Filed On 2/4/0 · SEC File 5-54209 · Accession Number 950123-0-767
As Of Filer Filing On/For/As Docs:Pgs Issuer Agent
2/04/00 Nemazee Hassan & Houston Ven..Inc SC 13D/A 4:23 Covalent Group Inc 950123
Hassan Nemazee
Nemazee Hassan & Houston Venture Inc
Amendment to General Statement of Beneficial Ownership · Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D/A Covalent Group, Inc. 9 31K
2: EX-99.1 Promissory Note 2 12K
3: EX-99.2 Promissory Note 2 12K
4: EX-99.3 Stockholders' Agreement 10 41K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------------
SCHEDULE 13D
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
COVALENT GROUP, INC.
--------------------------------------------------------------------------------
(NAME OF THE ISSUER)
Common Stock, $0.001 par value per share
--------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
222815 10 2
--------------------------------------------------------------------------------
(CUSIP NUMBER)
Bruce LaMont
Covalent Group, Inc.
One Glenhardie Corp. Center
1275 Drummers Lane, Suite 1000
Wayne, PA 19087
(610) 975-9533
--------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
January 26, 2000
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see,
the Notes).
(Page 1 of 9 Pages)
(Continued on following pages)
CUSIP NO. 22815 102 13D Page 2 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
HOUSTON VENTURE, INC.
76-0076145
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
AF, 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
NUMBER OF 7 SOLE VOTING POWER
SHARES 500,000
BENEFICIALLY
OWNED BY
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
500,000
10 SHARED DISPOSITIVE POWER
1,000,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 - SEE ITEM 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.29% - SEE ITEM 5
14 TYPE OF REPORTING PERSON CO
* Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934,
as amended.
** Based upon 12,059,693 shares of Common Stock issued and outstanding as
reported on the Issuer's Quarterly Report filed on Form 10-QSB for the
quarter ended September 30, 1999.
CUSIP NO. 22815 102 13D Page 3 of 9 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
HASSAN NEMAZEE
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,000,000
BENEFICIALLY
OWNED BY
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
500,000
10 SHARED DISPOSITIVE POWER
1,000,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000,000 - SEE ITEM 5
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.29% - SEE ITEM 5
14 TYPE OF REPORTING PERSON IN
* Calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934,
as amended.
** Based upon 12,059,693 shares of Common Stock issued and outstanding as
reported on the Issuer's Quarterly Report filed on Form 10-QSB for the
quarter ended September 30, 1999.
ITEM 1. SECURITY AND THE ISSUER
(A) TITLE OF SECURITY:
Common Stock, $0.001 par value per share.
(B) NAME OF THE ISSUER:
Covalent Group, Inc., a Nevada corporation.
(C) THE ISSUER'S PRINCIPAL EXECUTIVE OFFICER:
One Glenhardie Corp. Center
1275 Drummers Lane, Suite 100
Wayne, PA 19087
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is being filed jointly (sometimes collectively the
"Reporting Persons") on behalf of Hassan Nemazee ("Nemazee") and Houston
Venture, Inc. ("Houston").
Nemazee, Individually and through various entities including Houston
is engaged in making venture capital investments in various entities.
Nemazee, through various entities, owns in excess of seventy (70%) percent
of the shares of Common Stock of Houston.
(b)-(c) 720 Fifth Avenue, New York, New York 10019.
(d)-(e) During the last five years, there have been no criminal
proceedings against the Reporting Persons.
During the last five years, the Reporting Person has not been a party
to any civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
(f) Nemazee is a citizen of the United States.
4
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to an agreement among the Reporting Person, and Covalent
Partners, LLC ("Covalent"), the Reporting Persons agreed to acquire an
aggregate of 1,000,000 shares of Common Stock of the Issuer (the "Shares"),
of which 500,000 Shares were acquired by Houston and 500,000 Shares were
acquired by Nemazee, for a purchase price of $2.25 per share or an
aggregate $2,250,000. In connection therewith, Houston and Nemazee each
advanced the sum of $1,25,000.00 to Covalent evidenced by promissory notes
(the "Notes"). On January 26, 2000, the Notes were repaid by the transfer
of Shares by Covalent to Houston and Nemazee.
The funds for the acquisition of the Shares were personal funds of
Nemazee.
ITEM 4. PURPOSE OF THE TRANSACTION
Nemazee and Houston acquired shares of the Issuer for general
investment purposes.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)- Based on the Issuer's Quarterly Report on Form 10-QSB for the
quarter ended September 30, 1999, there were 12,059,693 shares of Common
Stock outstanding. The following summarizes the shares of the Issuer
beneficially owned by the Reporting Persons:
· Enlarge/Download Table
NUMBER OF SHARES OF NUMBER OF SHARES OF
STOCK (BUT FOR RULE 13D- STOCK BENEFICIALLY PERCENTAGE OF CLASS
INVESTOR 5(B)(1) OWNED BENEFICIALLY OWNED
----------------------------- ----------------------------- ----------------------------- -----------------------------
Hassan Nemazee 500,000 1,000,000 8.29%
Houston Venture, Inc. 500,000 1,000,000 8.29%
Beneficial ownership of 500,000 shares of Common Stock of the Issuer
otherwise beneficially owned by Houston is attributed to Nemazee by virtue
of Rule 13d-3(a)(1) and 13d-3(a)(2) of the Exchange Act.
(b) Not applicable.
(c) Not applicable.
(d) Not applicable.
5
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
In connection with the sale of the Shares, the Reporting Persons
entered into a Stockholders' Agreement with Covalent pursuant to which the
Reporting Persons agreed to vote the Shares as directed by Covalent to and
including May 15, 2000. In addition, there are certain restrictions on the
transfer of the Shares through May 15, 2000. Finally, there are tag along
rights and registration rights relating to the Shares.
The foregoing summary of the Stockholders' Agreement is qualified in
its entirety by reference to a copy of the Agreement included as Exhibit
99.3 to this Schedule 13D and incorporated herein in its entirety by
reference.
Other than as described in the foregoing paragraphs and in Item 6
above, to the Reporting Person's knowledge, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among
the persons named in Item 2 and between such persons and any person with
respect to any securities , finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
99.1 Promissory Note dated January 20, 2000, by and between Hassan
Nemazee and Covalent Partners, LLC
99.2 Promissory Note dated January 20, 2000, by and between Houston
Venture, Inc. and Covalent Partners, LLC
99.3 Stockholders' Agreement dated January 20, 2000, by and among
Covalent Partners, LLC, Hassan Nemazee and Houston Venture, Inc.
6
SIGNATURES
After reasonably inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 2, 2000
HOUSTON VENTURE, INC.
By: /s/ Hassan Nemazee
-----------------------------
Hassan Nemazee, President
/a/ Hassan Nemazee
-----------------------------
Hassan Nemazee
7
JOINT FILING AGREEMENT
In accordance with Rule 13d(l)(k) under the Securities Exchange Act of
1934, as amended, each of the persons named below agrees to the joint filing of
a Statement on Schedule 13D (including amendments thereto) with respect to the
acquisition of Common Stock, par value $0.001, of Covalent Group, Inc., a
Delaware corporation, and further agrees that this Joint Filing Agreement be
included as an exhibit to such filings provided that, as contemplated by Section
13d-1(k)(ii), no person shall be responsible for the completeness or accuracy of
the information concerning the other persons making the filing, unless such
person knows or has any reason to believe that such information is inaccurate.
This Joint Filing may be executed in any number of counterparts, all of which
together shall constitute one and the same instrument.
February 2, 2000
HOUSTON VENTURE, INC.
By: /s/ Hassan Nemazee
------------------------------
Hassan Nemazee, President
/s/ Hassan Nemazee
-----------------------------
Hassan Nemazee
8
EXHIBIT INDEX
EXHIBIT DESCRIPTION OF DOCUMENT
99.1 Promissory Note dated January 20, 2000, by and between Hassan Nemazee and
Covalent Partners, LLC
99.2 Promissory Note dated January 20, 2000, by and between Houston Venture,
Inc. and Covalent Partners, LLC
99.3 Stockholders' Agreement dated January 20, 2000, by and among Covalent
Partners, LLC, Hassan Nemazee and Houston Venture, Inc.
9
Dates Referenced Herein and Documents Incorporated By Reference
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