================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 COVALENT GROUP, INC. (Exact name of registrant as specified in its charter) Date of Report (Date of earliest event reported): March 4, 2005 DELAWARE 0-21145 56-1668867 ---------------------------- ------------------------ ------------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation Identification No.) One Glenhardie Corporate Center 1275 Drummers Lane Suite 100 Wayne, PA 19087 ------------------------------------------------- (Address of principal executive offices/Zip Code) (610) 975-9533 -------------------------------------------------- Registrant's telephone number, including area code Not Applicable ------------------------------------------------------------- (Former name or former 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 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 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS On March 4, 2005, Covalent Group, Inc. issued a press release announcing the resignation of a director, Thomas E. Hodapp. Mr. Hodapp's resignation letter contained no disagreement with management concerning any matter relating to the Company's operations, policies or practices. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits 99.1 Covalent Group, Inc. Press Release dated March 4, 2005 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 4, 2005 COVALENT GROUP, INC. By: /s/ Lawrence R. Hoffman ---------------------------- Lawrence R. Hoffman Executive Vice President and Chief Financial Officer INDEX TO EXHIBITS Number Description ------ ------------------------------------------------------ 99.1 Covalent Group, Inc. Press Release dated March 4, 2005