UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~October 928, 2010

ReSearch Pharmaceutical Services, Inc.

(Exact name of registrant as specified in its charter)


Delaware	000-52981	20-4322769

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


520 Virginia Drive, Fort Washington, PA		19034

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (215) 540-0700

N/A

(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:

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

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

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

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

Item 51.0301 ~~Amendment~~Entry tointo ~~Articles~~a ofMaterial ~~Incorporation~~Definitive ~~or Bylaws; Change in Fiscal Year~~Agreement.

On ~~August~~October 928, 2010, ~~our~~we ~~Board~~entered ofinto ~~Directors~~an ~~approved~~Amended aand ~~series~~Restated ofEmployment ~~amendments~~Agreement to(the ~~our restated bylaws,~~“Employment ~~effective~~Agreement”) aswith ofSteven ~~August 9~~Bell, ~~2010.~~our ~~The~~Executive ~~amendments~~Vice toPresident, ~~the~~Finance ~~bylaws~~and ~~change~~Chief ~~the~~Financial ~~name~~Officer, effective onimmediately, ~~our~~and ~~bylaws~~superseding ~~from Cross~~and ~~Shore~~preempting ~~Acquisition~~all ~~Corporation~~prior toemployment ~~ReSearch~~agreements. ~~Pharmaceutical~~The Compensation ~~Services,~~Committee ~~Inc.~~of toour ~~reflect~~Board ~~the~~of ~~name change~~Directors ~~made~~(the to“Compensation ~~our~~Committee”) ~~certificate~~approved ofthe Employment ~~incorporation~~Agreement inprior ~~August 2007.~~to Inits ~~addition:~~execution.

•Under ~~Article~~the IIEmployment Agreement, ~~Section~~Mr. Bell 3will ~~and~~continue ~~Article VIII of the bylaws were amended~~ to ~~clarify~~serve ~~and~~as ~~conform~~our ~~the~~Executive ~~required~~Vice ~~vote~~President, Finance ~~under which stockholders can call a special meeting~~ and byChief ~~which~~Financial ~~stockholders~~Officer ~~can~~until ~~vote to amend the bylaws~~April 26, ~~respectively~~2011, ~~to the General Corporation Law of the State of Delaware (the “DGCL”)~~ and ~~with~~his ~~other~~employment ~~provisions~~term ofwill ~~the~~be automatically ~~bylaws;~~renewed •for ~~Article~~successive ~~II,~~one ~~Section~~year 9periods ofthereafter ~~the~~unless ~~bylaws was amended to delete Section 9(b), which automatically~~ terminated ~~under its own terms~~ in ~~October~~writing ~~2009~~by ~~when~~us or ~~our~~Mr. Bell. ~~warrants~~During ~~were delisted from~~ the ~~Alternative~~term ~~Investment Market~~ of ~~the~~his ~~London Stock Exchange (“AIM”) following stockholder approval of the delisting of our common stock from AIM in September 2009~~employment, ~~and~~Mr. Bell ~~Section~~shall ~~9(a)~~be ~~was~~entitled ~~amended~~ to ~~delete~~receive ~~references~~a tobase salary ~~Section~~of ~~9(b); • Article III~~$310,000 ~~Section~~per 7year ofor ~~the~~such ~~bylaws~~higher ~~was~~rate ~~amended~~as ~~to increase~~ the ~~notice~~Compensation ~~period~~Committee ~~for~~may ~~meetings of our Board of Directors and to refer to more modern means of communication amongst our directors; • Article IV~~determine, ~~Sections 4, 5,~~ and Mr. Bell 6is ofeligible ~~the bylaws were amended~~ to ~~distinguish~~participate ~~the~~in ~~different~~all ~~roles~~benefit ~~and~~plans ~~duties~~offered ofby ~~the~~us ~~Chairman of the Board of Directors, the Chief Executive Officer, and the Chief Operating Officer; • Article V, Sections 1, 4, and 6 were amended~~ to ~~permit shares of~~ our ~~stock~~executives ~~to be represented by certificates~~ or employees ~~by uncertificated shares evidenced by a book-entry system maintained by our registrar~~generally, and to ~~permit~~receive ~~the~~an ~~transfer~~annual ~~and~~bonus ~~regulation of such transfer of shares~~ in aan ~~book-entry~~amount ~~system;~~as ~~and~~determined •by ~~Article VI, Sections 1, 3, 4, and 5 were amended to conform to amendments to~~ the ~~DGCL with regards to the indemnification of directors and officers~~Compensation Committee.

~~The~~Other ~~foregoing~~than ~~description~~in the event of a Change of Control (as defined in the ~~amendments~~Employment toAgreement), ~~our~~if ~~restated~~we terminate ~~bylaws~~Mr. Bell’s isemployment ~~qualified~~without Cause (as defined in ~~its~~the ~~entirety by~~Employment ~~reference~~Agreement) or by electing to not renew the ~~full~~Employment ~~text~~Agreement prior to the end of the ~~Amended~~initial term or any renewal thereof, or Mr. Bell terminates his employment for Good Reason (as defined in the Employment Agreement), Mr. Bell will be entitled to receive his base salary and ~~Restated~~benefits ~~By-Laws~~for a period of ~~ReSearch~~18 months ~~Pharmaceutical~~following termination, as well as any earned but unpaid bonus. In the event of a Change of ~~Services~~Control, ~~Inc~~if Mr. Bell is terminated without Cause or terminates his employment for Good Reason, ~~attached~~Mr. Bell ~~hereto~~will be entitled to receive his base salary and benefits for a period of 24 months following termination, as ~~Exhibit~~well as any earned but unpaid bonus. If the Employment Agreement is terminated by us for Cause, by Mr. 3Bell without Good Reason, or due to Mr.1 Bell’s death or permanent disability, Mr. Bell is entitled to receive his base salary through the date of termination.

The Employment Agreement contains customary agreements and representations by Mr. Bell regarding confidentiality, assignment of inventions, and non-competition.

The foregoing description of the Employment Agreement is qualified in its entirety by reference to the Employment Agreement, attached hereto as Exhibit 10.1.


Item 1.02		Termination of a Material Definitive Agreement.

The information contained in Item 1.01 above is herein incorporated by reference.


Item 5.02		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 9, 2010, the Compensation Committee of our Board of Directors approved the grant of an option to purchase 100,000 shares of our common stock and the issuance of 40,000 shares of restricted common stock to Steven Bell, our Executive Vice President, Finance and Chief Financial Officer. Unless the vesting schedule of the stock option accelerates upon a Change of Control or Termination of Service (except a Termination of Service for Cause, as those terms are defined in our 2007 Equity Incentive Plan), one-third of the stock option vests and becomes exercisable on August 9, 2011, and 8.33% of the option vests and becomes exercisable every 90 days thereafter until the option becomes fully vested and exercisable. The exercise price per share of Mr. Bell’s stock options equals the fair market value of a share of common stock as of the grant date, which will be determined by an independent valuation to be completed following the grant date. Also subject to the same vesting acceleration conditions as the stock option grant, one-third of the restricted stock vests on each anniversary of the grant date. During the period the shares of restricted stock have not vested, Mr. Bell is entitled to vote the shares and to receive an amount equal to the dividends, if any, that would have been paid on the shares if they had vested at the grant date. Assuming vesting of all shares of restricted stock, based on the book value of our common stock as of June 30, 2010, the most recent practicable date for which such information iscontained ~~available,~~in ~~the grants of restricted stock made to Mr.~~Item ~~Bell would have an aggregate gross value of approximately $47,132~~1.01 ~~Assuming~~above ~~the vesting and exercise of all stock options, and assuming the exercise price of the stock options~~ is ~~equal~~herein toincorporated the fair market value of the shares, the stock options would have no value. We will “gross-up” the effective value of the shares of restricted stock to include the payroll taxes related to the grant and pay such payroll taxes on behalf of Mr. Bell, provided Mr. Bell makes an election under section 83(b) of the Internal Revenue Code by ~~filing such election with the IRS~~reference. ~~The grants of stock options and~~ ~~restricted stock to Mr. Bell were made pursuant to our 2007 Equity Incentive Plan.~~


Item 9.01		Financial Statements and Exhibits.

(d) Exhibits

310.1 Amended and Restated ~~By-Laws~~Employment ~~of ReSearch Pharmaceutical Services, Inc~~Agreement.

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: August 13, 2010	ReSearch Pharmaceutical Services, Inc.
Date: November 2, 2010	ReSearch Pharmaceutical Services, Inc.
	By:	/s/ Steven Bell
		Steven Bell
		Executive Vice President, Finance Chief Financial Officer, Secretary, and Treasurer

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