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Nemazee Hassan & Houston Venture Inc, et al. · SC 13D/A · Covalent Group Inc · On 2/4/0

Filed On 2/4/0   ·   SEC File 5-54209   ·   Accession Number 950123-0-767

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  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

SC 13D/A   ·   Covalent Group, Inc.
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page
4Item 1. Security and the Issuer
"Item 2. Identity and Background
5Item 3. Source and Amount of Funds or Other Consideration
"Item 4. Purpose of the Transaction
"Item 5. Interest in Securities of the Issuer
6Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
"Item 7. Material to Be Filed as Exhibits 
SC 13D/A1st Page of 9TOCTopPreviousNextBottomJust 1st
 
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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
--------------------------------------------------------------------------------

 (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)


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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.                                     


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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.                                     


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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 


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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 


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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 


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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 


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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 


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 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

Referenced-On Page
This SC 13D/A Filing   Date First   Last      Other Filings
9/30/992510QSB
1/20/069
1/26/0158-K
2/2/078
Filed On / Filed As Of2/4/0
5/15/0610QSB
 
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