officer. |
