Item 8.01. Other Events
On September 16, 2020, the Company issued a press release announcing the pricing
of a secondary offering of shares of its common stock, par value $0.01 per
share, held by certain selling stockholders of the Company (the "Offering"). A
copy of this press release is attached as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). These statements often include words such as "anticipate,"
"expect," "suggest," "plan," "believe," "intend," "project," "forecast,"
"estimates," "targets," "projections," "should," "could," "would," "may,"
"might," "will," and other similar expressions, including forward-looking
statements about the impact from the novel coronavirus disease (the "COVID-19
pandemic"), relating to the Offering. Although we believe that these
forward-looking statements are based on reasonable assumptions at the time they
are made, actual results might differ materially from those expressed in these
forward-looking statements. Factors that might materially affect such
forward-looking statements include: the magnitude, continued duration,
geographic reach and ongoing impact on the global economy and capital and credit
markets of the COVID-19 pandemic; the current and uncertain future impact from
the COVID-19pandemic on our business, growth, reputation, prospects, financial
condition, results of operations (including components of our financial
results), cash flows and liquidity; the fragmented and highly competitive nature
of the drug development services industry; changes in trends in the
biopharmaceutical industry, including decreases in research and development
spending and outsourcing; our ability to keep pace with rapid technological
changes that could make our services less competitive or obsolete; the U.S. and
international healthcare industry is subject to political, economic and/or
regulatory influences and changes, such as healthcare reform, all of which could
adversely affect both our customers' and our businesses; any failure of our
backlog to accurately predict or convert into future revenue; the fact that our
customers can terminate, delay or reduce the scope of our contracts with them
upon short notice or with no notice; the impact of industry, customer and
therapeutic area concentration; our ability to accurately price our contracts
and manage our costs associated with performance of such contracts; any failures
in our information and communication systems, including cybersecurity breaches,
impacting us or our customers, clinical trial participants or employees; any
failure to perform services in accordance with contractual requirements,
regulatory standards and ethical standards; our ability to recruit, retain and
motivate key personnel, including the loss of any key executive who becomes
seriously ill with COVID-19; our ability to attract suitable investigators or
enroll a sufficient number of patients for our customers' clinical trials; any
failure by us to comply with numerous privacy laws; our dependence on third
parties for critical goods and support services, including a significant impact
from the COVID-19 pandemic on our suppliers; our dependence on our technology
network, and the impact from upgrades to the network; any violation of laws,
including laws governing the conduct of clinical trials or other
biopharmaceutical research, and anti-corruption laws, such as the U.S. Foreign
Corrupt Practices Act and the United Kingdom Bribery Act of 2010; competition
between our existing and potential customers and the potential negative impact
on our business; our management of business restructuring transactions and the
integration of acquisitions; risks related to the drug development services
industry that could result in potential liability that could affect our
business, reputation and financial condition; any failure of our insurance to
cover the potential liabilities, including indemnification obligations,
associated with the operation of our business and provision of services; our use
of biological and hazardous materials, which could violate law or cause injury
or death, resulting in liability; disruptions to our operations by the
occurrence of a natural disaster, pandemic (such as the COVID-19 pandemic) or
other catastrophic events; international or U.S. economic, currency, political
and other risks, such as the COVID-19 pandemic; economic conditions and
regulatory changes relating to the United Kingdom's exit from the European
Union; any inability to adequately protect our intellectual property or the
security of our systems and the data stored therein; consolidation amongst our
customers, and the potential for rationalization of the combined drug
development pipeline, resulting in fewer products in clinical development; any
patent or other intellectual property litigation we might be involved in;
changes in tax laws, such as U.S. tax reform, or interpretations of existing tax
laws; our investments in third parties, which are illiquid and subject to loss;
the substantial value of our goodwill and intangible assets, which we might not
fully realize, resulting in impairment losses; difficult and volatile conditions
in the capital and credit markets and in the overall economy, including those
caused by the COVID-19pandemic; risks related to our indebtedness; risks related
to ownership of our common stock; the significant influence certain stockholders
have over us; and other factors beyond our control. These cautionary statements
should not be construed by you to be exhaustive and are made only as of the date
hereof. We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Press Release entitled "PPD Announces Pricing of Secondary Offering
of Shares of Common Stock"
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