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, 1998 THE COVALENT GROUP, INC. ------------------------ (Exact name of issuer as specified in charter) NEVADA 0-21145 23-561668867 (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation or file Identification Organization) number) Number) ONE GLENHARDIE CORPORATE CENTER 1275 DRUMMERS LANE SUITE 100 WAYNE, PENNSYLVANIA 19087 (Address of principal executive offices) (610) 975-9533 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS. As is more fully described in the attached press releases, the Company has recently entered into a multi-year contract for clinical development studies with an aggregate estimated value of approximately $4 million. See the attached press release for more detailed information. This report, including the press release attached hereto, contains statements that are not based on historical fact and are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Among other things, they regard the Company's liquidity, financial condition, operational matters and the potential revenues to be received from new contracts. Words or phrases denoting the anticipated results of future events, such as "anticipate," "believe," "estimate," "expects," "may," "will continue," "project," and similar expressions that denote uncertainty are intended to identify such forward-looking statements. Additionally, from time to time, the Company or its representatives have made or may make oral or written forward-looking statements. Such forward-looking statements may be included in various filings made by the Company with the Securities and Exchange Commission, or in other press releases or oral statements made by or with the approval of an authorized executive officer of the Company. The Company's actual results, performance or achievements could differ materially from the results expressed in, or implied by, such forward-looking statements: (1) as a result of risks and uncertainties identified in the Company's publicly filed reports and registration statements; (2) as a result of the outcome of the contract described in the press release attached hereto; (3) as a result of factors over which the Company has no control, including the strength of domestic and foreign economies, the overall CRO and pharmaceutical industries, sales growth, competition and certain cost increases; or (4) if the factors on which the Company's conclusions are based do not conform to the Company's expectations. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits Exhibit No. Description ----------- ----------- 99.1 Press release dated December 17, 1998 SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned duly authorized. Date: December 22, 1998 Covalent Group, Inc. /s/ William K. Robinson ------------------------- William K. Robinson Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release dated December 17, 1998