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As filed with the Securities and Exchange Commission on November 15, 1996
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
PAREXEL International Corporation
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Massachusetts 04-2776269
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
195 West Street, Waltham, MA 02154
(Address of principal executive offices) (Zip Code)
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PAREXEL INTERNATIONAL CORPORATION
1995 STOCK PLAN
(Full title of the plan)
Josef H. von Rickenbach
President, Chief Executive Officer and Chairman
PAREXEL International Corporation
195 West Street
Waltham, Massachusetts 02154
(Name and address of agent for service)
(617) 487-9900
(Telephone number, including area code of agent for service)
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Copies to:
William J. Schnoor, Jr.
Heather M. Stone
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, MA 02110
(617) 248-7000
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Calculation Of Registration Fee
<CAPTION>
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Title of Securities Amount to be Proposed maximum Proposed Maximum Amount of
to be registered registered offering price per share aggregate offering price registration fee
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<C> <C> <C> <C> <C>
Common Stock,
$.01 par value 500,000 shares $54.88 $27,440,000 $8,315.15
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<FN>
(1) The price of $54.88 per share, which is the average of the bid and ask price of the Common Stock as
reported on the Nasdaq National Market on November 8, 1996, is set forth solely for purposes of
calculating the filing fee.
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This Registration Statement registers additional securities of the same
class as other securities for which the Registration Statement No. 33-80301 on
Form S-8 as filed with the Securities and Exchange Commission on December 12,
1995, relating to the PAREXEL International Corporation 1986 Employee Incentive
Stock Option Plan, 1987 Stock Plan, 1989 Stock Plan, 1995 Stock Plan, 1995
Employee Stock Purchase Plan and the 1995 Non-Employee Director Stock Option
Plan is effective. Pursuant to General Instruction E, the contents of the
above-listed Registration Statement are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
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Exhibit No. Description of Exhibit
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Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
Exhibit 23.1 Consent of Price Waterhouse LLP.
Exhibit 23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1).
Exhibit 24.1 Power of Attorney (included as part of the signature
page to this Registration Statement).
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, PAREXEL International Corporation certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Waltham, State of
Massachusetts, on this 15th day of November, 1996.
PAREXEL INTERNATIONAL CORPORATION
By: /s/ Josef H. von Rickenbach
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Josef H. von Rickenbach
President, Chief Executive Officer and
Chairman
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Josef
H. von Rickenbach, William T. Sobo, Jr. and William J. Schnoor, Jr., his
attorneys-in-fact, each with the power of substitution, for him in any and all
capacities, to sign any amendments to this Registration Statement on Form S-8
(including post-effective amendments), and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may do or cause to be done
by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Josef H. von Rickenbach President, Chief Executive November 15, 1996
----------------------------------- Officer and Chairman (principal
Josef H. von Rickenbach executive officer)
/s/ William T. Sobo, Jr. Vice President and Treasurer November 15, 1996
----------------------------------- (principal financial and
William T. Sobo, Jr. accounting officer)
/s/ A. Dana Callow Director November 15, 1996
-----------------------------------
A. Dana Callow
/s/ Patrick J. Fortune Director November 15, 1996
-----------------------------------
Patrick J. Fortune
/s/ Werner M. Herrmann Director November 15, 1996
-----------------------------------
Werner M. Herrmann
/s/ Peter Barton Hutt Director November 15, 1996
-----------------------------------
Peter Barton Hutt
/s/ James Saalfield Director November 15, 1996
-----------------------------------
James Saalfield
</TABLE>
3
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION PAGE
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Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
Exhibit 23.1 Consent of Price Waterhouse LLP.
Exhibit 23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included
in Exhibit 5.1).
Exhibit 24.1 Power of Attorney (included as part of the signature
page to this Registration Statement).
4
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Exhibit 5.1
November 15, 1996
PAREXEL International Corporation
195 West Street
Waltham, MA 02154
Re: Registration Statement on Form S-8 Relating to the 1995 Stock Plan
(the "Plan") of PAREXEL International Corporation (the "Company")
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Dear Sir or Madam:
Reference is made to the above-captioned Registration Statement on Form
S-8 (the "Registration Statement") filed by the Company on the date hereof with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to an aggregate of 500,000 shares of Common Stock, $.01 par
value per share, of the Company issuable pursuant to the Plan (the "Shares").
We have examined, are familiar with, and have relied as to factual
matters solely upon, copies of the Plan, the Restated Articles of Organization
and Amended and Restated By-Laws of the Company, the minute books and stock
records of the Company and originals of such other documents, certificates and
proceedings as we have deemed necessary for the purpose of rendering this
opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and paid for in accordance with the terms of
the Plan, the terms of any option or purchase right granted thereunder and duly
authorized by the Company's Board of Directors or Compensation Committee and/or
any related agreements with the Company, will be validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
TESTA, HURWITZ & THIBEAULT, LLP
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Exhibit 23.1
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333- ) of PAREXEL International Corporation of
our report dated August 22, 1996 appearing on page 33 of the Annual Report to
Shareholders which is incorporated in this Annual Report on Form 10-K. We also
consent to the application of such report to the Financial Statement Schedule
for the three years ended June 30, 1996 listed under Item 14(a) of PAREXEL
International Corporation's Annual Report on Form 10-K for the year ended June
30, 1996 when such schedule is read in conjunction with the financial statements
referred to in our report. The audit referred to in such report also included
this Financial Statement Schedule.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
November 14, 1996
