Filed Under Rule 424(b)(3)
Registration Statement No. 333-27487
PROSPECTUS SUPPLEMENT
TO
PROSPECTUS DATED MAY 22, 1997
OF
PAREXEL INTERNATIONAL CORPORATION
This Prospectus Supplement supplements the Prospectus
dated May 22, 1997 (the "Prospectus") of PAREXEL
International Corporation (the "Company") relating to the
resale of up to 106,769 shares of the Company's Common Stock,
par value $.01 per share (the "Common Stock"), which
Prospectus was filed as a part of the Company's Registration
Statement on Form S-3 No. 333-27487.
The date of this Prospectus Supplement is December 4, 1997
In connection with the transfer by Dr. Richard Kay of a
portion of his shares of Common Stock of the Company to his
wife, Ms. Janet Kay, the "Selling Stockholders" section of
the Prospectus is hereby amended and restated in its entirety
to include certain updated information:
SELLING STOCKHOLDERS
The following table sets forth certain information
regarding beneficial ownership of the Shares as of December
3, 1997 and the number of Shares which may be offered for
the account of the Selling Stockholders or their transferees
or distributees from time to time. The shares may be
offered from time to time by the Selling Stockholders.
Because the Selling Stockholders may sell all or any part of
their Shares pursuant to this Prospectus, no estimate can be
given as to the number of Shares that will be held by the
Selling Stockholders upon termination of this offer. See
"Plan of Distribution."
Shares Shares offered Shares
owned pursuant to owned
before offering this after
Prospectus offering (1)
Selling Stockholders Number Percent Number Percent Number Percent
(2) (2) (2)
Walter Leroy Hill, as 139,493 * 69,747 * 69,746 *
Trustee of the
Walter L. Hill
Revocable Trust
u/d/t Dated June
29, 1994
Dr. Richard Kay 61,044 * 28,022 * 33,022 *
Ms. Janet Kay 5,000 * 5,000 * 0 *
Dr. Arfon Lloyd Jones 2,000 * 2,000 * 0 *
Dr. Diana Smith 2,000 * 2,000 * 0 *
209,537 106,769 0
___________________
*Less than 1% of the outstanding Common Stock.
(1) Assuming all of the Shares owned by each Selling
Stockholder and offered pursuant to this Prospectus are
sold.
(2) As of December 3, 1997, there were approximately
20,790,401 shares of Common Stock outstanding.
None of the Selling Stockholders has had any material
relationship with the Company or any of its affiliates
within the past three years except as described below.
Walter Leroy Hill, as Trustee of the Walter L. Hill
Revocable Trust u/d/t Dated June 29, 1994 (the "Trust")
acquired its Shares in connection with the merger of Rescon
Acquisition Corporation, a Massachusetts corporation and
wholly-owned subsidiary of the Company, with and into
Rescon, Inc., a Virginia corporation ("Rescon") (the "Rescon
Merger"), pursuant to an Agreement and Plan of
Reorganization and Merger dated February 28, 1997 by and
among Rescon, the Trust, Walter L. Hill, Rescon Acquisition
Corporation and the Company (the "Merger Agreement").
Pursuant to the terms of a Registration Rights Agreement
dated February 28, 1997 by and among the Trust, Mr. Hill and
the Company, 69,747 of the 139,493 shares of Common Stock
issued to the Trust in connection with the Rescon Merger are
being offered hereby. The Company has agreed to register
the remaining 69,746 shares of Common Stock issued to the
Trust upon the written request of the Trust delivered
between February 28, 1998 and February 28, 1999.
Approximately 13,949 shares of Common Stock issued to
the Trust are being held in escrow until the earlier of (i)
February 28, 1998 or (ii) the delivery of the audit report
relating to the Company's financial statements for the
fiscal year ended June 30, 1997. A portion of the Shares
held in escrow may be released earlier upon receipt by the
Company of certain regulatory determinations as set forth in
the Merger Agreement. The Shares held in escrow will be
used to satisfy indemnification claims brought by the
Company based upon a breach of the representations or
warranties of Rescon or the Trust as set forth in the Merger
Agreement. Mr. Hill, as Trustee of the Trust, has the sole
authority to hold or dispose of, and to vote all securities
held by the Trust, including those Shares held in escrow.
Mr. Hill was President, Treasurer and a director of Rescon
until he resigned from such positions upon the closing of
the Rescon Merger. Mr. Hill is currently a Vice President
of State and Federal Associates, Inc., a wholly-owned
subsidiary of the Company.
Dr. Richard Kay, Ms. Janet Kay, Dr. Arfon Lloyd Jones
and Dr. Diana Smith (the "S-Cubed Stockholders") acquired
their Shares in connection with the acquisition by the
Company of Sheffield Statistical Services Limited
("Sheffield") and its subsidiary, S-Cubed Clinical Limited
("S-Cubed"), pursuant to Share Purchase Agreements dated
February 28, 1997 between the Company, Sheffield, S-Cubed
and the S-Cubed Stockholders (the "Share Purchase
Agreements"). Pursuant to the Share Purchase Agreements,
Sheffield and S-Cubed became direct or indirect wholly-owned
subsidiaries of the Company (the "S-Cubed Acquisition").
Pursuant to the terms of Registration Rights Agreements
dated February 28, 1997, by and among Dr. and Ms. Kay, Dr.
Jones and Dr. Smith and the Company, 37,022 of the 70,044
shares of Common Stock issued in connection with the S-Cubed
Acquisition are being offered hereby. The Company has
agreed to register the remaining 33,022 shares of Common
Stock issued to Dr. and Ms. Kay upon the written request of
Dr. and Ms. Kay delivered between February 28, 1998 and
February 28, 1999.
Pursuant to the Share Purchase Agreement between Dr.
and Ms. Kay, the Company and Sheffield, shares of Common
Stock valued at 12,000 pounds sterling as of the closing date of the S-
Cubed Acquisition are being held in escrow until February
28, 1998. The Shares held in escrow will be used to satisfy
tax liabilities resulting from a breach by Sheffield or Dr.
and Ms. Kay of the Tax Indemnities as set forth in the Share
Purchase Agreement. Dr. and Ms. Kay were directors of
Sheffield until Ms. Kay resigned from such position upon the
closing of the S-Cubed Acquisition. Dr. Kay currently
remains a director of Sheffield. Dr. Jones, Dr. Smith and
Dr. Kay were directors of S-Cubed until Dr. Kay resigned
from such position upon the closing of the S-Cubed
Acquisition. Dr. Jones and Dr. Smith currently remain
directors of S-Cubed.
The Rescon Merger and the S-Cubed Acquisition were
accounted for as poolings of interests for financial
accounting purposes.
Each of the Selling Stockholders represented to the
Company, in connection with the completion of the Rescon
Merger and the S-Cubed Acquisition, that he or she was
acquiring the Shares from the Company without any present
intention of effecting a distribution of those Shares. In
recognition of the fact that the Selling Stockholders may
want to be able to sell their shares when they consider
appropriate, the Company agreed to file with the Commission
a Registration Statement on Form S-3 (the "Registration
Statement") (of which this Prospectus is a part) to permit
the public sale of the Shares by the Selling Stockholders
from time to time and to use its best efforts to keep the
Registration Statement effective until the earlier of the
sale of all of the Shares pursuant to the Registration
Statement or February 28, 1999. The Company will prepare
and file such amendments and supplements to the Registration
Statement as may be necessary to keep it effective until the
earlier of the sale of all Shares pursuant to the
registration statement or until February 28, 1999.
Pursuant to the Registration Rights Agreements by and
between the Company and each of the Selling Stockholders
(collectively, the Registration Rights Agreements"), the
Company has agreed to bear all expenses in connection with
the registration and resale of the Shares (other than
underwriting discounts and selling commissions and the fees
and expenses of counsel and other advisors to the Selling
Stockholders). See "Plan of Distribution." The
Registration Rights Agreements provide that the Company will
indemnify the Selling Stockholders for any losses incurred
by them in connection with actions arising from any untrue
statement of a material fact in the Registration Statement
or any omission of a material fact required to be stated
therein, unless such statement or omission was made in
reliance upon written information furnished to the Company
by the Selling Stockholders. Similarly, the Registration
Rights Agreements provide that each Selling Stockholder will
indemnify the Company and its officers and directors for any
losses incurred by them in connection with any action
arising from any untrue statement of material fact in the
Registration Statement or any omission of a material fact
required to be stated therein, if such statement or omission
was made in reliance on written information furnished to the
Company by such Selling Stockholders.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, the Company has been
informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is therefore unenforceable.
