<PAGE> 1
As filed with the Securities and Exchange Commission on February 27, 1998
Registration No. 333-______
==============================================================================
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)
Massachusetts 04-2776269
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
195 West Street, Waltham, MA 02154
(Address of principal executive offices) (Zip Code)
--------------------
PAREXEL INTERNATIONAL CORPORATION
1998 Non-Qualified, Non-Officer Stock Option 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)
(781) 487-9900
(Telephone number, including area code of agent for service)
--------------------
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
<TABLE>
<CAPTION>
===================================================================================================================
Title of Securities Amount to be Proposed maximum Proposed Maximum Amount of
to be registered registered offering price per share aggregate offering registration fee
price
========================== =================== ========================= ======================== ===================
Common Stock,
<S> <C> <C> <C> <C>
$.01 par value 500,000 shares $38.0625 $19,031,250 $5,614.22
========================== =================== ========================= ======================== ===================
(1) The price of $38.0625 per share, which is the average of the bid and ask price of the Common Stock as
reported on the Nasdaq National Market on February 25, 1998, is set
forth solely for purposes of calculating the filing fee.
===================================================================================================================
</TABLE>
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.
The documents containing the information specified in this Item 1 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in this Item 2 will
be sent or given to employees as specified by Rule 428(b)(1). In accordance with
the rules and regulations of the Commission and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and the Securities Act of 1933, as amended (the "Act") are incorporated in this
Registration Statement by reference as of their respective dates (File No.
0-27058):
1. The Company's Prospectus dated January 27, 1998 (Registration No.
333-44541).
2. The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1997.
3. The Company's Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1997 and December 31, 1997.
4. The Company's Current Reports on Form 8-K dated August 7, 1997,
October 23, 1997 and January 27, 1998.
5. The description of the Company's Common Stock, $.01 par value per
share, contained in the Registration Statement on Form 8-A filed
under the Exchange Act and declared effective on November 21, 1995,
including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered herein have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
II-1
<PAGE> 3
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 6 of the Company's Restated Articles of Organization provides
that the Company shall indemnify each person who is or was a director or officer
of the Company, and each person who is or was serving or has agreed to serve at
the request of the Company as a director or officer of, or in a similar capacity
with, another organization against all liabilities, costs and expenses
reasonably incurred by any such persons in connection with the defense or
disposition of or otherwise in connection with or resulting from any action,
suit or other proceeding in which they may be involved by reason of being or
having been such a director or officer or by reason of any action taken or not
taken in such capacity, except with respect to any matter as to which such
person shall have been finally adjudicated by a court of competent jurisdiction
not to have acted in good faith in the reasonable belief that his or her action
was in the best interests of the Company. Section 67 of Chapter 156B of the
Massachusetts Business Corporation Law authorizes a corporation to indemnify its
directors, officers, employees and other agents unless such person shall have
been adjudicated in any proceeding not to have acted in good faith in the
reasonable belief that such action was in the best interests of the corporation.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
Exhibit 4.1 Specimen certificate representing the Common Stock
(filed as Exhibit 4.1 to Registrant's Registration
Statement on Form S-1 (File No. 33-97406) and
incorporated herein by reference).
Exhibit 4.2 Amended and Restated Articles of Organization of the
Registrant, as amended (filed as Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the
Quarter Ended December 31, 1996 and incorporated herein
by reference).
Exhibit 4.3 Amended and Restated By-laws of the Registrant (filed
as Exhibit 3. to the Registrant's Registration Statement
on Form S-1, File No. 33-1188, and incorporated herein by
reference).
Exhibit 4.4 1998 Non-Qualified, Non-Officer Stock Option Plan.
Exhibit 4.5 Form of Non-Qualified Stock Option Agreement under
the 1998 Non-Qualified, Non-Officer Stock Option Plan of
the Registrant.
Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
II-2
<PAGE> 4
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).
Item 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or controlling person
of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1993, as amended, the
Registrant 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, Commonwealth of Massachusetts on February 27,
1998.
PAREXEL INTERNATIONAL CORPORATION
By: /s/ Josef H. Von Rickenbach
---------------------------
Josef H. von Rickenbach
President, Chief Executive Officer and Chairman
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of PAREXEL International
Corporation, hereby severally constitute and appoint Josef H. von Rickenbach,
William T. Sobo, Jr. and William J. Schnoor, Jr., and each of them singly, as
true and lawful attorneys, with full power to them and each of them singly, to
sign for us in our names in the capacities indicated below, any and all
pre-effective and post-effective amendments to this Registration Statement on
Form S-8, and generally to do all things in our names and on our behalf in such
capacities to enable PAREXEL International Corporation to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE(S) DATE
<S> <C> <C>
/s/ Josef H. Von Rickenbach President, Chief Executive Officer and Chairman February 27, 1998
- ---------------------------
Josef H. von Rickenbach (principal executive officer)
/s/ William T. Sobo, Jr. Senior Vice President and Treasurer (principal February 27, 1998
- ------------------------
William T. Sobo, Jr. financial and accounting officer)
/s/ A. Dana Callow, Jr. Director February 27, 1998
- -----------------------
A. Dana Callow, Jr.
/s/ Patrick J. Fortune Director February 27, 1998
- -----------------------
Patrick J. Fortune
Director
- -----------------------
Werner M. Herrmann
/s/ Serge Okun Director February 27, 1998
- --------------
Serge Okun
/s/ James A. Saalfield Director February 27, 1998
- ----------------------
James A. Saalfield
</TABLE>
<PAGE> 6
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
Exhibit 4.1 Specimen certificate representing the Common Stock (filed as
Exhibit 4.1 to Registrant's Registration Statement on Form S-1
(File No. 33-97406) and incorporated herein by reference).
Exhibit 4.2 Amended and Restated Articles of Organization of the
Registrant, as amended (filed as Exhibit 3.1 to the Registrant's
Quarterly Report on Form 10-Q for the Quarter Ended December 31,
1996 and incorporated herein by reference).
Exhibit 4.3 Amended and Restated By-laws of the Registrant (filed as
Exhibit 3. to the Registrant's Registration Statement on Form
S-1, File No. 33-1188, and incorporated herein by reference).
Exhibit 4.4 1998 Non-Qualified, Non-Officer Stock Option Plan.
Exhibit 4.5 Form of Non-Qualified Stock Option Agreement under the 1998
Non-Qualified, Non-Officer Stock Option Plan of the Registrant.
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).
<PAGE> 1
EXHIBIT 4.4
PAREXEL INTERNATIONAL CORPORATION
1998 NON-QUALIFIED, NON-OFFICER STOCK OPTION PLAN
1. PURPOSE. This 1998 Non-Qualified, Non-Officer Stock Option Plan (the
"Plan") is intended to provide incentives to certain employees and consultants
of PAREXEL INTERNATIONAL CORPORATION (the "Company"), and of any present or
future parent or subsidiary of the Company ("Related Corporations") by providing
them with opportunities to purchase stock in the Company pursuant to options
("Non-Qualified Options or "Options") granted hereunder which do not qualify as
"incentive stock options" ("ISOs") under Section 422(b) of the Internal Revenue
Code (the "Code"). The Plan is not intended to provide options to any officers
or directors of the Company a related Corporation's.
2. ADMINISTRATION OF THE PLAN.
A. BOARD OR COMMITTEE ADMINISTRATION. The Plan shall be administered
by the Board of Directors of the Company (the "Board") or by a committee
appointed by the Board (the "Committee"). Hereinafter, all references in
this Plan to the "Committee" shall mean the Board if no Committee has been
appointed. Subject to ratification of the grant or authorization of each
Option by the Board (if so required by applicable state law), and subject
to the terms of the Plan, the Committee shall have the authority to (i)
determine to whom, from among the class of individuals and entities
eligible under paragraph 3 to receive Options, Options may be granted; (ii)
determine the time or times at which Options shall be granted; (iii)
determine the option price of shares subject to each Option, which price
shall not be less than the minimum price specified in paragraph 6; (iv)
determine (subject to paragraph 7) the time or times when each Option shall
become exercisable and the duration of the exercise period; (v) determine
whether restrictions such as repurchase options are to be imposed on shares
subject to Options and the nature of such restrictions, if any, and (vi)
interpret the Plan and prescribe and rescind rules and regulations relating
to it. The Committee shall take whatever actions it deems necessary, under
Section 422 of the Code and the regulations promulgated thereunder, to
ensure that no Option issued hereunder is treated as an ISO. The
interpretation and construction by the Committee of any provisions of the
Plan or of any Option granted under it shall be final unless otherwise
determined by the Board. The Committee may from time to time adopt such
rules and regulations for carrying out the Plan as it may deem advisable.
No member of the Board or the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any Option
granted under it.
B. COMMITTEE ACTIONS. The Committee may select one of its members as
its chairman, and shall hold meetings at such time and places as it may
determine. A majority of the Committee shall constitute a quorum and acts
by a majority of the members of the Committee, or acts reduced to or
approved in writing by a majority of the members of the Committee (if
consistent with applicable state law), shall constitute the valid acts of
the Committee. From time to time the Board may increase the size of the
Committee and appoint additional members thereof, remove members (with or
without cause) and appoint new members in substitution therefor, fill
vacancies however caused, or remove all members of the Committee and
thereafter directly administer the Plan.
<PAGE> 2
3. ELIGIBLE EMPLOYEES AND OTHERS. Non-Qualified Options may be granted to
any employee or consultant of the Company or any Related Corporation who is not
an officer or director of the Company. Options may not be granted to any
officers or directors of the Company or any related Corporations. The Committee
may take into consideration a recipient's individual circumstances in
determining whether to grant an Option. The granting of any Option to any
individual or entity shall neither entitle such grantee to, nor disqualify such
grantee from, participation in any other grant of Options.
4. STOCK. The stock subject to Options shall be authorized but unissued
shares of Common Stock of the Company, par value $.01 per share (the "Common
Stock"), or shares of Common Stock reacquired by the Company in any manner. The
aggregate number of shares which may be issued pursuant to the Plan is 500,000,
subject to adjustment as provided in paragraph 12. If any Option granted under
the Plan shall expire or terminate for any reason without having been exercised
in full or shall cease for any reason to be exercisable in whole or in part or
shall be repurchased by the Company, the shares of Common Stock subject to such
Option shall again be available for grants of Options under the Plan.
5. GRANTING OF OPTIONS. Options may be granted under the Plan at any time
on or after February 26, 1998 and prior to February 26, 2008. The date of grant
of an Option under the Plan will be the date specified by the Committee at the
time it grants the Option; provided, however, that such date shall not be prior
to the date on which the Committee acts to approve the grant.
6. MINIMUM OPTION PRICE. The exercise price per share specified in the
agreement relating to each Non-Qualified Option granted under the Plan (the
"Agreement"), may be less than the fair market value of the Common Stock of the
Company on the date of grant, but shall in no event be less than the minimum
legal consideration required therefor under the laws of the Commonwealth of
Massachusetts or the laws of any jurisdiction in which the Company or its
successors in interest may be organized.
7. OPTION DURATION. Subject to earlier termination as provided in
paragraph 9 or as specified in the Agreement relating to such Option, each
Option shall expire on the date specified by the Committee, but not more than
ten years from the date of grant.
8. EXERCISE OF OPTION. Subject to the provisions of paragraphs 9 through
11, each Option granted under the Plan shall be exercisable as follows:
A. VESTING. The Option shall either be fully exercisable on the date
of grant or shall become exercisable thereafter in such installments as the
Committee may specify.
B. FULL VESTING OF INSTALLMENTS. Once an installment becomes
exercisable it shall remain exercisable until expiration or termination of
the Option, unless otherwise specified by the Committee.
C. PARTIAL EXERCISE. Each Option or installment may be exercised at
any time or from time to time, in whole or in part, for up to the total
number of shares with respect to which it is then exercisable.
9. TERMINATION OF BUSINESS RELATIONSHIP. Each Option may provide that it
shall terminate before its stated expiration date, upon terms specified by the
Committee, if the optionee ceases to be an employee or consultant of the
Company, of any Related Corporation, or of the Company and all Related
<PAGE> 3
Corporations (any such relationship hereinafter referred to as a "Business
Relationship with the Company"). Nothing in the Plan or any Option granted
hereunder shall be deemed to give any optionee the right to continue his or her
Business Relationship with the Company for any period of time.
10. TRANSFERABILITY AND ASSIGNABILITY. Except as set forth below, (i) no
Stock Right shall be assignable or transferable by an optionee except by will or
by the laws of descent and distribution; and (ii) during the lifetime of the
optionee each Option granted under this Plan shall be exercisable only by him.
Notwithstanding the foregoing, the Committee may, in its discretion, authorize
all or a portion of any Option granted under this Plan to be transferable by the
optionee to (i) the spouse, children or grandchildren of the optionee
("Immediate Family Members"), (ii) a trust or trusts for the exclusive benefit
of such Immediate Family Members, or (iii) a partnership of which such Immediate
Family Members are the only partners, provided that (x) only the Committee may
in its discretion permit transfers to other persons or entities, (y) the stock
option agreement pursuant to which the Non-Qualified Option is granted must be
approved by the Committee, and must expressly provide for transferability at the
date of grant in a manner consistent with the Plan, and (z) subsequent transfers
of the transferred Option shall be prohibited except in accordance with this
paragraph. Following any such transfer, the Option shall continue to be subject
to the same terms and conditions as were applicable immediately prior to
transfer, provided that for purposes of paragraph 12, hereof, the term
"optionee" shall be deemed to refer to the transferee. The events of termination
of Business Relationship set forth in the grantee's option agreement shall
continue to be applied with respect to the original optionee, following which
the Option shall be exercisable by the transferee only to the extent, and for
the periods specified therein.
11. TERMS AND CONDITIONS OF OPTIONS. Options shall be evidenced by
instruments (which need not be identical) in such forms as the Committee may
from time to time approve. Such instruments shall conform to the terms and
conditions set forth in paragraphs 6 through 10 hereof and may contain such
other provisions as the Committee deems advisable which are not inconsistent
with the Plan, including restrictions applicable to shares of Common Stock
issuable upon exercise of Options. The Committee may specify that any Option
shall be subject to the restrictions set forth herein or, consistent with
paragraph 7, to such other or additional termination and cancellation provisions
as the Committee may determine. The Committee may from time to time confer
authority and responsibility on one or more of its own members and/or one or
more officers of the Company to execute and deliver such instruments. The proper
officers of the Company are authorized and directed to take any and all action
necessary or advisable from time to time to carry out the terms of such
instruments.
12. ADJUSTMENTS. Upon the occurrence of any of the following events, an
optionee's rights with respect to Options granted to such optionee hereunder
shall be adjusted as hereinafter provided, unless otherwise specifically
provided in the written agreement between the optionee and the Company relating
to such Option:
A. STOCK DIVIDENDS AND STOCK SPLITS. If the shares of Common Stock
shall be subdivided or combined into a greater or smaller number of shares
or if the Company shall issue any shares of Common Stock as a stock
dividend on its outstanding Common Stock, the number of shares of Common
Stock deliverable upon the exercise of Options shall be appropriately
increased or decreased proportionately, and appropriate adjustments shall
be made in the purchase price per share to reflect such subdivision,
combination or stock dividend.
<PAGE> 4
B. CONSOLIDATIONS OR MERGERS. If the Company is to be consolidated
with or acquired by another entity in a merger or other reorganization in
which the holders of the outstanding voting stock of the Company
immediately preceding the consummation of such event, shall, immediately
following such event, hold, as a group, less than a majority of the voting
securities of the surviving or successor entity, or in the event of a sale
of all or substantially all of the Company's assets or otherwise (each, an
"Acquisition"), the Committee or the board of directors of any entity
assuming the obligations of the Company hereunder (the "Successor Board"),
shall, as to outstanding Options, either (i) make appropriate provision for
the continuation of such Options by substituting on an equitable basis for
the shares then subject to such Options the consideration payable with
respect to the outstanding shares of Common Stock in connection with the
Acquisition; or (ii) upon written notice to the optionees, provide that all
Options must be exercised, to the extent then exercisable or to be
exercisable as a result of the Acquisition, within a specified number of
days of the date of such notice, at the end of which period the Options
shall terminate; or (iii) terminate all Options in exchange for a cash
payment equal to the excess of the fair market value of the shares subject
to such Options (to the extent then exercisable or to be exercisable as a
result of the Acquisition) over the exercise price thereof.
C. RECAPITALIZATION OR REORGANIZATION. In the event of a
recapitalization or reorganization of the Company (other than a transaction
described in subparagraph B above) pursuant to which securities of the
Company or of another corporation are issued with respect to the
outstanding shares of Common Stock, an optionee upon exercising an Option
shall be entitled to receive for the purchase price paid upon such exercise
the securities such optionee would have received if such optionee had
exercised his or her Option prior to such recapitalization or
reorganization.
D. DISSOLUTION OR LIQUIDATION. In the event of the proposed
dissolution or liquidation of the Company, each Option will terminate
immediately prior to the consummation of such proposed action or at such
other time and subject to such other conditions as shall be determined by
the Committee.
E. ISSUANCES OF SECURITIES. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or
price of shares subject to Options. No adjustments shall be made for
dividends paid in cash or in property other than securities of the Company.
F. FRACTIONAL SHARES. No fractional shares shall be issued under the
Plan and the optionee shall receive from the Company cash in lieu of such
fractional shares.
G. ADJUSTMENTS. Upon the happening of any of the events described in
subparagraphs A, B or C above, the class and aggregate number of shares set
forth in paragraph 4 hereof that are subject to Options which previously
have been or subsequently may be granted under the Plan shall also be
appropriately adjusted to reflect the events described in such
subparagraphs.
13. MEANS OF EXERCISING OPTIONS. An Option (or any part or installment
thereof) shall be exercised by giving written notice to the Company at its
principal office address, or to such transfer
<PAGE> 5
agent as the Company shall designate. Such notice shall identify the Option
being exercised and specify the number of shares as to which such Option is
being exercised, accompanied by full payment of the purchase price therefor
either (a) in United States dollars in cash or by check, (b) at the discretion
of the Committee, through delivery of shares of Common Stock having a fair
market value equal as of the date of the exercise to the cash exercise price of
the Option, (c) at the discretion of the Committee, by delivery of the
optionee's personal recourse note bearing interest payable not less than
annually at no less than 100% of the lowest applicable Federal rate, as defined
in Section 1274(d) of the Code, (d) at the discretion of the Committee and
consistent with applicable law, through the delivery of an assignment to the
Company of a sufficient amount of the proceeds from the sale of the Common Stock
acquired upon exercise of the Option and an authorization to the broker or
selling agent to pay that amount to the Company, which sale shall be at the
participant's direction at the time of exercise, or (e) at the discretion of the
Committee, by any combination of (a), (b), (c) and (d) above. The holder of an
Option shall not have the rights of a shareholder with respect to the shares
covered by such Option until the date of issuance of a stock certificate to such
holder for such shares. Except as expressly provided above in paragraph 12 with
respect to changes in capitalization and stock dividends, no adjustment shall be
made for dividends or similar rights for which the record date is before the
date such stock certificate is issued.
14. TERM AND AMENDMENT OF PLAN. This Plan was adopted by the Board on
February 26, 1998. The Plan shall expire at the end of the day on February 26,
2008 (except as to Options outstanding on that date). The Board may terminate or
amend the Plan in any respect at any time. Except as otherwise provided in this
paragraph 14, in no event may action of the Board alter or impair the rights of
an optionee, without his or her consent, under any Option previously granted to
such optionee.
15. APPLICATION OF FUNDS. The proceeds received by the Company from the
sale of shares pursuant to Options granted under the Plan shall be used for
general corporate purposes.
16. WITHHOLDING OF ADDITIONAL INCOME TAXES. Upon the grant or exercise of
an Option, the vesting or transfer of an Option pursuant to an arm's-length
transaction, the vesting or transfer of restricted stock or securities acquired
upon the exercise of an Option hereunder, or the making of a distribution or
other payment with respect to such stock or securities, the Company may withhold
taxes in respect of amounts that constitute compensation includible in gross
income. The Committee in its discretion may condition (i) the grant or exercise
of an Option, (ii) the transfer of an Option or (iii) the vesting or
transferability of restricted stock or securities acquired by exercising a
Option, on the optionee's making satisfactory arrangement for such withholding.
Such arrangement may include payment by the optionee in cash or by check of the
amount of the withholding taxes or, at the discretion of the Committee, by the
optionee's delivery of previously held shares of Common Stock or the withholding
from the shares of Common Stock otherwise deliverable upon exercise of a Option
shares having an aggregate fair market value equal to the amount of such
withholding taxes.
17. DETERMINATION OF FAIR MARKET VALUE OF COMMON STOCK. Whenever, under the
the terms of any option agreement or in administering the Plan, it is necessary
or desirable to determine the fair market value of the Company's Common Stock,
the Committee shall make such determination in accordance with this Section.
"Fair Market Value" shall be determined as of the last business day for which
the prices or quotes discussed in this sentence are available prior to the date
such Option is granted and shall mean (i) the average (on that date) of the high
and low prices of the Common Stock on the principal national securities exchange
on which the Common Stock is traded, if the Common Stock
<PAGE> 6
is then traded on a national securities exchange; or (ii) the last reported sale
price (on that date) of the Common Stock on the Nasdaq National Market, if the
Common Stock is not then traded on a national securities exchange; or (iii) the
closing bid price (or average of bid prices) last quoted (on that date) by an
established quotation service for over-the-counter securities, if the Common
Stock is not reported on the Nasdaq National Market. However, if the Common
Stock is not publicly traded at the time an Option is granted under the Plan,
"fair market value" shall be deemed to be the fair value of the Common Stock as
determined by the Committee after taking into consideration all factors which it
deems appropriate, including, without limitation, recent sale and offer prices
of the Common Stock in private transactions negotiated at arm's length.
18. GOVERNMENTAL REGULATION. The Company's obligation to sell and deliver
shares of the Common Stock under this Plan is subject to the approval of any
governmental authority required in connection with the authorization, issuance
or sale of such shares. Government regulations may impose reporting or other
obligations on the Company with respect to the Plan. For example, the Company
may be required to file tax information returns reporting the income received by
optionees in connection with the Plan.
19. GOVERNING LAW. The validity and construction of the Plan and the
instruments evidencing Options shall be governed by the laws of the Commonwealth
of Massachusetts, or the laws of any jurisdiction in which the Company or its
successors in interest may be organized.
<PAGE> 1
EXHIBIT 4.5
PAREXEL INTERNATIONAL CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
PAREXEL International Corporation, a Massachusetts corporation (the
"Company"), hereby grants as of the ___ day of February, 1998 (the "Date of
Grant") to __________________ (the "Optionee"), an option to purchase a maximum
of ________ shares (the "Option Shares") of its Common Stock, $0.01 par value
("Common Stock"), at the price of $_____ per share, on the following terms and
conditions:
1. GRANT UNDER 1998 NON-QUALIFIED, NON-OFFICER STOCK OPTION PLAN. This
option is granted pursuant to and is governed by the Company's 1998
Non-Qualified, Non-Officer Stock Option Plan (the "Plan") and, unless the
context otherwise requires, terms used herein shall have the same meaning as in
the Plan. Determinations made in connection with this option pursuant to the
Plan shall be governed by the Plan as it exists on this date.
2. GRANT AS NON-QUALIFIED OPTION: OTHER OPTIONS. This option shall be
treated for federal income tax purposes as a Non-Qualified Option (the "NQO")
(rather than an incentive stock option). This option is in addition to any other
options heretofore or hereafter granted to the Optionee by the Company or any
Related Corporation (as defined in the Plan), but a duplicate original of this
instrument shall not effect the grant of another option.
3. VESTING OF OPTION IF BUSINESS RELATIONSHIP CONTINUES. If the Optionee
has continued to serve the Company or any Related Corporation in the capacity of
an employee or consultant (such service is described herein as maintaining or
being involved in a "Business Relationship" with the Company) on the dates
referenced below, the Optionee may exercise this option as set forth below:
[INSERT VESTING SCHEDULE]
The foregoing rights are cumulative and, while the Optionee continues to
maintain a Business Relationship with the Company or any Related Corporation,
may be exercised on or before the date which is ten (10) years from the date
this option is granted. All of the foregoing rights are subject to Sections 4
and 5, as appropriate, if the Optionee ceases to maintain a Business
Relationship with the Company and all Related Corporations or dies, becomes
disabled or undergoes dissolution while involved in a Business Relationship with
the Company.
4. TERMINATION OF BUSINESS RELATIONSHIP.
Unless otherwise specified in the agreement relating to such NQO, if an
NQO Optionee ceases to be employed by the Company and all Related Corporations
other than by reason of death or disability as defined in Section 5, no further
installments of his or her NQOs shall become exercisable, and his or her NQOs
shall terminate on the earlier of (a) sixty (60) days after the date of
termination of his or her employment, or (b) their specified expiration dates.
For purposes of this Section 4, employment shall be considered as continuing
uninterrupted during any bona fide leave of absence (such
<PAGE> 2
as those attributable to illness, military obligations or governmental service)
provided that the period of such leave does not exceed 90 days or, if longer,
any period during which such Optionee's right to reemployment is guaranteed by
statute. A bona fide leave of absence with the written approval of the Committee
shall not be considered an interruption of employment under this Section 4,
provided that such written approval contractually obligates the Company or any
Related Corporation to continue the employment of the Optionee after the
approved period of absence. NQOs granted under the Plan shall not be affected by
any change of employment within or among the Company and Related Corporations,
so long as the Optionee continues to be an employee of the Company or any
Related Corporation. Nothing in the Plan shall be deemed to give any grantee of
any Stock Right the right to be retained in employment or other service by the
Company or any Related Corporation for any period of time.
5. DEATH; DISABILITY.
(A) DEATH. If an NQO Optionee ceases to be employed by the Company and
all Related Corporations by reason of his or her death, any NQO owned by such
Optionee may be exercised, to the extent otherwise exercisable on the date of
death, by the estate, personal representative or beneficiary who has acquired
the NQO by will or by the laws of descent and distribution, until the earlier of
(i) the specified expiration date of the NQO or (ii) 180 days from the date of
the Optionee's death.
(B) DISABILITY. If an NQO Optionee ceases to be employed by the Company
and all Related Corporations by reason of his or her disability, such Optionee
shall have the right to exercise any NQO held by him or her on the date of
termination of employment, for the number of shares for which he or she could
have exercised it on that date, until the earlier of (i) the specified
expiration date of the NQO or (ii) 180 days from the date of the termination of
the Optionee's employment. For the purposes of the Plan, the term "disability"
shall mean "permanent and total disability" as defined in Section 22(e)(3) of
the Internal Revenue Code or any successor statute.
(C) EFFECT OF TERMINATION. At the expiration of such 180-day period
provided in paragraph (a) or (b) of this Section 5 or the scheduled expiration
date, whichever is the earlier, this option shall terminate and the only rights
hereunder shall be those as to which the option was properly exercised before
such termination.
(D) DISSOLUTION. If the Optionee is a corporation, partnership, trust
or other entity that is dissolved, is liquidated, becomes insolvent or enters
into a merger or acquisition with respect to which the Optionee is not the
surviving entity, at a time when the Optionee is involved in a Business
Relationship with the Company, this option shall immediately terminate as of the
date of such event, and the only rights hereunder shall be those as to which
this option was properly exercised before such dissolution or other event.
6. PARTIAL EXERCISE. This option may be exercised in part at any time and
from time to time within the above limits, except that this option may not be
exercised for a fraction of a share unless such exercise is with respect to the
final installment of stock subject to this option and cash in lieu of a
fractional share must be paid, in accordance with Paragraph 13(G) of the Plan,
to permit the Optionee to exercise completely such final installment. Any
fractional share with respect to which an installment of this option cannot be
exercised because of the limitation contained in the preceding sentence
<PAGE> 3
shall remain subject to this option and shall be available for later purchase by
the Optionee in accordance with the terms hereof.
7. PAYMENT OF PRICE.
(A) FORM OF PAYMENT: The option price shall be paid in the following
manner:
(i) in United States dollars in cash or by check;
(ii) subject to paragraph 7(b) below, at the discretion of the
Committee, through delivery of shares of Common Stock having
a fair market value (determined by the Board of Directors of
the Company or a committee appointed by the Board) equal as
of the date of the exercise to the cash exercise price
option; or
(iii) at the discretion of the Committee and consistent with
applicable law, through the delivery of an assignment to the
Company of a sufficient amount of the proceeds from the sale
of the Common Stock acquired upon exercise of the option and
an authorization to the broker or selling agent to pay that
amount to the Company, which sale shall be at the
participant's direction at the time of exercise; or
(iv) at the discretion of the Company, by any combination of the
foregoing.
(B) LIMITATIONS ON PAYMENT BY DELIVERY OF COMMON STOCK: If the Optionee
delivers Common Stock held by the Optionee ("Old Stock") to the Company in full
or partial payment of the option price, and the Old Stock so delivered is
subject to restrictions or limitations imposed by agreement between the Optionee
and the Company, an equivalent number of Option Shares shall be subject to all
restrictions and limitations applicable to the Old Stock to the extent that the
Optionee paid for the Option Shares by delivery of Old Stock, in addition to any
restrictions or limitations imposed by this Agreement. Notwithstanding the
foregoing, the Optionee may not pay any part of the exercise price hereof by
transferring Common Stock to the Company unless such Common Stock has been owned
by the Optionee free of any substantial risk of forfeiture for at least six
months.
(C) PERMITTED PAYMENT BY RECOURSE NOTE: In addition, if this paragraph
is signed below by the person signing this Agreement on behalf of the Company,
and at the discretion of the Committee, the option price may be paid by delivery
of grantee's personal recourse note bearing interest payable not less than
annually at no less than 100% of the lowest applicable Federal rate, as defined
in Section 1274(d) of the Internal Revenue Code of 1986, as amended;
----------------------------------------
Signature
8. MEANS OF EXERCISING OPTION. Subject to the terms and conditions of this
Agreement, this option may be exercised by written notice to the Company, at the
principal executive office of the Company, or to such transfer agent as the
Company shall designate. Such notice shall state the election to exercise this
option and the number of Option Shares for which it is being exercised and shall
be signed by the person or persons so exercising this option. Such notice shall
be
<PAGE> 4
accompanied by payment of the full purchase price of such shares, and the
Company shall deliver a certificate or certificates representing such shares as
soon as practicable after the notice shall be received. Such certificate or
certificates shall be registered in the name of the person or persons so
exercising this option (or, if this option shall be exercised by the Optionee
and if the Optionee shall so request in the notice exercising this option, shall
be registered in the name of the Optionee and another person jointly, with right
of survivorship). In the event this option shall be exercised, pursuant to
Section 5 hereof, by any person or persons other than the Optionee, such notice
shall be accompanied by appropriate proof of the right of such person or persons
to exercise this option.
9. OPTION NOT TRANSFERABLE. This option shall not be assignable or
transferable by the grantee except by will or by the laws of descent and
distribution. Except as set forth in the previous sentence, during the lifetime
of the Optionee each NQO shall be exercisable only by the Optionee.
10. NO OBLIGATION TO EXERCISE OPTION. The grant and acceptance of this
option imposes no obligation on the Optionee to exercise it.
11. NO OBLIGATION TO CONTINUE BUSINESS RELATIONSHIP. Neither the Plan,
this Agreement, nor the grant of this option imposes any obligation on the
Company or any Related Corporation to continue to maintain a Business
Relationship with the Optionee.
12. NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE. The holder of an option shall
not have the rights of a shareholder with respect to the shares covered by such
option until the date of issuance of a stock certificate to such holder for such
shares. Except as expressly provided in paragraph 12 of the Plan with respect to
changes in capitalization and stock dividends, no adjustment shall be made for
dividends or similar rights for which the record date is before the date such
stock certificate is issued.
13. CAPITAL CHANGES AND BUSINESS SUCCESSIONS. The Plan contains provisions
covering the treatment of options in a number of contingencies such as stock
splits and mergers. Provisions in the Plan for adjustment with respect to stock
subject to options and related provisions with respect to successors to the
business of the Company are hereby made applicable hereunder and are
incorporated herein by reference.
14. WITHHOLDING TAXES. If the Company or any Related Corporation in its
discretion determines that it is obligated to withhold any tax in connection
with the exercise of this option, the vesting or transfer of Option Shares
acquired on the exercise of this option, or the making of a distribution or
other payment with respect to the Option Shares, the Optionee hereby agrees that
the Company or any Related Corporation may withhold from the Optionee's wages or
other remuneration the appropriate amount of tax. At the discretion of the
Company or Related Corporation, the amount required to be withheld may be
withheld in cash from such wages or other remuneration or in kind from the
Common Stock or other property otherwise deliverable to the Optionee on exercise
of this option. The Optionee further agrees that, if the Company or any Related
Corporation does not withhold an amount from the Optionee's wages or other
remuneration sufficient to satisfy the withholding obligation of the Company or
Related Corporation, the Optionee will make reimbursement on demand, in cash,
for the amount underwithheld.
<PAGE> 5
15. PROVISION OF DOCUMENTATION TO EMPLOYEE. By signing this Agreement the
Optionee acknowledges receipt of a copy of this Agreement and a copy of the
Plan.
16. MISCELLANEOUS.
(A) NOTICES: All notices hereunder shall be in writing and shall be
deemed given when sent by certified or registered mail, postage prepaid, return
receipt requested, to the address set forth below. The addresses for such
notices may be changed from time to time by written notice given in the manner
provided for herein.
(B) ENTIRE AGREEMENT: MODIFICATION: This Agreement constitutes the
entire agreement between the parties relative to the subject matter hereof, and
supersedes all proposals, written or oral, and all other communications between
the parties relating to the subject matter of this Agreement. This Agreement may
be modified, amended or rescinded only by a written agreement executed by both
parties.
(C) SEVERABILITY: The invalidity, illegality or unenforceability of any
provision of this Agreement shall in no way affect the validity, legality or
enforceability of any other provision.
(D) SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns, subject to the limitations set forth in Section 9 hereof.
(E) GOVERNING LAW: This Agreement shall be governed by and interpreted
in accordance with the laws of the Commonwealth of Massachusetts, without giving
effect to the principles of the conflicts of laws thereof. The preceding choice
of law provision shall apply to all claims, under any theory whatsoever, arising
out of the relationship of the parties contemplated herein.
IN WITNESS WHEREOF, the Company and the Optionee have caused this
instrument to be executed as of the date first above written.
- ------------------------------ PAREXEL International Corporation
Optionee 195 West Street
Waltham, MA 02154
- ------------------------------ By: /s/ William T. Sobo, Jr.
Print Name of Optionee ----------------------
William T. Sobo, Jr.
- ------------------------------ Title: Sr. Vice President/CFO
Street Address
- ------------------------------
City State Zip Code
- ------------------------------
Social Security Number
<PAGE> 1
EXHIBIT 5.1
February 26, 1998
PAREXEL International Corporation
195 West Street
Waltham, MA 02154
Re: Registration Statement on Form S-8 Relating to the 1998 Non-Qualified,
Non-Officer Stock Option Plan (the "Plan") of PAREXEL International
Corporation (the "Company")
Dear Sir or Madam:
Reference is made to the above-captioned Registration Statement on Form S-8
(the "Registration Statement") to be filed by the Company on or about February
27, 1998 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, a copy of the Plan, the Amended and Restated Articles of
Organization, as amended, and the 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, will be validly issued, fully paid and non-assessable.
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,
/s/ Testa, Hurwitz & Thibeault, LLP
-----------------------------------
TESTA, HURWITZ & THIBEAULT, LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 6, 1997, except as to the
pooling of interests with Kemper-Masterson, Inc., which is as of December 1,
1997, relating to the consolidated financial statements of PAREXEL International
Corporation, which appears in the Prospectus constituting part of the
Registration Statement on Form S-3 of PAREXEL International Corporation dated
January 27, 1998.
PRICE WATERHOUSE LLP
BOSTON, MASSACHUSETTS
FEBRUARY 26, 1998
425MTH6463/32.481128-1
