UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT~~Report

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(Dd) OFof ~~THE~~the

~~SECURITIES~~Securities ~~AND~~Exchange ~~EXCHANGE~~Act ~~ACT OF~~of 1934

Date of Report (Date of earliest event reported): ~~June 22~~July 3, 2012

eResearchTechnology, Inc.

(Exact ~~Name~~name of Registrant as ~~Specified~~specified in Charter)

Delaware	0-29100	22-3264604
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1818 Market Street, Philadelphia, Pennsylvania		19103
1818 Market Street Philadelphia, PA		19103
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (215-) 972-0420

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former ~~address~~Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the ~~registrant~~Registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~INTRODUCTORY ~~5.07~~NOTE ~~Submission of Matters to a Vote of Security Holders.~~

~~On June 22, 2012, eResearchTechnology, Inc., a Delaware corporation (the “Company”), convened a special meeting of its stockholders (the “Meeting”).~~ The ~~Meeting~~Merger ~~was called for the following purposes:~~

~~(1)~~On ~~Merger~~July ~~Proposal.~~3, To2012 ~~consider~~(the ~~and~~“Effective Time”), ~~vote~~pursuant onto athe ~~proposal~~terms toof ~~adopt~~ the Agreement and Plan of Merger (the “Merger Agreement”), dated as of April 9, 2012, byamong ~~and~~eResearchTechnology, ~~among~~Inc., ~~the~~a Delaware corporation (the “Company”), Explorer Holdings, Inc., a Delaware corporation (“Parent”), and Explorer Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (~~which~~“Merger Sub”), ~~along~~Merger ~~with~~Sub ~~Parent,~~was ismerged anwith ~~affiliate~~and ofinto ~~Genstar~~the ~~Capital~~Company, ~~LLC),~~with ~~pursuant~~the toCompany ~~which~~being ~~each~~the ~~share~~surviving ofcorporation (the ~~Company’s~~“Merger”). ~~common~~Upon ~~stock~~completion ~~outstanding~~of atthe Merger, the ~~effective~~Company ~~time~~became an wholly-owned subsidiary of ~~the~~Parent. Parent ~~merger~~is ~~will~~affiliated bewith ~~converted~~Genstar ~~into~~Capital ~~the~~LLC ~~right~~(“Genstar”), toa ~~receive~~private $8equity firm.00 inThe ~~cash~~Merger Agreement and the transactions contemplated thereby, including the Merger, were approved by the Company’s ~~will~~stockholders ~~become~~at a special ~~wholly-owned~~meeting ~~subsidiary~~ of ~~Parent (~~the ~~“Merger”);~~stockholders held on June 22, 2012.

At the Effective Time and as a result of the Merger, each share of common stock, par value $0.01 per share (2the “Common Stock”), ~~Advisory~~of ~~Vote~~the onCompany ~~Golden~~issued ~~Parachute~~and ~~Compensation~~outstanding immediately prior to the Effective Time of the Merger (other than shares of Common Stock owned by Parent, Merger Sub or any subsidiary of Parent or by the Company or any of the Company’s subsidiaries or by persons who properly exercised appraisal rights under Delaware law) was converted into the right to receive $8.00 Toin ~~consider~~cash, ~~and~~without ~~cast~~interest aand ~~nonbinding~~less ~~advisory~~any applicable ~~vote~~withholding ontaxes (the “~~golden~~Merger ~~parachute~~Consideration”), ~~compensation~~and ~~that~~all ~~may~~such beshares ~~payable~~of Common Stock were automatically cancelled and retired and ceased to exist. In addition, each holder of a stock option that was issued under the terms of the Company’s ~~named~~1996 ~~executive~~Stock ~~officers~~Option inPlan, ~~connection~~as ~~with~~amended, or the ~~Merger~~Company’s Amended and Restated 2003 Equity Incentive Plan, as ~~reported~~amended on(the “Company Stock Plans”) and which was outstanding at the ~~Golden~~Effective ~~Parachute~~Time (each, ~~Compensation~~an ~~Table~~“Option”) received, in consideration of the cancellation of all such Options held by such option holder, a cash payment per share equal to the difference between the per share merger consideration and the exercise price of the Option, multiplied by the number of shares subject to that Option. Each restricted stock award under the Company Stock Plans which was outstanding at the Effective Time became free of any restrictions and converted into a right to receive a cash payment equal to the per share merger consideration for each outstanding share of the Company’s ~~definitive~~Common ~~proxy~~Stock. ~~statement~~The ~~filed~~Company’s named executive officers and certain other officers waived their right to receive payment in connection with the ~~Securities~~Merger with respect to Options and ~~Exchange~~shares ~~Commission~~of restricted stock granted to them on ~~May~~February 2128, 2012;. ~~and~~

~~(3)~~The descriptions ~~Adjournment~~contained ~~Proposal.~~in Tothis ~~consider~~Current Report on Form 8-K of the Merger Agreement and ~~vote~~the ~~upon~~transactions acontemplated ~~proposal~~thereby toare ~~approve~~not ~~one~~complete orand ~~more~~are ~~adjournments~~qualified ofin their entirety by the ~~Meeting,~~full ifand ~~necessary~~complete ortext ~~appropriate~~of the Merger Agreement, towhich ~~solicit~~is incorporated ~~additional~~by ~~proxies~~reference to ~~approve~~Exhibit 2.1 of the ~~proposal~~Company’s toCurrent ~~adopt~~Report ~~the~~on ~~Merger~~Form ~~Agreement~~8-K filed on July 9, 2012.

~~Only stockholders of record as of the close of business on May~~Item ~~18, 2012, were entitled to vote at the Meeting~~3.01 AtNotice ~~the Meeting, 38,300,693 shares~~ of ~~common~~Delisting ~~stock of the Company were represented in person~~ or byFailure ~~proxy and entitled~~ to ~~vote,~~Satisfy ~~constituting~~ a ~~quorum~~Continued ~~for~~Listing ~~the~~Rule ~~purposes~~or Standard; Transfer of ~~the vote~~Listing.

In connection with the closing of the Merger, the Company notified The ~~final~~NASDAQ ~~voting~~Global ~~results~~Select Market (“NASDAQ”) on July 3, 2012 that the Merger was consummated, and trading of the Company’s common stock on NASDAQ has been suspended. NASDAQ has filed a delisting application on Form 25 with ~~respect~~the Securities and Exchange Commission (the “SEC”) to report that the ~~Merger~~shares ~~Proposal~~of the Company’s common stock are ~~set~~no ~~forth~~longer ~~below:~~listed on NASDAQ. The Company intends to file a certification on Form 15 with the SEC requesting that the Company’s reporting obligations under Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended, be suspended.

For		Against		Abstain		Broker Non-Votes
38,011,054		265,690		23,949		—

Item 3.03 Material Modifications to Rights of Security Holders.

~~The~~In ~~final~~the ~~voting~~Merger, ~~results~~each share of the Company’s common stock issued and outstanding immediately prior to the Effective Time of the Merger (other than shares of Common Stock owned by Parent, Merger Sub or any subsidiary of Parent or by the Company or any of the Company’s subsidiaries or by persons who properly exercised appraisal rights under Delaware law) was cancelled and automatically converted into the right to receive $8.00 in cash, without interest. Holders of the Company’s Common Stock that were issued and outstanding prior to the Effective Time of the Merger ceased to have any rights with respect to such securities (other than their right to receive the ~~Advisory~~merger ~~Vote~~consideration, onas ~~Golden~~applicable), ~~Parachute~~nor ~~Compensation~~do ~~are~~they have any interest in the Company’s future earnings or growth. The information set forth ~~below:~~ under the heading “Introductory Note” relating to the Merger is incorporated herein by reference.

For		Against		Abstain		Broker Non-Votes
33,251,247		4,300,975		748,471		—

The final voting results with respect to the Adjournment Proposal are set forth below:

For		Against		Abstain		Broker Non-Votes
35,883,338		2,384,654		32,701		—

The consummation of the Merger is subject to the satisfaction of closing conditions set forth in the Merger Agreement and discussed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on May 21, 2012.

Item 8.01 Other Events.

On June 22, 2012, the Company issued a press release announcing that the Merger Proposal was approved by the Company’s stockholders. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The Exhibit Index attached hereto is incorporated herein by reference.

Safe Harbor for Forward-Looking Statements

This current report, and the information incorporated by reference herein, contains forward-looking statements as defined by the federal securities laws, which are based on the Company’s current expectations and assumptions. These forward-looking statements involve known and unknown risks and uncertainties that may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements. Important factors that may cause or contribute to such differences include uncertainties as to the timing of the closing of the Merger; the possibility that various closing conditions for the consummation of the merger may not be satisfied or waived; the risk that the market price of the Company’s common stock may decline if the Merger is not completed or is delayed; the impact of the announcement or the closing of the Merger on the Company’s relationships with its employees, existing customers or potential future customers; the ability of Genstar Capital, LLC to successfully integrate the Company’s operations and employees; the ability to realize anticipated benefits of the proposed Merger; and such other factors as are set forth in the risk factors detailed from time to time in the Company’s periodic reports and registration statements filed with the SEC including, without limitation, the risk factors detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011. The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the ~~registrant~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Number		Description of Document
99.1		Press Release dated June 22, 2012 of eResearchTechnology, Inc.

eResearchTechnology, Inc.

Date: July 9, 2012

eResearchTechnology, Inc.

Date: June 22, 2012

/s/ Keith D. Schneck

/s/ Keith D. Schneck

Keith D. Schneck

Executive Vice President, Chief Financial Officer and Secretary

Filing Compare · ERESEARCHTECHNOLOGY INC /DE/