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Eresearchtechnology Inc/DE · DEF 14A · For 4/24/01

Filed On 3/20/01 3:00pm ET · SEC File 0-29100 · Accession Number 950116-1-459

  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 3/20/01  Eresearchtechnology Inc/DE        DEF 14A     4/24/01    1:22                                     St Ives Financial/FA

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Statement                            22    125K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Certain Relationships and Related Party Transactions Security Ownership of Certain Beneficial Owners and Management
1	1st Page
8	Certain Relationships and Related Party Transactions
15	Security Ownership of Certain Beneficial Owners and Management

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant / /
Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Under Rule 14a-12

PRWW, Ltd.
-----------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

-----------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:

----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:

----------------------------------------------------------------------

5) Total fee paid:

----------------------------------------------------------------------

/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

1) Amount Previously Paid:

___________________________________________________________________________
2) Form, Schedule or Registration Statement No.:

___________________________________________________________________________
3) Filing Party:

___________________________________________________________________________
4) Date Filed:

___________________________________________________________________________

DEF 14A 2nd Page of 22 TOC 1st Previous Next Bottom Just 2nd

PRWW, Ltd.
30 S. 17th Street
Philadelphia, PA 19103

March 20, 2001

Dear PRWW, Ltd. Stockholders:

You are cordially invited to the Annual Meeting of Stockholders to be held
at 2:30 P.M. on April 24, 2001 at the Company's executive offices, 30 South
17th Street, Philadelphia, PA 19103.

Details with respect to the meeting are set forth in the attached Notice
of Annual Meeting and Proxy Statement.

Your vote is important. Whether or not you plan to attend the meeting, you
are urged to complete, date, sign and return your proxy. If you attend the
meeting and would prefer to vote in person you may still do so.

Very truly yours,

/s/ JOEL MORGANROTH, M.D.
--------------------------
JOEL MORGANROTH, M.D.
Chairman of the Board
PRWW, Ltd.

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PRWW, Ltd.
--------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held April 24, 2001
--------------------------------------------------

To the Stockholders:

The Annual Meeting of Stockholders of PRWW, Ltd. will be held at the
Company's executive offices located at 30 South 17th Street, Philadelphia, PA
19103, at 2:30 P.M. on April 24, 2001 for the following purposes:

(1) To elect three directors to serve three-year terms.

(2) To approve an amendment to the Company's 1996 Stock Option Plan to
reserve an additional 300,000 shares of Common Stock for issuance
thereunder.

(3) To approve an amendment to the Company's Restated Certificate of
Incorporation to change its name to "eResearchTechnology, Inc."

(4) To ratify the selection by the Board of Directors of the firm of Arthur
Andersen LLP as independent auditors for 2001.

(5) To transact any other business that may properly come before the
meeting or any adjournment or postponement thereof.

Stockholders of record as of the close of business on March 13, 2001 are
entitled to notice of and to vote at the meeting.

Whether or not you plan to attend the meeting, please complete, date and
sign the enclosed proxy card and return it in the enclosed envelope. Your proxy
may be revoked at any time prior to the time it is voted.

By Order of the Board of Directors,

/s/ BRUCE JOHNSON
----------------------------
BRUCE JOHNSON
Senior Vice President, Chief
Financial
Officer and Secretary

Philadelphia, PA
March 20, 2001

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PRWW, Ltd.
30 S. 17th Street
Philadelphia, PA 19103
-------------------------------------
PROXY STATEMENT
-------------------------------------

These proxy materials are furnished in connection with solicitation of
proxies by the Board of Directors of PRWW, Ltd., a Delaware corporation ("PRWW"
or the "Company"), for the Annual Meeting of Stockholders of PRWW to be held at
2:30 P.M. on April 24, 2001, at the Company's executive offices located at 30
South 17th Street, Philadelphia, PA 19103, and any adjournments or
postponements of such meeting. These proxy materials were first mailed to
stockholders on or about March 20, 2001. The address of the principal executive
office of PRWW is 30 S. 17th Street, Philadelphia, Pennsylvania 19103. Sending
a signed proxy will not affect the stockholder's right to attend the Annual
Meeting and vote in person. Every stockholder has the power to revoke his proxy
at any time before it is voted. The proxy, before it is exercised at the
meeting, may be revoked by filing with the Secretary of the Company a notice in
writing revoking it, by delivering a duly executed proxy bearing a later date,
or by attending the meeting and voting in person.

Stockholders Entitled to Vote

The close of business of March 13, 2001 was the record date for
stockholders entitled to notice of and to vote at the Annual Meeting. As of the
record date, there were 6,970,887 outstanding shares of the common stock, $.01
par value (the "Common Stock"), of PRWW.

Voting of Proxies

A form of proxy is enclosed. All properly executed proxies received by the
Board of Directors, and not revoked, will be voted as indicated in accordance
with the instructions thereon. In the absence of contrary instructions, shares
represented by such proxies will be voted for the election of the directors as
described herein; in favor of the amendment to the Stock Option Plan; in favor
of the amendment to the Restated Certificate of Incorporation; in favor of the
ratification of the selection of the independent auditors; and in the
discretion of the proxy holders on such other matters as may properly come
before the meeting.

The presence, in person or by proxy, of stockholders entitled to cast at
least a majority of the votes that all stockholders are entitled to cast on a
particular issue constitutes a quorum for the purpose of considering such
matter. Each share of Common Stock outstanding as of the record date is
entitled to one vote on each matter that may be brought before the Annual
Meeting. Election of directors will be by plurality of the votes cast. Approval
of the proposed amendment to the Restated Certificate of Incorporation will
require the affirmative vote of the holders of a majority of the outstanding
Common Stock. Approval of the proposed amendment to the Stock Option Plan and
any other proposal will require the affirmative vote of a majority of the votes
cast on such proposal. Broker nonvotes and abstentions are counted for the
purposes of determining the presence or absence of a quorum for the transaction
of business at the meeting. Abstentions are counted in the tabulations of the
votes cast on proposals presented to the stockholders, whereas broker nonvotes
are not counted for purposes of determining the election of directors or
whether a proposal has been approved.

Costs Of Solicitation

The entire cost of soliciting proxies will be borne by PRWW. Arrangements
may be made with brokerage houses and other custodians, nominees and
fiduciaries to send proxies and proxy materials to the beneficial owners of
stock, and reimbursement for expenses may be made. Proxies may be solicited in
person or by telephone or telegraph by directors, officers or regular employees
of PRWW, none of whom will receive additional compensation therefor.

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ELECTION OF DIRECTORS
(Proposal No. 1)

The Board of Directors currently consists of eight directors divided into
three classes. Three directors are to be elected at the Annual Meeting to serve
until the 2004 Annual Meeting. Management's nominees for election as directors
are Sheldon Bonovitz, Arthur H. Hayes, Jr., M.D., and Howard D. Ross, each of
whom currently serves on the Board.

The proxy holders intend to vote all proxies received by them in the
accompanying form for such nominees unless otherwise directed. In the event any
nominee is unable or declines to serve as a director at the time of the Annual
Meeting, the proxies will be voted for any nominee who shall be designated by
the present Board of Directors to fill the vacancy, or, in lieu thereof, the
Board of Directors may reduce the number of directors. As of the date of this
Proxy Statement, Management is not aware of any nominee who is unable or will
decline to serve as a director.

The following table lists the name and age of the three nominees and the
five continuing directors of the Company whose terms of office will continue
after the Annual Meeting, and the year in which each director's term of office
will expire (assuming, in the case of each of the nominees, such nominees are
elected at the Annual Meeting).

[Download Table]

Year of
Age As Expiration of
Name of 3/1/01 Term as Director
---------------------------------------------- ----------- -----------------

Nominees for Election
Sheldon Bonovitz ................... 63 2004
Arthur H. Hayes, Jr., M.D. ......... 67 2004
Howard D. Ross ..................... 49 2004
Directors Continuing in Office
Joseph Esposito .................... 48 2003
James Gale ......................... 51 2002
Jerry D. Lee ....................... 64 2002
Joel Morganroth, M.D. .............. 55 2002
John M. Ryan ....................... 65 2003

Mr. Bonovitz has served on the Company's Board of Directors since 1999. He
has been a partner of the law firm of Duane, Morris & Heckscher, LLP since
1969, where he currently serves as Chairman and Chief Executive Officer. Mr.
Bonovitz is also a member of the Board of Directors of Comcast Corporation and
Surgical Laser Technologies, Inc.

Dr. Hayes has served on PRWW's Board of Directors since 1996. Since 1991,
Dr. Hayes has served as President and Chief Operating Officer of MediScience
Associates, a consulting firm. Dr. Hayes is an advisor to firms in health care
product development and regulation, clinical pharmacology, and medical and
pharmacy practice, and is internationally recognized as a medical researcher
and clinician. Dr. Hayes served as Commissioner of the FDA from 1981 to 1983.
He is also a member of the Board of Directors of Celgene, Inc., Myriad Genetics
and NaPro Biopharmaceuticals, Inc.

Mr. Ross has served on the Company's Board of Directors since 1999. He has
been a partner of LLR Equity Partners, L.P., a venture capital fund, since its
founding in 1999. Mr. Ross was a partner in Arthur Andersen LLP from 1984 to
1999, serving as the partner-in-charge of Arthur Andersen's Philadelphia Growth
Company Practice for 15 years. He is also a director of Crothall Services
Group, Inc., InnaPhase Corporation, Iron Mountain, Incorporated, nexi-i.com
Inc., Omnient Corporation and VerticalNet, Inc. Mr. Ross is a certified public
accountant.

Mr. Esposito was appointed President and Chief Executive Officer of the
Company effective March 1, 2001. Mr. Esposito formerly served as the President
and Chief Operating Officer of the Company since April 1998 and has served as a
member of its Board of Directors since 1999. He also has served as the
President and Chief Executive Officer of the Company's subsidiary,
eResearchTechnology, Inc., since January 2000 and President of the DLB Systems

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division from October 1997 to April 1998. From May 1997 through October 1997, he
was President of DLB Systems, Inc. Mr. Esposito was President of Worldwide
Operations for Computron Software, Inc. from October 1994 to May 1997. He has 25
years experience in technology, working closely with pharmaceutical companies in
the areas of clinical research, supply chain management and regulatory document
management.

Mr. Gale has served on the Company's Board of Directors since 1999. He has
been employed by Sanders Morris Harris, a registered broker dealer, since 1978.
He currently is a managing director of Sanders Morris Harris and the chief
investment officer of the Corporate Opportunity Funds, which are limited
partnerships whose principal business is making investments in the securities
of other entities. He has nearly 20 years investment banking experience with
several firms, including Gruntal & Co. and E. F. Hutton & Co. Mr. Gale also
serves as a director of Latshaw Enterprises, Inc., RELM Wireless Corporation
and Amarin Corporation plc.

Mr. Lee has served on the Company's Board of Directors since 1996. Mr. Lee
was a partner in the accounting firm of Ernst & Young LLP from 1969 until his
retirement in 1995. He was managing partner of its Philadelphia office from
1979 to 1989 and a member of the firm's world-wide multi-national partner group
from 1989 to 1995. Mr. Lee is also a member of the Board of Directors of Cybex
International, Inc.

Dr. Morganroth has served as the Chairman of the Company since 1999, its
Chief Scientist since March 1, 2001 and as a Director of the Company since
1997. He served as Chief Executive Officer from 1993 to March 1, 2001. In
addition, Dr. Morganroth has consulted for the Company since 1976. Dr.
Morganroth is an internationally recognized cardiologist and clinical
researcher. He has worked on the clinical development of several large,
well-known approved drugs. Dr. Morganroth served for over ten years as a
Medical Review Officer/Expert for the Food and Drug Administration and since
1995 has served in a similar capacity for the Health Protection Branch of
Canada.

Mr. Ryan has served on the Company's Board of Directors since 1999. Since
1997, Mr. Ryan has been a principal in Devon Ventures, Inc. Mr Ryan founded
SunGard Data Systems, Inc. in 1977 and served as its Chief Executive Officer
until 1986 and its Chairman until 1987. Mr. Ryan served as Chairman and Acting
Chief Executive Officer for DLB Systems from 1995 until its acquisition by the
Company in 1997. Mr. Ryan is also a director of Neoware Systems, Inc.,
Thermacore International, Inc., IGP, Inc., which conducts business as
iGrandparents.com, and FAI, Inc., which conducts business as VerticalFleet.com.

There are no family relationships among the directors and the executive
officers.

Board of Directors Meetings and Committees

The Board of Directors of the Company held a total of eleven meetings
during 2000. Each director attended more than 75% of the meetings of the Board
of Directors and any committee of which he is a member.

The Board of Directors has an Executive Committee, a Compensation and
Stock Option Committee, and an Audit Committee.

The Executive Committee has, with certain exceptions, all the authority of
the Board of Directors, and has specifically been delegated the authority to
make recommendations to the Board with respect to management nominees to the
Board and review and make recommendations with respect to such shareholder
nominees to the Board as may be submitted to the corporation. A shareholder
desiring to propose a candidate to the Executive Committee should submit a
written recommendation, together with sufficient biographical information
concerning the individual, to the secretary of the Company. While letters of
recommendation may be submitted for consideration at any time, recommendations
should be received prior to November 15 in any year for consideration in
connection with the nomination and election of directors at the Company's next
Annual Meeting. This Committee, which currently consists of Mr. Ross, Mr. Ryan
and Dr. Morganroth, did not hold any meetings during 2000.

The Compensation and Stock Option Committee is primarily responsible for
determining the compensation payable to the officers and key employees of the
Company and to recommend to the Board additions, deletions and alterations with
respect to the various employee benefit plans and other fringe benefits
provided by the Company, except that no member of the Committee shall take part

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in any decision pertaining to his compensation or benefits in his capacity as a
director of the Company. The Committee also is primarily responsible for
administering the Company's stock option plans, awarding stock options to key
employees and non-employee directors of the Company and determining the terms
and conditions on which the options are granted. This Committee, which currently
consists of Mr. Ross and Mr. Ryan, held three meetings during 2000.

The Audit Committee is primarily responsible for approving the services
performed by the Company's independent auditors and reviewing and evaluating
the Company's accounting principles and reporting practices and its system of
internal accounting controls, and has the responsibility and authority
described in its charter, attached as an appendix hereto. This Committee, which
currently consists of Mr. Gale, Dr. Hayes and Mr. Lee, held four meetings
during 2000. The members of the Audit Committee are independent, as defined by
Nasdaq rules.

Audit Committee Report on Audited Financial Statements:

The Audit Committee of the Board of Directors during 2000 developed an
updated charter for the Committee, which was approved by the full Board. The
complete text of the new charter is reproduced in the appendix to this proxy
statement.

The Audit Committee of the Board of Directors recommends to the Board of
Directors the accounting firm to be retained to audit the Company's financial
statements and, once retained, consults with and reviews recommendations made
by the accounting firm with respect to financial statements, financial records,
and financial controls of the Company.

Accordingly, the Audit Committee has (a) reviewed and discussed the
audited financial statements with management; (b) discussed with Arthur
Andersen LLP, the Company's independent auditors, the matters required to be
discussed by Statement on Auditing Standards No. 61 (Communications with Audit
Committees); (c) received the written disclosures and the letter from Arthur
Andersen LLP required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees); and (d) discussed with Arthur
Andersen LLP its independence from management and the Company, including the
matters in the written disclosures required by the Independence Standards
Board. The Audit Committee also discussed with Arthur Andersen LLP the overall
scope and plans for its audit. The Audit Committee met with management and
Arthur Andersen LLP to discuss the results of the auditors' examinations, their
evaluations of the Company's internal controls, and the overall quality of the
Company's financial reporting.

In reliance on the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited financial
statements be included in the Company's Annual Report on Form 10-K for the year
ended December 31, 2000.

This report of the Audit Committee does not constitute soliciting material
and should not be deemed filed or incorporated by reference into any other PRWW
filing under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, except to the extent that PRWW specifically
incorporates this report by reference therein.

Members of the Audit Committee
James Gale (Chair)
Arthur H. Hayes, M.D.
Jerry D. Lee

Compensation of Directors

During 2000, directors who are not employees of the Company received a fee
of $1,000 for each directors meeting attended and $500 for each committee
meeting attended, and also received an annual retainer of $6,000. Upon the
initial election of any "outside director" (as defined), such individual
receives at the time of election an automatic one-time option grant of 5,000
shares, and each outside director receives a fixed annual option grant of 5,000
shares. Each director is also reimbursed for out-of- pocket expenses incurred
in connection with attending meetings and other services as a director. In
addition, each non-employee director of the Company who during 2000 served on
the Board of Directors of the Company's subsidiary, eResearchTechnology, Inc.,
was granted an option to acquire 30,000 shares of the Common Stock of such
subsidiary.

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Certain Relationships and Related Party Transactions

Certain of the Company's diagnostic testing and clinical research
contracts require that specified medical professional services be provided by
Joel Morganroth, M.D., the Company's Chairman and, until March 1, 2001, its
Chief Executive Officer. The Company has retained Joel Morganroth, M.D., P.C.,
a professional corporation owned by Dr. Morganroth, to provide these and other
services, which include serving as Medical Director to the Company, acting as
principal investigator for various studies, and providing medical
interpretation for diagnostic tests from time to time as required. This
professional corporation received a fixed annual fee for these services of
$156,000 for 2000. Effective March 1, 2001, the Company entered into a new
consulting agreement with Joel Morganroth, M.D., P.C. pursuant to which Dr.
Morganroth will serve as Chief Scientist and continue to provide the consulting
services described above for which the professional corporation will receive
fees at the rate of $252,000 per annum plus discretionary bonuses of $37,500
per quarter. The Board of Directors, at its discretion, can award additional
bonus amounts. The consulting agreement continues on a year to year basis
unless terminated.

Sheldon Bonovitz, a director of PRWW, is a partner of the law firm of
Duane, Morris & Heckscher, LLP, which performs legal services for the Company
and its subsidiary, eResearchTechnology, Inc.

Executive Compensation

Compensation Committee Report on Executive Compensation

The Compensation and Stock Option Committee of the Board of Directors
consists entirely of non-management directors, and its primary function is to
make recommendations to the Board of Directors concerning executive
compensation and benefit policies for the Company.

The Committee believes that the most effective compensation program is one
that provides executives competitive base salaries and incentives to achieve
both current and long-term strategic business goals of the Company.

The Company's executive compensation programs are designed to:

o Align the interests of executive officers with the long-term interests
of shareholders.

o Motivate and challenge executive officers to achieve both annual and
long-term strategic business goals.

o Support an environment that rewards executive officers based upon
corporate and individual performance and results.

o Attract and retain executive officers critical to the long-term success
of the Company.

In 2000, the basic components of executive officer compensation consisted
of base salary, a cash bonus plan tied to measurements based on Company
performance, and long-term incentives in the form of stock options. The
executive officers also participate in employee benefit plans available
generally to the Company's employees.

Base Salary. Technology companies face intense competition for qualified
employees, and the Committee believes it is important that Company executive
officer compensation levels be competitive with other technology companies. The
Committee reviewed the compensation of its executives in comparison with other
publicly traded technology companies and targeted base salary levels to be
consistent with comparable positions at these companies.

Annual Incentive Compensation Program. The Company implemented in 2000 an
annual incentive compensation program permitting officers and key managers to
earn cash bonuses based on achieving targeted financial goals. Based upon
actual 2000 performance, the bonus pool for executive officers was $502,500
with the executive officer participants earning bonuses ranging from 53% to 66%
of base salary.

The Committee believes that this annual incentive compensation program
aids in ensuring that the Company's overall levels of compensation remain
competitive and benefits the Company in that a significant portion of the
compensation of executive officers is in the form of variable incentive pay,
which further aligns the interests of the executive officers with the interests
of the Company's shareholders.

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Long-Term Incentive in Form of Stock Options. The Committee believes that
significant management ownership of the Company's stock effectively motivates
the building of shareholder wealth and aligns the interests of management with
those of the Company's shareholders. The Company's executive officers received
option grants totaling 102,500 shares during 2000 under the terms of the
Company's 1996 Stock Option Plan at a per share exercise price equal to market
price on the date of grant. Options representing 70,000 and 32,500 shares
become exercisable over three years and four years, respectively, in equal
annual increments beginning one year after the date of grant, contingent upon
the officer's continued employment with the Company. The executive officers
also received during 2000 option grants totaling 1,033,000 shares of the Common
Stock of the Company's subsidiary, eResearchTechnology, Inc., under the terms
of that subsidiary's Stock Option Plan, at a per share exercise price equal to
the fair market value on the date of grant, as determined by the Board of
Directors. The table appearing under the heading "Option Grants in 2000"
provides further information about the options granted in 2000 to the Named
Executive Officers.

Chief Executive Officer Compensation. The compensation plan for Dr.
Morganroth for 2000 contained the same elements and operated in the same manner
as the compensation plan described above for the other executive officers. His
cash bonus pursuant to the Company's 2000 annual incentive compensation program
was $135,000, representing approximately 40% of his cash compensation for the
year. Dr. Morganroth also provides specified medical professional services to
the Company pursuant to the Company's agreement with a professional corporation
owned by Dr. Morganroth. In 2000, $156,000 was paid to his professional
corporation for medical services. The Committee believes that Dr. Morganroth's
total 2000 compensation was appropriate in light of Dr. Morganroth's reputation
as a medical doctor in the research area and his importance to achievement of
the Company's goals.

During 2000, Dr. Morganroth was granted options to acquire 324,000 shares
of the Common Stock of eResearchTechnology, Inc. at an exercise price equal to
the fair market value of such stock on the date of grant. In addition, Dr.
Morganroth is a significant shareholder in the Company (see "Security Ownership
of Certain Beneficial Owners and Management"). The Committee believes that Dr.
Morganroth's stock ownership and stock options provide a significant incentive
and align his interests directly with the Company's shareholders. To the extent
his performance translates into an increased value of the Company's stock, all
shareholders, including Dr. Morganroth, share the benefits.

Compliance with Internal Revenue Code Section 162(m). Section 162(m) of
the Internal Revenue Code disallows a tax deduction to publicly-held companies
for compensation paid to certain of their executive officers, to the extent
that compensation exceeds $1,000,000 per covered officer in any fiscal year.
The limitation applies only to compensation which is not considered to be
performance-based. Non-performance-based compensation paid to the Company's
executive officers for 2000 did not exceed the $1,000,000 limit per officer,
and the Committee does not anticipate that the non-performance-based
compensation to be paid the Company's executive officers in the foreseeable
future will exceed that limit.

Members of the Compensation and Stock Option Committee
John M. Ryan (Chair)
Howard Ross

Compensation Committee Interlocks and Insider Participation

At the end of 2000, the Compensation and Stock Option Committee was
composed of Mr. Ross and Mr. Ryan. Neither of these individuals is a current or
former officer or employee of the Company.

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Summary Compensation Table

The following table sets forth information in respect of the compensation
paid for the years ended December 31, 1998, 1999 and 2000 to the persons
(sometimes collectively referred to as the "Named Executive Officers") who
were, at any time during 2000, the Chief Executive Officer, and at the end of
2000, the other four most highly compensated executive officers of the Company
whose salary and bonus exceeded $100,000 in such year and up to two individuals
who served as executive officers at any time during 2000 whose salary and bonus
exceeded $100,000, including compensation paid by the Company's subsidiary,
eResearchTechnology, Inc. ("eRT"):

[Enlarge/Download Table]

Long Term
Annual Compensation
Compensation(1) ---------------------
------------------------- Number of Options(2) All Other
Name and Principal Position Year Salary Bonus PRWW eRT Compensation
--------------------------------------- ------ ----------- ----------- --------- --------- -------------------

Joel Morganroth, M.D. ................. 2000 $212,400 $135,000 -- 324,000 $ 816(3)(4)
Chairman, Chief Scientist and 1999 $203,809 $236,813 37,500 -- $ 864(3)(4)
former Chief Executive
Officer, PRWW (5) .................... 1998 $201,000 -- -- -- $ 864(3)(4)

Joseph Esposito ....................... 2000 $278,400 $125,000 -- 324,000 $ 3,441(4)
President and Chief Executive 1999 $276,287 $172,610 20,000 -- $ 3,364(4)
Officer, PRWW and eRT (5) ............ 1998 $330,964 -- 150,000 -- $ 3,124(4)

Vincent Renz .......................... 2000 $156,000 $ 91,250 5,000 120,000 $ 3,440(4)
Vice President, Technology and 1999 $156,338 $ 67,613 -- -- $ 3,364(4)
Consulting and Chief Technology
Officer, eRT ......................... 1998 $ 91,423 $ 8,141 15,000 -- $ 1,252(4)

Robert Brown .......................... 2000 $154,461 $ 82,500 27,500 120,000 $11,316(4)
Sr. Vice President, Diagnostic 1999 $106,045 $ 25,000 -- -- $10,816(4)
Technology and Services, eRT ......... 1998 $ 77,915 -- -- -- $10,816(4)

Bruce Johnson ......................... 2000 $134,592 $ 68,750 70,000 120,000 $ 2,323(4)
Sr. Vice President and Chief
Financial Officer, PRWW and eRT

------------
(1) In accordance with the rules of the Securities and Exchange Commission,
other compensation in the form of perquisites and other personal benefits
has been omitted in those instances where the aggregate amount of such
perquisites and other personal benefits constituted less than the lesser
of $50,000 or 10% of the total of annual salary and bonuses for the
officer for such year.

(2) Information under the column headed "PRWW" pertains to options to acquire
the common stock of PRWW. Information under the column headed "eRT"
relates to options to acquire the common stock of eRT.

(3) Excludes consulting fees of $144,000, $156,000 and $156,000 paid in 1998,
1999 and 2000, respectively, to a professional corporation owned by Dr.
Morganroth. See "Certain Relationships and Related Party Transactions."

(4) Includes the sum of (A) Company's 401(k) plan contributions, which in 2000
were $2,625 for Mr. Esposito, $2,625 for Mr. Renz, $10,500 for Mr. Brown
and $1,712 for Mr. Johnson; and (B) the dollar value of the insurance
premium paid by the Company with respect to group term life insurance,
which for 2000 was $816 for Dr. Morganroth, $816 for Mr. Esposito, $816
for Mr. Renz, $816 for Mr. Brown and $612 for Mr. Johnson.

(5) Dr. Morganroth served as Chief Executive Officer of PRWW throughout 2000
and during the first two months of 2001. Mr. Esposito was appointed Chief
Executive Officer March 1, 2001.

DEF 14A 11th Page of 22 TOC 1st Previous Next Bottom Just 11th

Employment Contracts

The Company has entered into employment agreements with each of the Named
Executive Officers. Under these agreements, the employment may be terminated
with or without cause at any time. In the event that the Company terminates an
officer's employment other than "for cause", the Company is obligated to
continue normal salary payment for between six months and one year. These
agreements provide that, upon a change of control (as defined) of the Company
in which the officer is not provided a comparable position, the executive has
the right to resign and receive a severance equal to between six months and one
year's salary. Pursuant to the agreement, each officer has agreed, for a period
of one year after termination of employment, to refrain from interfering with
the Company's business by soliciting customers or employees. Dr. Morganroth's
employment agreement was terminated by mutual agreement on March 1, 2001. Dr.
Morganroth will continue to act as a consultant to the Company pursuant to a
consulting agreement between the Company and his professional corporation. See
"Certain Relationships and Related Party Transactions."

DEF 14A 12th Page of 22 TOC 1st Previous Next Bottom Just 12th

2000 Stock Option Grants

The following tables contain certain information concerning the grant of
stock options under the Company's 1996 Stock Option Plan and eRT's 2000 Stock
Option Plan during the year ended December 31, 2000 and the number and value of
options held at December 31, 2000 by each of the Named Executive Officers.

[Enlarge/Download Table]

Potential Realizable
Value at Assumed
Annual Rates
of Stock Price
Appreciation for
Individual Grants (1) Option Term (2)
-------------------------------------------------------- ---------------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise or
Options Employees Base Price Expiration
Name Granted in 2000 ($/Sh) Date 5% 10%
----------------------------- ------------ ------------ ------------ ----------- ------------ ------------

PRWW OPTIONS
Joel Morganroth, MD ......... -- -- -- -- -- --
Joseph Esposito ............. -- -- -- -- -- --
Vincent Renz ................ 5,000 1.6% $ 10.00 1/4/10 $ 31,445 $ 79,687
Robert Brown ................ 27,500 8.7% 13.00 1/25/10 224,830 569,763
Bruce Johnson ............... 70,000 22.3% 12.44 1/27/10 547,641 1,387,831
eRT OPTIONS
Joel Morganroth, MD ......... 324,000 20.2% $ 15.00 6/13/10 3,056,428 7,745,588
Joseph Esposito ............. 324,000 20.2% 15.00 6/13/10 3,056,428 7,745,588
Vincent Renz ................ 120,000 7.5% 15.00 6/13/10 1,132,010 2,868,736
Robert Brown ................ 120,000 7.5% 15.00 6/13/10 1,132,010 2,868,736
Bruce Johnson ............... 120,000 7.5% 15.00 6/13/10 1,132,010 2,868,736

------------
(1) The PRWW options were granted under the terms of PRWW's stock option plan
at a per share exercise price equal to the market price of a Common Share
on the date of grant. The options become exercisable over four years
(three years, in the case of Mr. Johnson's options) in equal annual
increments beginning one year after the date of grant. The Option
Committee has the right to accelerate the exercisability of any of the
options, and options automatically accelerate upon a change of control (as
defined). The eRT options were granted under the terms of eRT's Stock
Option Plan at a per share exercise price equal to the fair market value
on the date of grant, as determined by the Board of Directors. The options
become exercisable over four years in equal annual increments beginning
one year after the date of grant. eRT's Option Committee has the right to
accelerate the exercisability of any of the options, and options
automatically accelerate upon a change of control (as defined).

(2) The potential realizable value is the product of (a) the difference
between: (i) the product of the per-share market price at the time of the
grant and the sum of 1 plus the adjusted stock price appreciation rate
(i.e., the assumed rate of appreciation compounded annually over the term
of the option) and (ii) the per-share exercise price of the option; and
(b) the number of securities underlying the grant at fiscal year-end. The
dollar amounts under these columns are the result of calculations at the
5% and 10% assumed rates of appreciation prescribed by the Securities and
Exchange Commission, and therefore are not intended to forecast possible
future appreciation, if any, of the market price of the Corporation's
Common Shares. The actual value that any Named Executive Officer may
realize, if any, will depend on the amount by which the market price of
the Common Shares at the time of exercise exceeds the exercise price.

DEF 14A 13th Page of 22 TOC 1st Previous Next Bottom Just 13th

2000 Option Exercises and Fiscal Year-End Values

The following tables contain certain information concerning the number and
value of any unexercised stock options held by the Named Executive Officers as
of December 31, 2000 and as to the shares acquired and the value realized by
Named Executive Officers who exercised options in 2000.

[Enlarge/Download Table]

Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options
Acquired on Value Realized Options at FY-End 2000 at FY-End 2000 (2)
Name Exercise (#) ($) (1) Exercisable/Unexer. Exercisable/Unexer.
------------------------------- -------------- ---------------- ------------------------ ---------------------

PRWW OPTIONS
Joel Morganroth, M.D. ......... -- -- 13,500/34,000 --/--
Joseph Esposito ............... -- -- 94,000/126,000 $112,500/$168,750
Vincent Renz .................. -- -- 6,000/14,000 13,998/20,997
Robert Brown .................. -- -- 8,760/28,000 1,312/875
Bruce Johnson ................. -- -- 0/70,000 --/--
eRT OPTIONS
Joel Morganroth, M.D. ......... -- -- 0/324,000 --/--
Joseph Esposito ............... -- -- 0/324,000 --/--
Vincent Renz .................. -- -- 0/120,000 --/--
Robert Brown .................. -- -- 0/120,000 --/--
Bruce Johnson ................. -- -- 0/120,000 --/--

------------
(1) Value realized is the difference between the market price of a share of
Common Stock on the date of exercise and the exercise price of the option,
multiplied by the number of shares underlying the option.

(2) Value of unexercised "in-the-money" options is the difference between the
market price of a Common Share on December 31, 2000 and the exercise price
of the option, multiplied by the number of Common Shares underlying the
option.

DEF 14A 14th Page of 22 TOC 1st Previous Next Bottom Just 14th

Stockholder Return Performance Graph

The following graph compares the cumulative total stockholder return on
the Company's Common Stock against the cumulative total return on the NASDAQ
Stock Market (U.S.) Index and NASDAQ Health Service Index for the period
commencing February 3, 1997 and ending December 31, 2000. The graph assumes
that at the beginning of the period indicated, $100 was invested in the
Company's Common Stock and the stock of the companies comprising the NASDAQ
Stock Market (U.S.) Index and the NASDAQ Health Services Index, and that all
dividends, if any, were reinvested.

COMPARISON OF 47 MONTH CUMULATIVE TOTAL RETURN*
AMONG PRWW, LTD., THE NASDAQ STOCK MARKET (U.S.) INDEX
AND THE NASDAQ HEALTH SERVICES INDEX

[Enlarge/Download Table]

Cumulative Total Return
--------------------------------------------------------------------------------------------------
2/3/97 3/97 6/97 9/97 12/97 3/98 6/98 9/98 12/98

PRWW, LTD. 100.00 97.06 63.97 70.59 69.85 32.35 28.68 25.00 26.84
NASDAQ STOCK MARKET (U.S.) 100.00 88.31 104.49 122.16 114.36 133.84 137.54 124.11 161.28
NASDAQ HEALTH SERVICES 100.00 91.89 103.25 112.32 100.97 110.78 100.59 75.56 85.59

[Enlarge/Download Table]

Cumulative Total Return
------------------------------------------------------------------------------------
3/99 6/99 9/99 12/99 3/00 6/00 9/00 12/00

PRWW, LTD. 53.68 37.50 33.82 57.72 92.65 81.62 65.44 44.85
NASDAQ STOCK MARKET (U.S.) 180.87 197.86 202.79 299.73 336.43 292.51 269.19 180.38
NASDAQ HEALTH SERVICES 76.63 94.67 69.95 68.87 71.59 73.05 81.10 94.42

* $100 INVESTED ON 2/3/97 IN STOCK OR ON 1/31/97 IN INDEX - INCLUDING
REINVESTMENT OF DIVIDENDS. FISCAL YEAR ENDING DECEMBER 31.

DEF 14A 15th Page of 22 TOC 1st Previous Next Bottom Just 15th

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information, as of March 15, 2001,
with respect to the beneficial ownership of the Common Stock of the Company by
(i) the Company's directors and Named Executive Officers, (ii) the Company's
directors and executive officers as a group, and (iii) each person known to the
Company to own beneficially more than 5% of the Common Stock.

[Enlarge/Download Table]

Shares
Beneficially Percentage
Name of Beneficial Owner Owned Owned
-------------------------------------------------------------------------- -------------- -----------

Joel Morganroth, M.D. (1) ................................................ 1,018,000 14.6%
LLR Equity Partners, L.P.(2) ............................................. 926,668 13.3
Gilder Gagnon Howe & Co., LLC (3) ........................................ 682,369 9.8
Sanders Morris Harris Inc.(4) ............................................ 608,300 8.7
Sheldon Bonovitz (5) ..................................................... 119,330 1.7
Joseph Esposito (6) ...................................................... 140,700 2.0
James Gale (7) ........................................................... 5,000 *
Arthur Hull Hayes, Jr., M.D. (8) ......................................... 14,402 *
Jerry D. Lee (9) ......................................................... 13,402 *
Howard Ross (10) ......................................................... -- --
John M. Ryan (11) ........................................................ 32,900 *
Vincent Renz (12) ........................................................ 9,650 *
Robert Brown (13) ........................................................ 24,885 *
Bruce Johnson (14) ....................................................... 23,333 *
All directors and executive officers as a Group (12 persons)(15) ......... 1,401,602 19.4

------------
* Less than 1.0%

(1) Includes (i) 495,175 shares directly owned by Dr. Morganroth, as to which
he has sole voting and dispositive power, (ii) 18,000 shares issuable with
respect to options granted pursuant to the Company's 1996 Stock Option
Plan, which are currently exercisable or exercisable within the next sixty
(60) days, (iii) 495,225 shares held in a trust, the trustee of which is
Dr. Morganroth's wife and the beneficiaries of which are Dr. Morganroth's
children, as to which Dr. Morganroth disclaims beneficial ownership, and
(iv) 9,600 shares owned by a pension plan, as to which Dr. Morganroth has
shared voting and dispositive power. Dr. Morganroth's address is 30 S.
17th Street, Philadelphia, PA 19103.

(2) LLR Equity Partners, LP's ("LLR") address is c/o LLR Capital, LP, 1150
First Avenue, Suite 100, King of Prussia, Pennsylvania 19406. Includes
10,000 shares issuable with respect to options granted pursuant to the
Company's 1996 Stock Option Plan, which are currently exercisable or
exercisable within the next sixty (60) days.

(3) Gilder Gagnon Howe & Co., LLC's ("Gilder Gagnon") address is 1775 Broadway,
New York, New York 10019. Information based on filing made with the
Securities and Exchange Commission. The shares reported include 455,444
held in customer accounts over which Gilder Gagnon has discretionary
authority to dispose of or direct the disposition of shares, 211,150
shares held in accounts owned by the members of Gilder Gagnon and their
families, and 15,775 shares held in the account of the profit sharing plan
of Gilder Gagnon.

(4) Sanders Morris Harris' address is 3100 Chase Tower, Houston, Texas 77002.
Includes shares owned by funds indirectly managed by Sanders Morris
Harris. Also includes 5,000 shares issuable with respect to options
granted to funds indirectly managed by Sanders Morris Harris pursuant to
the Company's 1996 Stock Option Plan, which are currently exercisable or
exercisable within the next sixty (60) days.

(5) Includes 10,000 shares issuable with respect to options granted pursuant to
the Company's 1996 Stock Option Plan, which are currently exercisable or
exercisable within the next sixty (60) days. Also includes (i) 13,000
shares owned by Mr. Bonovitz's wife, and (ii) 83,330 shares owned by
trusts as to which Mr. Bonovitz acts as trustee, as to all of which shares
Mr. Bonovitz disclaims beneficial ownership.

DEF 14A 16th Page of 22 TOC 1st Previous Next Bottom Just 16th

(6) Includes 124,000 shares issuable with respect to options granted pursuant
to the Company's 1996 Stock Option Plan, which are currently exercisable
or exercisable within the next sixty (60) days.

(7) Includes 5,000 shares issuable with respect to options granted pursuant to
the Company's 1996 Stock Option Plan, which are currently exercisable or
exercisable within the next sixty (60) days. Excludes shares owned by
Sanders Morris Harris, Inc. for which Mr. Gale is a managing director and
the funds for which Mr. Gale is the chief investment officer.

(8) Includes 14,402 shares issuable with respect to options granted pursuant
to the Company's Stock Option Plans, which are currently exercisable or
exercisable within the next sixty (60) days.

(9) Includes 10,000 shares issuable with respect to options granted pursuant
to the Company's 1996 Stock Option Plan, which are currently exercisable
or exercisable within the next sixty (60) days.

(10) Excludes shares owned by LLR Equity Partners, LP, as to which Mr. Ross is
a partner.

(11) Includes 11,200 shares issuable with respect to options granted pursuant
to the Company's 1996 Stock Option Plan, which are currently exercisable
or exercisable within the next sixty (60) days.

(12) Includes 9,250 shares issuable with respect to options granted pursuant to
the Company's 1996 Stock Option Plan, which are currently exercisable or
exercisable within the next sixty (60) days. Also includes 400 shares
owned by minor children.

(13) Includes 15,885 shares issuable with respect to options granted pursuant
to the Company's Stock Option Plans, which are currently exercisable or
exercisable within the next sixty (60) days.

(14) Includes 23,333 shares issuable with respect to options granted pursuant
to the Company's 1996 Stock Option Plan, which are currently exercisable
or exercisable within the next sixty (60) days.

(15) Includes 241,070 shares issuable upon exercise of options granted pursuant
to the Company's Stock Option Plans, which are currently exercisable or
exercisable within the next sixty (60) days. Excludes shares owned by
Sanders Morris Harris, Inc., for which Mr. Gale is a managing director and
the funds for which Mr. Gale is chief investment officer; and shares owned
by LLR Equity Partners, LP, as to which Mr. Ross is a partner.

Compliance with Section 16(a) of the Securities Exchange Act

Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than 10% of its
Common Stock, to file reports of ownership and changes in ownership of the
Common Stock with the Securities and Exchange Commission ("SEC") and The NASDAQ
Stock Market. Based upon a review of the forms and written representations that
it received, the Company believes that all other filing requirements applicable
to its officers, directors and greater than 10% beneficial owners have been
timely satisfied.

PROPOSAL TO AMEND 1996
STOCK OPTION PLAN
(Proposal No. 2)

At the Annual Meeting the stockholders will be asked to approve an
amendment (the "Amendment") to the Company's 1996 Stock Option Plan (the
"Option Plan"), in order to reserve an additional 300,000 shares of Common
Stock for issuance thereunder.

Description of the Option Plan

The Option Plan authorizes the grant of options to acquire shares of the
Company's Common Stock, which options may be granted to employees and directors
of, and others providing services to or having a relationship with, the Company
and its subsidiaries. Such options may be incentive stock options ("ISO's")
within the meaning of the Internal Revenue Code of 1986, as amended, or options
that do not qualify as ISO's ("Non-Qualified Options").

The Plan is administered by a Committee of the Board of Directors (the
"Committee") consisting of not less than two directors of the Company. The
Committee has full power and authority to interpret the provisions, and
supervise the administration, of the Option Plan. It determines, subject to the
provisions of the Option Plan, to whom options are granted, the number of shares

DEF 14A 17th Page of 22 TOC 1st Previous Next Bottom Just 17th

of Common Stock subject to each option, whether an option shall be an ISO or a
Non-Qualified Option and the period during which each option may be exercised.
In addition, the Committee determines the exercise price of each option, subject
to the limitations provided in the Option Plan.

The exercise price per share of any ISO granted under the Plan may not be
less than 100% of the fair market value per share of Common Stock on the date
of grant (110% of such fair market value if the grantee owns stock representing
more than 10% of the combined voting power of all classes of the Company's
stock). The aggregate fair market value (determined as of the time such option
is granted) of the Common Stock for which any employee may have ISO's which
become exercisable for the first time in any calendar year may not exceed
$100,000.

ISO's may have an exercise option period of up to 10 years (five years for
optionees who own more than 10% of the total combined voting power of all
classes of stock of the Company or its parent or any subsidiary corporation).
Non-Qualified Options have an exercise option period as specified by the
Committee at the time of grant, except for the fixed Director option grants
discussed below, which have a term of ten years.

The Option Plan provides that upon termination of employment of the
optionee for any reason other than death or disability, the right to exercise
the option (to the extent otherwise exercisable) will terminate within three
months following cessation of employment. In the event of termination of
employment due to death or disability, the same provisions apply except that
the period of time for exercise is one year.

In addition, the Option Plan provides for the following automatic, fixed
grants to Directors: (a) to each Outside Director (as defined), a one-time
option for 5,000 shares upon initial election to the Board; and (b) to each
Outside Director who is a member of the Board of Directors following any Annual
Meeting, an annual option for 5,000 shares to be granted on the date of the
Annual Meeting, provided that an Outside Director first elected to the Board of
Directors at such Annual Meeting or within six months prior thereto shall not
be eligible for an annual grant in that year. Each such fixed option grant
constitutes a Non-Qualified Option and has an exercise price equal to the fair
market value on the date of grant, expires on the earlier to occur of ten years
after the date of grant or three months after the individual ceases to be a
director for whatever reason, vests immediately at the date of grant,
automatically terminates three months after the Outside Director ceases for
whatever reason to be a member of the Board of Directors and may not be sold,
pledged or otherwise disposed of until at least six months and one day after
the date of grant.

The options granted pursuant to the Option Plan are not transferable
except in the event of death. No options may be granted under the Option Plan
after November 18, 2006.

Proposed Amendment

The Option Plan was originally adopted in 1996, and a total of 500,000
shares of the Company's Common Stock was reserved for issuance thereunder,
which was subsequently increased with stockholder approval by an additional
600,000 shares. The Amendment, if approved at the Annual Meeting, will reserve
an additional 300,000 shares of Common Stock for issuance under the Option
Plan. The Board believes that the number of shares remaining available for
issuance will be insufficient to achieve the purpose of the Option Plan over
the term of the Plan unless the additional shares are authorized.

Certain United Federal Income Tax Information

If an option granted under the Stock Option Plan is an ISO, the optionee
will recognize no income upon grant of the ISO and will incur no tax liability
due to the exercise unless the optionee is subject to the alternative minimum
tax. The Company will not be allowed a deduction for federal income tax
purposes as a result of the exercise of an ISO regardless of the applicability
of the alternative minimum tax. Upon the sale or exchange of the shares at
least two years after grant of the ISO and one year after exercise by the
optionee, any gain (or loss) will be treated as long-term capital gain (or
loss). If these holding periods are not satisfied, the optionee will recognize
ordinary income equal to the difference between the exercise price and the
lower of the fair market value of the stock at the date of the option exercise
or the sale price of the stock. A different rule for measuring ordinary income
upon such premature disposition may apply if the optionee is subject to Section
16 of the Securities Exchange Act of 1934. The Company will be entitled to a

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deduction in the same amount as the ordinary income recognized by the optionee.
Any gain (or loss) recognized on such a premature disposition of the shares in
excess of the amount treated as ordinary income will be characterized as capital
gain (or loss).

All options that do not qualify as ISOs are taxed as Non-Qualified
Options. An optionee will not recognize any taxable income at the time he or
she is granted a Non-Qualified Option. However, upon the exercise of a
Non-Qualified Option, the optionee will recognize ordinary income measured by
the excess of the then fair market value of the shares over the option price.
In certain circumstances, where the shares are subject to a substantial risk of
forfeiture when acquired or where the optionee is subject to Section 16 of the
Exchange Act, the date of taxation may be deferred unless the optionee files an
election with the Internal Revenue Service under Section 83(b) of the Code. The
income recognized by an optionee who is also an employee of the Company will be
subject to tax withholding by the Company by payment in cash or out of the
current earnings paid to the optionee. Upon resale of such shares by the
optionee, any difference between the sales price and the exercise price, to the
extent not recognized as ordinary income as provided above, will be treated as
capital gain (or loss). The Company will be entitled to a tax deduction in the
same amount as the ordinary income recognized by the optionee with respect to
shares acquired upon exercise of a Non-Qualified Option.

New Plan Benefits

No determination has been made with respect to future recipients of
options under the Option Plan and it is not possible to specify the names or
positions of the individuals to whom options may be granted in the future or
the number of shares to be covered by such options.

Vote Required

The Amendment to the Option Plan requires the affirmative vote of the
holders of not less than a majority of the votes cast on the proposal. Broker
nonvotes and abstentions are counted for the purposes of determining the
presence or absence of a quorum. Abstentions will be counted in the tabulations
of the votes cast on the proposal, whereas broker nonvotes will not be counted
for purposes of determining whether the proposal has been approved.

Management recommends a vote "FOR" the Amendment to the 1996 Stock Option Plan.

PROPOSAL TO AMEND THE COMPANY'S
RESTATED CERTIFICATE OF INCORPORATION
CHANGING ITS CORPORATE NAME
(Proposal No. 3)

The Board of Directors proposes that the stockholders approve the
amendment of Article I to the Company's Restated Certificate of Incorporation
to read in its entirety as follows:

"Article I: The name of the Corporation is
eResearchTechnology, Inc."

Effective January 1, 2000, the Company transferred its operating assets to
a newly formed subsidiary named eResearchTechnology, Inc. Since substantially
all of the Company's business operations are now conducted through its
subsidiary, the Company believes that changing its name to
"eResearchTechnology, Inc." will more accurately reflect the nature of its
business and will create less confusion in the commercial and financial
markets. If the proposed amendment is approved, the subsidiary will change its
name, but the Company and its subsidiary will conduct business under the name
"eResearchTechnology, Inc."

Management expects the formal implementation of the name change with the
Delaware Secretary of State to be completed promptly after stockholder
approval; however, transitional uses of the "PRWW" name by the Company may
continue for a brief period. There will be no adverse tax consequences
associated with the name change and implementation costs during fiscal year
2001 are not expected to be material.

Vote Required

This amendment to the Restated Certificate of Incorporation requires the
affirmative vote of the holders of a majority of the outstanding shares of
Common Stock. Broker nonvotes and abstentions are counted for the purposes of

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determining the presence or absence of a quorum. Since abstentions and broker
nonvotes are not counted as votes in favor of the proposal, and since a majority
vote of all outstanding shares is required, they have the same effect as votes
cast against the proposal.

Management recommends a vote "FOR" the Amendment to the Restated Certificate of
Incorporation.

INDEPENDENT AUDITORS
(Proposal No. 4)

Upon the recommendation of its Audit Committee, the Board of Directors has
designated Arthur Andersen LLP to be the independent auditors for the year
ending December 31, 2001. The Board of Directors will offer a resolution at the
Annual Meeting to ratify this designation. Approval of the proposal will
require the favorable vote of a majority of the stockholders present in person
or by proxy and voting at the Annual Meeting. It is anticipated that
representatives of Arthur Andersen LLP will be present at the meeting to
respond to appropriate questions and, if they desire, to make a statement.

During 2000, the Company retained Arthur Andersen LLP to provide services
in the following categories and amounts:

[Download Table]

Audit $100,000
Tax return preparation and miscellaneous tax assistance 32,000
Quarterly reviews and other miscellaneous consulting 76,000
Work associated with eResearchTechnology's initial public offering 439,000
Financial Information Systems Design and Implementation 0

The Audit Committee has considered the above non-audit services and has
determined that the provision thereof is compatible with maintaining auditor
independence.

STOCKHOLDER PROPOSALS

Stockholder proposals intended to be considered at the 2002 Annual Meeting
of Stockholders must be received by PRWW no later than November 20, 2001. Such
proposals may be included in next year's proxy statement if they comply with
certain rules and regulations promulgated by the Securities and Exchange
Commission.

In accordance with Rule 14a-4(c) promulgated by the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended, the holders of proxies solicited by the Board of Directors in
connection with the 2002 Annual Meeting may vote such proxies in their
discretion on certain matters as more fully described in such rule, including
without limitation on any matter coming before the meeting as to which the
Company does not have notice on or before February 3, 2002.

The Board knows of no other matters which may be presented for action at
the meeting. However, if any other matter properly comes before the meeting,
the proxy holders will vote in accordance with their judgment on such matter.

Stockholders are urged to vote, sign and return the enclosed form of proxy
promptly in the enclosed envelope.

By Order of the Board of Directors,

/s/ BRUCE JOHNSON
-------------------------
BRUCE JOHNSON
Senior Vice President,
Chief Financial Officer
and Secretary
March 20, 2001

DEF 14A 20th Page of 22 TOC 1st Previous Next Bottom Just 20th

APPENDIX

PRWW, LTD.

Audit Committee Charter

The Board of Directors of PRWW, LTD. ("PRWW") hereby establishes an Audit
committee with authority, responsibility, and specific duties as described in
the following text.

COMPOSITION

The Committee shall be comprised of at least three Directors who are
independent of management and free from relationships that, in the opinion of
the Board of Directors, would interfere with their exercise of independent
judgement as a committee member. One of the members shall be designated
Committee Chairman by the full board. All members of the Committee should be
generally knowledgeable in financial and auditing matters and at least one
member should have significant accounting or financial expertise.

AUTHORITY

The Audit Committee is granted the authority to investigate any activity
of the Company that may have a financial impact or involves financial
reporting. All employees are directed to cooperate as requested by members of
the Committee. The Committee is empowered to retain persons having special
competence as necessary to assist the Committee in fulfilling its
responsibility.

RESPONSIBILITY

The Audit Committee recommends to the Board of Directors the engagement
and discharge of the independent auditors. It is the Board's principal agent in
assuring the independence of the company's auditors, the integrity of
management, an adequate control environment, and the adequacy of disclosures to
stockholders. The committee serves as the focal point for communication among
non-committee Directors, the independent auditors, and PRWW's management, as
their duties relate to financial accounting, reporting, and financial controls.
The Audit Committee should have a clear understanding with the independent
auditors that they must maintain an open relationship with the Committee, and
that the ultimate accountability of the independent auditors is to the Board of
Directors and the Audit Committee, as representatives of shareholders. The
Audit Committee is to assist the Board of Directors in fulfilling its fiduciary
responsibilities as to accounting policies and reporting practices of PRWW and
its subsidiaries and the sufficiency of auditing relative to these policies and
practices. The opportunity for the independent auditors to meet with the entire
Board of Directors as needed is not to be restricted.

ATTENDANCE

A majority of members of the Audit Committee must be present, in person or
by telephone, at all formal meetings. However, subcommittees of one or more
members may be formed to handle specific projects. As necessary or desirable,
the Committee Chairman may request that members of management, the Company's
financial and accounting personnel, outside counsel, and representatives of the
independent auditors be present at a meeting of the Committee, as well as any
other persons deemed necessary to assist the Committee in exercising its
responsibilities.

MINUTES

A summary of each meeting is to be presented to all Directors.

SPECIFIC DUTIES

The Audit Committee is to:

1. Recommend to the Board of Directors the retention or replacement of the
independent auditors, on an annual basis.

A-1

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2. Inform the independent auditors and management that the auditors are
ultimately accountable to the Board and the Audit Committee; the auditors
and the committee may communicate with each other at all times; and the
Committee Chairman may call a meeting whenever he or she deems it
necessary.

3. Obtain a written statement from the independent auditors delineating any
relationships with the Company or any other matters that might affect
their independence.

4. Review with the Company's management, independent auditors, and financial
and accounting personnel the adequacy and effectiveness of the accounting
and financial controls, and the financial reporting controls of the
Company.

5. Have familiarity with the accounting and reporting principles and general
practices applied by the Company in preparing its financial statements.
Further, the Committee is to make, or cause to be made, all necessary
inquiries of management and the outside auditors concerning established
standards of corporate conduct and performance, and deviations from these
standards.

6. Obtain independent auditors latest peer review report.

7. Review, prior to the annual audit, the scope and extent of the independent
auditor's planned examination, including the engagement letter. The
auditor's fees are to be arranged with management and annually summarized
for the committee. The review should entail an understanding from the
auditors of the factors considered in determining the audit scope,
including:

o Industry and business risk characteristics of the Company

o External reporting requirements

o Materiality of the various segments of the Company's consolidated
activities

o Quality of internal controls

o Other areas to be covered during the audit engagement.

8. Review with management the extent of non-audit services planned or recently
provided by the independent auditors, in relation to the objectivity
needed in the audit.

9. Review with management and the independent auditors, upon completion of
their audit, financial results for the year. This review is to encompass:

o The Company's annual report to shareholders and Form 10-K, including
management's Discussion of the Results of Operations, and the financial
statement and supplemental disclosures required by generally accepted
accounting principles, the Securities and Exchange Commission, and the
NASDAQ.

o Significant transactions not a normal part of the Company's operations.

o Significant changes, if any, in management estimates.

o Changes, if any, during the year in the Company's accounting principles
or their application.

o Areas of the Company's financial statements requiring significant
management judgement.

o Significant adjustments proposed by management and/or the auditors.

o The independent auditor's assessment of the quality of the Company's
accounting principles and underlying estimates used.

10. Review and approve the quarterly financial results of the Company and its
10-Q reports prior to filing.

11. Arrange for timely receipt from management its reports on Form 8-K and any
other correspondence with the SEC.

12. Evaluate the cooperation received by the independent auditors during their
audit examination, including their access to all requested records, data,
and information. Also, elicit the comments of management regarding the

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responsiveness of the auditors to the Company's needs. Inquire of the
auditors whether there have been any disagreements with management, which if
not satisfactorily resolved would have caused them to modify their report on
the Company's financial statements.

13. Review the quality and adequacy of the Company's financial and accounting
personnel including discussions with independent auditors.

14. Discuss with the independent auditors any relevant recommendations, which
the auditors may have (including those in their annual "Management Letter"
and/or "Report to the Audit Committee"). Topics to be considered during
this discussion include improving internal financial controls, selection
of accounting principles, and management reporting systems. Review written
responses of management to the "Management Letter" and ensure that all
disagreements are promptly resolved.

15. Apprise the Board of Directors, through minutes and special presentations,
as necessary, of significant development in the course of performing the
above duties.

16. Recommend to the Board of Directors any appropriate extensions or changes
in the duties of the Committee.

17. Inquire as to the independence of the independent auditors and obtain from
the independent auditors, at least annually, a formal written statement
delineating all relationships between the independent auditors and the
Company as contemplated by Independence Standards Board Standard No. 1,
Independence Discussions with Audit Committees (SAS No. 1), as may be
modified or supplemented.

This charter should be approved by the Board of Directors and updated
annually.

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This DEF 14A Filing	Date	First	Last	Other Filings

	2/3/97	14
	12/31/98	10		10-K
	12/31/99	10		10-K/A, 8-K, 10-K
	1/1/00	18
	12/31/00	7	14	10-K
	3/1/01	5</

Eresearchtechnology Inc/DE · DEF 14A · For 4/24/01

Filed On 3/20/01 3:00pm ET · SEC File 0-29100 · Accession Number 950116-1-459

Definitive Proxy Solicitation Material · Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Definitive Proxy Solicitation Material · Schedule 14A
Filing Table of Contents