ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of April 29, 2003, certain information with
regard to beneficial ownership of outstanding shares of the Company's Common
Stock by (i) each director and Named Executive Officer (as defined in this Proxy
Statement) individually, (ii) all executive officers and directors of the
Company as a group, and (iii) each person known by the Company to beneficially
own five percent or more of the outstanding shares of the Company's Common
Stock:
Number of Percentage of
Name of Beneficial Owner(1)(2) Shares Outstanding Shares
------------------------------------------------------------ -------------- ----------------------------
Kenneth M. Borow, M.D. 1,600,000 (3)(4) 11.7 %
Earl M. Collier, Jr. 50,000 (3) *
Scott M. Jenkins 102,200 (3) *
Thomas E. Hodapp 592,201 (3) 4.6 %
Brian M. Dickson, M.D. 60,000 (3) *
John D. Hall, MB., ChB. 38,500 (3) *
Jorge A. Leon 46,000 (3) *
Catherine G. Spear 33,000 (3) *
All current executive officers and directors as a group
(eight persons) 2,521,901 (3) 17.9 %
Richard D. Propper, M.D. 1,108,800 (5)(6) 8.7 %
4350 LaJolla Village Dr., Suite 970
San Diego, CA 92121
|
-8-
Hassan Nemazee 1,033,010 (7) 8.2 %
777 Park Avenue
New York, NY 10021
Houston Ventures, Inc. 1,000,000 (8) 7.9 %
720 Fifth Avenue
New York, NY 10019
* Less than 1% of the outstanding Common Stock.
(1) Unless otherwise noted, the Company believes that all
persons have sole voting and investment power with respect
to all shares of Common Stock beneficially owned by them.
(2) Unless otherwise noted, the address of such persons is:
c/o Covalent Group, Inc., One Glenhardie Corporate
Center, 1275 Drummers Lane, Wayne, PA 19087.
(3) The amounts shown include shares of Common Stock which may be
acquired currently or within 60 days of April 29, 2003 through
the exercise of stock options, as follows: Dr. Borow-1,030,000
shares; Mr. Collier-50,000 shares; Mr. Jenkins-82,500 shares;
Mr. Hodapp-82,500 shares; Dr. Dickson-60,000 shares; Dr.
Hall-38,500 shares; Mr. Leon-40,000 shares; Ms. Spear-33,000
shares; and all executive officers and directors as a
group-1,416,500 shares.
(4) Includes 39,000 shares owned indirectly that are held by
certain members of Dr. Borow's immediate family and over
which Dr. Borow has sole investment and voting power. Of
the shares owned by Dr. Borow, 460,000 shares have been
pledged as collateral for a promissory note to Richard D.
Propper, M.D. payable in August 2005.
(5) As per the Schedule 13D/A filed by Richard Proper on August 30, 2000.
(6) Includes 58,600 shares with shared investment power and sole voting power.
(7) As per the Schedule 13D/A filed by Hassan Nemazee on
February 4, 2000, includes 500,000 shares of Common
Stock owned by Houston Ventures, Inc. as to which
Hassan Nemazee has joint power, as well as 33,010
shares held by Mr. Nemazee's children.
(8) As per the Schedule 13D/A filed by Houston Ventures, Inc. on
February 4, 2000, includes beneficial ownership of 500,000
shares of Common Stock otherwise beneficially owned by
Hassan Nemazee.
Equity Compensation Plan Information
The following table presents information, as of December 31, 2002, about the
shares of Common Stock that may be issued upon exercise of options under the
Company's equity compensation plans.
Number of securities to be Weighted-average Number of securities remaining
issued upon exercise of exercise price of available for future issuance under
outstanding options, outstanding options, equity compensation plans (excluding
Plan category warrants and rights warrants and rights securities reflected in the first column)
Equity compensation plans
approved by security holders 2,404,272 $ 2.68 1,017,474 (1)
Equity compensation plans not
approved by security holders - - -
Total 2,404,272 $ 2.68 1,017,474
(1) Represents shares available for future issuance, as of
December 31, 2002, under the Company's 2002 Equity
Incentive Plan and 1996 Stock Incentive Plan, as amended
and restated.
|