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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ClinTrials Research Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 62-1406017
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
One Burton Hills Boulevard, Suite 210, Nashville, Tennessee 37215
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(Address of principal executive offices) (Zip Code)
ClinTrials Research Inc. 1989 Stock Option Plan
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(Full Name of the Plan)
William C. O'Neil, Jr., One Burton Hills Boulevard, Suite 210,
Nashville, Tennessee 37215
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(Name and address of agent for service)
(615) 665-9665
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(Registrant's telephone number, including area code for agent of service)
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Aggregate Offering Registration Fee
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Common Stock, 450,000 shares $39.125 $17,606,250 $6,072
$.01 par value
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In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
(1) Pursuant to Rule 457 (h), the offering price is based on the average of
the high and low prices reported on the Nasdaq Stock Market on July 12,
1996.
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The purpose of this Registration Statement is to register 450,000
additional shares of ClinTrials Research Inc. Common Stock authorized for
issuance by amendment to the 1989 Stock Option Plan as approved by the
Registrant's stockholders at the Annual Stockholders Meeting held on May 3,
1996. The Registrant's registration statement on Form S-8 relating to 900,000
shares of Common Stock (file number 33-82416) as filed with the Securities and
Exchange Commission on August 3, 1994, is hereby incorporated by reference in
its entirety and is modified only in respect to the number of shares of Common
Stock reserved for issuance under the Plan, which is now 1,350,000.
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SIGNATURES
The Registrant. 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 on Form S-8 and the Registrant and the
1989 Stock Option Plan (the "Plan") have duly caused this amendment to
registration statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Nashville, State of Tennessee, on July
15, 1996.
CLINTRIALS RESEARCH INC. 1989 STOCK OPTION PLAN
/s/ William C. O'Neil, Jr. /s/ William C. O'Neil, Jr.
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William C. O'Neil, Jr. William C. O'Neil, Jr.
Chairman of the Board Chairman of the Board
President and Chief Executive Officer President and Chief Executive Officer
Signature Title Date
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/s/ William C. O'Neil, Jr. Chairman of the Board July 15, 1996
- ------------------------------ President and Chief
William C. O'Neil, Jr. Executive Officer
(Principal Executive
Officer)
/s/ John W. Robbins Chief Financial July 15, 1996
- ------------------------------ Officer and Secretary
John W. Robbins (Principal Financial
and Accounting Officer)
/s/ Edward G. Nelson Director July 15, 1996
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Edward G. Nelson
Director July , 1996
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Thomas G. Cigarran
/s/ Richard J. Eskind Director July 15, 1996
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Richard J. Eskind
/s/ Irwin B. Eskind, M.D. Director July 15, 1996
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Irwin B. Eskind, M.D.
/s/ Herbert J. Schulman, M.D. Director July 15, 1996
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Herbert J. Schulman, M.D.
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EXHIBIT INDEX
Exhibit Number Document
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5 Opinion of Harwell Howard Hyne Gabbert & Manner, P.C. regarding
legality of securities being issued.
23 Consent of Ernst & Young LLP