As filed with the Securities and Exchange Commission on July 28, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_______________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________
PAREXEL INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 8731 04-2776269
(State or other (Primary Standard (I.R.S. Employer
Jurisdiction Industrial Identification Number)
of incorporation Classification Code Number)
organization)
195 WEST STREET
Waltham, Massachusetts 02451
(781) 487-9900
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
JOSEF H. VON RICKENBACH
PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN
PAREXEL INTERNATIONAL CORPORATION
195 West Street
Waltham, Massachusetts 02451
(781) 487-9900
(Name, address, including zip code, and 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, Massachusetts 02110
(617) 248-7000
_______________
Approximate Date Of Commencement Of Proposed Sale To The Public:
As soon as practicable after this registration statement becomes
effective.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. __
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. ___
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. ___
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ___
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. ___
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
Shares be Maximum Maximum Registration
to be Registered Offering Price Aggregate Fee(2)
Registered Per Share(1) Offering
Price(1)
Common 255,908 $34.94 $8,941,425.50 $2,637.72
Stock,
$.01 par
value per
share
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457 under the Securities Act of 1933.
(2) Pursuant to Rule 457(c) under the Securities Act of 1933, the
registration fee has been calculated based upon the average of the
high and low prices per share of Common Stock on the Nasdaq National
Market on July 23, 1998.
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states
that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until
the registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
PROSPECTUS (Subject to Completion)
Dated: July 28, 1998
255,908 Shares
PAREXEL INTERNATIONAL CORPORATION
Common Stock
This prospectus relates to the resale of up to 255,908 shares
(the "Shares") of common stock, par value $.01 per share (the "Common
Stock"), of PAREXEL International Corporation ("PAREXEL" or the
"Company") by certain selling stockholders of the Company
(collectively, the "Selling Stockholders"). The Shares may be sold
from time to time by any or all of the Selling Stockholders in
brokers' transactions, to market makers or in block placements at
market prices prevailing at the time of sale or at prices otherwise
negotiated. See "Selling Stockholders" and "Plan of Distribution."
The Company will not receive any of the proceeds from the resale of
the Shares. The Company has agreed to bear all of the expenses in
connection with the registration and resale of the Shares (other than
selling commissions and the fees and expenses of counsel or other
advisors to the Selling Stockholders).
The Shares include 255,908 shares of Common Stock issued to
former stockholders of Kemper-Masterson Inc. ("KMI") in connection
with the merger of a wholly-owned subsidiary of the Company with and
into KMI pursuant to an Agreement and Plan of Reorganization and
Merger dated October 22, 1997, leaving KMI, currently known as
KMI/PAREXEL, Inc., a wholly-owned subsidiary of the Company (the "KMI
Merger"). The Company has previously registered 290,909 shares of
Common Stock issued to certain of the Selling Stockholders pursuant to
a registration statement on Form S-3 (File No. 333-44541).
The Common Stock of the Company is quoted on the Nasdaq National
Market under the symbol "PRXL". On July 23, 1998, the last reported
sale price for the Common Stock on the Nasdaq National Market was
$34.69 per share.
See "Risk Factors," on page 7 for information that should be
considered by
prospective investors.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this Prospectus is _________, 1998
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information filed
by the Company may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices
located at Seven World Trade Center, New York, New York 10048, and at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies may also be obtained from the Public
Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. In addition, the
Commission maintains a Worldwide Web site (http://www.sec.gov) that
contains reports, proxy and information statements and other
information regarding registrants that file electronically with the
Commission. The Common Stock of the Company is quoted on the Nasdaq
National Market. Reports, proxy statements and other information
concerning the Company may be inspected at the offices of the National
Association of Securities Dealers, Inc. located at 1735 K Street,
N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 (including all amendments thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the Common Stock offered hereby.
This Prospectus does not contain all information set forth in the
Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For
further information regarding the Company and the Common Stock offered
hereby, reference is hereby made to the Registration Statement and to
the exhibits and schedules filed therewith. Statements contained in
this Prospectus regarding the contents of any agreement or other
document filed as an exhibit to the Registration Statement are not
necessarily complete, and in each instance reference is made to the
copy of such document filed as an exhibit to the Registration
Statement for a more complete description of the matters involved.
The Registration Statement, including the exhibits and schedules
thereto, may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or through its Worldwide Web site
(http://www.sec.gov).
The Company will provide without charge to each person to whom a
Prospectus is delivered, on the written or oral request of any such
person, a copy of any or all of the documents incorporated by
reference herein (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into such
documents). Requests for such copies should be directed to PAREXEL
International Corporation, Attention: Investor Relations Department,
195 West Street, Waltham, Massachusetts, 02451, telephone number (781)
487-9900.
PAREXEL is a registered service mark of the Company.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated in this Prospectus by
reference (File No. 0-27058):
1. The Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1997.
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997.
3.The Company's Quarterly Report on Form 10-Q for the quarter
ended December 31, 1997.
4.The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998.
5.The Company's Current Reports on Form 8-K and 8-K/A dated
August 7, 1997, October 23, 1997, January 27, 1998, March 1,
1998, March 2, 1998 and April 27, 1998.
6.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
termination of the offering of the Shares, shall be deemed to be
incorporated by reference in this Prospectus and made a part hereof
from the date of filing of such documents. Any statement contained in
a document incorporated or deemed to be incorporated by reference in
this Prospectus shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein or in any Prospectus
Supplement modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The information required pursuant to Item 11 may be found under the
captions "Selected Consolidated Financial Data", "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" and "Consolidated Financial Statements" in the Company's
Registration Statement on Form S-3 (Registration No. 333-53941) and is
incorporated herein by reference.
SUMMARY
The following summary is qualified in its entirety by the more
detailed information appearing elsewhere or incorporated by reference
in this Prospectus. This Prospectus may contain certain "forward-
looking" information, as that term is defined by (i) the Private
Securities Litigation Reform Act of 1995 (the "Act") and (ii) releases
made by the Securities and Exchange Commission. Such information
involves risks and uncertainties. The Company's actual results may
differ materially from the results discussed in the forward-looking
statements. Factors that might cause such a difference include, but
are not limited to, those discussed in "Risk Factors."
THE COMPANY
PAREXEL International Corporation ("PAREXEL" or the "Company") is a
leading contract research organization ("CRO") providing a broad range
of knowledge-based product development and product launch services to
the worldwide pharmaceutical, biotechnology and medical device
industries. The Company's primary objective is to help clients
quickly obtain the necessary regulatory approvals of their products
and, ultimately, optimize the market penetration of those products.
Over the past fifteen years, PAREXEL has developed significant
expertise in disciplines supporting this strategy. The Company's
service offerings include: clinical trials management, data
management, biostatistical analysis, medical marketing, clinical
pharmacology, regulatory and medical consulting, performance
improvement, industry training and publishing, and other drug
development consulting services. The Company believes that its
integrated services, therapeutic area depth, and sophisticated
information technology, along with its experience in global drug
development and product launch services, represent key competitive
strengths.
The Company complements the research and development ("R&D")
functions, as well as the marketing functions, of pharmaceutical and
biotechnology companies. Through its high quality clinical research
and medical marketing services, PAREXEL helps clients maximize the
return on their significant investments in research and development by
reducing the time and cost of clinically testing their products and
launching those products into the commercial marketplace. By
outsourcing these types of services, clients are provided with a
variable cost alternative to the fixed costs associated with internal
drug development and product marketing. Clients no longer need to
staff to peak periods, and can benefit from PAREXEL's technical
resource pool, broad therapeutic area expertise, global infrastructure
designed to expedite parallel, multi-country clinical trials, and
other expertise-oriented advisory services focused on accelerating
time-to-market.
Headquartered near Boston, Massachusetts, the Company has more than 40
offices throughout 24 countries, and employs approximately 3,500
individuals. The Company has established footholds in the major
health care markets around the world, including the United States,
Japan, Germany, the United Kingdom ("U.K."), France, Italy, Spain,
Sweden, Australia, and Israel.
The CRO industry derives substantially all of its revenue from the
pharmaceutical and biotechnology industries. The Company believes that
the following trends will cause the CRO industry to continue to grow:
(i) the worldwide research and development expenditures for new drugs,
including amounts spent on services of the type provided by CROs, have
experienced substantial growth in recent years as a result of
pressures to develop new drugs for an aging population and for the
treatment of life threatening diseases and chronic disorders; (ii)
many pharmaceutical companies, in response to competitive pressures to
accelerate time to market and contain costs, have turned to CROs as a
means of adding more flexible drug development capacity to accommodate
their full product pipelines, thereby shifting fixed costs to variable
costs; (iii) pharmaceutical and biotechnology companies increasingly
are attempting to maximize profits from a given drug by pursuing
regulatory approvals in multiple countries in parallel, rather than
sequentially, by outsourcing to CROs with global capabilities; (iv) as
regulatory requirements in many jurisdictions have become more
complex, the pharmaceutical and biotechnology industries are
increasingly outsourcing to certain CROs to take advantage of their
regulatory expertise, data management capabilities and global
presence; and (v) the growth of the biotechnology industry has
increased the demand for expertise and services provided by outside
sources, including CROs. There can be no assurance, however, that
these trends will result in growth in the CRO industry.
Central to PAREXEL's success has been the Company's focused strategy
on building its platform of knowledge in the pursuit of outstanding
client service. This includes a focus on its core clinical research
business; a focus on continuous process improvement, efficiency gains
and leveraging internal expertise, resources and infrastructure; a
focus on managing the Company's internal growth while augmenting the
Company's knowledge base through strategic acquisitions; a focus on
deeply and broadly penetrating key client accounts by offering a full
spectrum of clinical development and medical marketing services; and
always, a focus on outstanding quality and superior client service.
The Company's service philosophy involves a flexible approach which
allows its clients to use the Company's services on an individual or
bundled basis. The Company believes its expertise in conducting
scientifically demanding trials and its ability to coordinate
complicated global trials are significant competitive strengths. The
Company continues to devote significant resources to developing
innovative methodologies and sophisticated information systems
designed to allow the Company to more effectively manage its business
operations and deliver services to its clients. The Company has
executed a focused growth strategy embracing internal expansion and
strategic acquisitions to expand or enhance the Company's portfolio of
services, geographic presence, therapeutic area knowledge, information
technology, and client relationships.
The Company was incorporated in The Commonwealth of Massachusetts in
1983. Unless the context otherwise requires, the terms "PAREXEL" and
"the Company" refer to PAREXEL International Corporation and its
subsidiaries. The Company's principal executive offices are located at
195 West Street, Waltham, Massachusetts 02451, and its telephone
number is (781) 487-9900.
USE OF PROCEEDS
The Company will not receive any proceeds from the resale of the
Shares of Common Stock by the Selling Stockholders hereunder. See
"Selling Stockholders" and "Plan of Distribution." The principal
purpose of this offering is to effect an orderly disposition of the
Selling Stockholders' Shares.
RISK FACTORS
In addition to the other information in this Registration Statement,
the following risk factors should be considered carefully in
evaluating the Company and its business. Information provided by the
Company from time to time may contain certain "forward-looking"
information, as that term is defined by (i) the Private Securities
Litigation Reform Act of 1995 (the "Act") and (ii) in releases made by
the Securities and Exchange Commission (the "SEC"). These risk factors
are being provided pursuant to the provisions of the Act and with the
intention of obtaining the benefits of the "safe harbor" provisions of
the Act.
Loss or Delay of Large Contracts. Most of the Company's contracts are
terminable upon 60 to 90 days' notice by the client. Clients terminate
or delay contracts for a variety of reasons, including, among others,
the failure of products being tested to satisfy safety requirements,
unexpected or undesired clinical results of the product, the client's
decision to forego a particular study, such as for economic reasons,
insufficient patient enrollment or investigator recruitment or
production problems resulting in shortages of the drug. In addition,
the Company believes that cost-containment and competitive pressures
have caused pharmaceutical companies to apply more stringent criteria
to the decision to proceed with clinical trials and therefore may
result in a greater willingness of these companies to cancel contracts
with CROs. The loss or delay of a large contract or the loss or delay
of multiple contracts could have a material adverse effect on the
financial performance of the Company.
Variability of Quarterly Operating Results. The Company's quarterly
operating results have been subject to variation, and will continue to
be subject to variation, depending upon factors such as the
initiation, progress, or cancellation of significant projects,
exchange rate fluctuations, the mix of services offered, the opening
of new offices and other internal expansion costs, the costs
associated with integrating acquisitions and the startup costs
incurred in connection with the introduction of new products and
services. Because a high percentage of the Company's operating costs
are relatively fixed, variations in the initiation, completion, delay
or loss of contracts, or in the progress of client projects can cause
material adverse variations in quarterly operating results.
Dependence on Certain Industries and Clients. The Company's revenues
are highly dependent on research and development expenditures by the
pharmaceutical and biotechnology industries. The Company's operations
could be materially and adversely affected by general economic
downturns in its clients' industries, the impact of the current trend
toward consolidation in these industries or any decrease in research
and development expenditures. Furthermore, the Company has benefited
to date from the increasing tendency of pharmaceutical companies to
outsource large clinical research projects. A reversal or slowing of
this trend would have a material adverse effect on the Company. In
fiscal 1997, 1996, and 1995, and the nine months ended March 31, 1998,
the Company's top five clients accounted for 36%, 29%, 17%, and 34%,
respectively, of the Company's consolidated net revenue. In fiscal
1997, 1996, and 1995, no single customer accounted for more than 10%
of net revenue; however, one client accounted for 13% and 12% of
consolidated net revenue for the three months and the nine months
ended March 31, 1998. The loss of business from a significant client
could have a material adverse effect on the Company.
Management of Business Expansion; Need for Improved Systems;
Assimilation of Foreign Operations. The Company's business and
operations have experienced substantial expansion over the past 15
years. The Company believes that such expansion places a strain on
operational, human and financial resources. In order to manage such
expansion, the Company must continue to improve its operating,
administrative and information systems, accurately predict its future
personnel and resource needs to meet client contract commitments,
track the progress of ongoing client projects and attract and retain
qualified management, professional, scientific and technical operating
personnel. Expansion of foreign operations also may involve the
additional risks of assimilating differences in foreign business
practices, hiring and retaining qualified personnel, and overcoming
language barriers. In the event that the operation of an acquired
business does not live up to expectations, the Company may be required
to restructure the acquired business or write-off the value of some or
all of the assets of the acquired business. Failure by the Company to
meet the demands of and to manage expansion of its business and
operations could have a material adverse effect on the Company's
business.
Risks Associated with Acquisitions. The Company has made a number of
acquisitions and will continue to review future acquisition
opportunities. In particular, the Company has recently made several
substantial acquisitions. No assurances can be given that acquisition
candidates will continue to be available on terms and conditions
acceptable to the Company. Acquisitions involve numerous risks,
including, among other things, difficulties and expenses incurred in
connection with the acquisitions and the subsequent assimilation of
the operations and services or products of the acquired companies, the
diversion of management's attention from other business concerns and
the potential loss of key employees of the acquired company.
Acquisitions of foreign companies also may involve the additional
risks of assimilating differences in foreign business practices and
overcoming language barriers. In the event that the operations of an
acquired business do not live up to expectations, the Company may be
required to restructure the acquired business or write-off the value
of some or all of the assets of the acquired business. In fiscal 1993
and 1995, the Company's results of operations were materially and
adversely affected by write-offs associated with the Company's
acquired German operations. There can be no assurance that any
acquisition will be successfully integrated into the Company's
operations.
Dependence on Government Regulation. The Company's business depends
on the comprehensive government regulation of the drug development
process. In the United States, the general trend has been in the
direction of continued or increased regulation, although the FDA
recently announced regulatory changes intended to streamline the
approval process for biotechnology products by applying the same
standards as are in effect for conventional drugs. In Europe, the
general trend has been toward coordination of common standards for
clinical testing of new drugs, leading to changes in the various
requirements currently imposed by each country. Japan also legislated
GCP and legitimatized the use of CRO's in April 1997. Changes in
regulation, including a relaxation in regulatory requirements or the
introduction of simplified drug approval procedures, as well as
anticipated regulation, could materially and adversely affect the
demand for the services offered by the Company. In addition, failure
on the part of the Company to comply with applicable regulations could
result in the termination of ongoing research or the disqualification
of data, either of which could have a material adverse effect on the
Company.
Competition; CRO Industry Consolidation. The Company primarily
competes against in-house departments of pharmaceutical companies,
full service CROs, and, to a lesser extent, universities, teaching
hospitals and other site organizations. Some of these competitors have
greater capital, technical and other resources than the Company. CROs
generally compete on the basis of previous experience, medical and
scientific expertise in specific therapeutic areas, the quality of
services, the ability to organize and manage large-scale trials on a
global basis, the ability to manage large and complex medical
databases, the ability to provide statistical and regulatory services,
the ability to recruit investigators and patients, the ability to
integrate information technology with systems to improve the
efficiency of contract research, an international presence with
strategically located facilities, financial viability and price.
PAREXEL believes that it competes favorably in these areas. There can
be no assurance that the Company will be able to compete favorably in
these areas.
The CRO industry is fragmented, with participants ranging from several
hundred small, limited-service providers to several large, full-
service CROs with global operations. Large CROs against whom PAREXEL
competes include Quintiles Transnational Corporation, Covance Inc.,
IBAH, Inc., Pharmaceutical Product Development, Inc. and ClinTrials
Research, Inc. The trend toward CRO industry consolidation has
resulted in heightened competition among the larger CROs for clients
and acquisition candidates. In addition, consolidation within the
pharmaceutical industry as well pharmaceutical companies outsourcing
to a fewer number of preferred CROs has led to heightened competition
for CRO contracts.
Potential Volatility of Stock Price. The market price of the
Company's Common Stock could be subject to wide fluctuations in
response to quarter-to-quarter variations in operating results,
changes in earnings estimates by analysts, market conditions in the
industry, prospects of health care reform, changes in government
regulation and general economic conditions. In addition, the stock
market has from time to time experienced significant price and volume
fluctuations that have been unrelated to the operating performance of
particular companies. These market fluctuations may adversely affect
the market price of the Company's Common Stock. Because the Company's
Common Stock currently trades at a relatively high price-earnings
multiple, due in part to analysts' expectations of continued earnings
growth, even a relatively small shortfall in earnings from, or a
change in, analysts' expectations may cause an immediate and
substantial decline in the Company's stock price. Investors in the
Company's Common Stock must be willing to bear the risk of such
fluctuations in earnings and stock price.
Potential Adverse Impact of Health Care Reform. Numerous governments
have undertaken efforts to control growing health care costs through
legislation, regulation and voluntary agreements with medical care
providers and pharmaceutical companies. In the last several years,
several comprehensive health care reform proposals were introduced in
the U.S. Congress. The intent of the proposals was, generally, to
expand health care coverage for the uninsured and reduce the growth of
total health care expenditures. While none of the proposals were
adopted, health care reform may again be addressed by the U.S.
Congress. Implementation of government health care reform may
adversely affect research and development expenditures by
pharmaceutical and biotechnology companies, resulting in a decrease of
the business opportunities available to the Company. Management is
unable to predict the likelihood of health care reform proposals being
enacted into law or the effect such law would have on the Company.
Many European governments have also reviewed or undertaken health care
reform. For example, German health care reform legislation implemented
in January 1993 contributed to an estimated 15% decline in German
pharmaceutical industry sales in calendar 1993 and led several clients
to cancel contracts with the Company. Subsequent to these events, in
the third quarter of fiscal 1993, the Company restructured its German
operations and incurred a restructuring charge of approximately $3.3
million. In addition, in the third quarter of fiscal 1995, the
Company's results of operations were affected by a non-cash write-down
due to the impairment of long-lived assets of PAREXEL GmbH, the
Company's German subsidiary, of approximately $11.3 million. The
Company cannot predict the impact that any pending or future health
care reform proposals may have on the Company's business in Europe.
Dependence on Personnel; Ability to Attract and Retain Personnel. The
Company relies on a number of key executives, including Josef H. von
Rickenbach, its President, Chief Executive Officer and Chairman, upon
whom the Company maintains key man life insurance. Although the
Company has entered into agreements containing non-competition
restrictions with its senior officers, the Company does not have
employment agreements with certain of these persons and the loss of
the services of any of the Company's key executives could have a
material adverse effect on the Company.
The Company's performance also depends on its ability to attract and
retain qualified professional, scientific and technical operating
staff. The level of competition among employers for skilled personnel,
particularly those with M.D., Ph.D. or equivalent degrees, is high.
There can be no assurance the Company will be able to continue to
attract and retain qualified staff.
Potential Liability; Possible Insufficiency of Insurance. Clinical
research services involve the testing of new drugs on consenting human
volunteers pursuant to a study protocol. Such testing involves a risk
of liability for personal injury or death to patients due to, among
other reasons, possible unforeseen adverse side effects or improper
administration of the new drug. Many of these patients are already
seriously ill and are at risk of further illness or death. The Company
could be materially and adversely affected if it were required to pay
damages or incur defense costs in connection with a claim that is
outside the scope of an indemnity or insurance coverage, or if the
indemnity, although applicable, is not performed in accordance with
its terms or if the Company's liability exceeds the amount of
applicable insurance. In addition, there can be no assurance that such
insurance will continue to be available on terms acceptable to the
Company.
Adverse Effect of Exchange Rate Fluctuations. Approximately 42% of
the Company's net revenue for fiscal 1997, 48% for fiscal 1996, 51%
for fiscal 1995, and 38% for the nine months ended March 31, 1998,
were derived from the Company's operations outside of North America.
Since the revenue and expenses of the Company's foreign operations are
generally denominated in local currencies, exchange rate fluctuations
between local currencies and the United States dollar will subject the
Company to currency translation risk with respect to the results of
its foreign operations. To the extent the Company is unable to shift
to its clients the effects of currency fluctuations, these
fluctuations could have a material adverse effect on the Company's
results of operations. The Company does not currently hedge against
the risk of exchange rate fluctuations.
Anti-Takeover Provisions; Possible Issuance of Preferred Stock. The
Company's Restated Articles of Organization and Restated By-Laws
contain provisions that may make it more difficult for a third party
to acquire, or may discourage a third party from acquiring, the
Company. These provisions could limit the price that certain investors
might be willing to pay in the future for shares of the Company's
Common Stock. In addition, shares of the Company's Preferred Stock may
be issued in the future without further stockholder approval and upon
such terms and conditions, and having such rights, privileges and
preferences, as the Board of Directors may determine. The rights of
the holders of Common Stock will be subject to, and may be adversely
affected by, the rights of any holders of Preferred Stock that may be
issued in the future. The issuance of Preferred Stock, while providing
desirable flexibility in connection with possible acquisitions and
other corporate purposes, could adversely affect the market price of
the Common Stock and could have the effect of making it more difficult
for a third party to acquire, or discouraging a third party from
acquiring, a majority of the outstanding voting stock of the Company.
The Company has no present plans to issue any shares of Preferred
Stock.
SELLING STOCKHOLDERS
The following table sets forth certain information regarding
beneficial ownership of the Shares as of July 23, 1998 and the number
of Shares which may be offered by or for the account of the Selling
Stockholders or their transferees or distributes from time to time.
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."
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Shares Owned Shares Offered Shares Owned
Before Pursuant After
The Offering to the The
Prospectus Offering
(1)
Selling Stockholders Number Percent(2) Number Percent(2) Number Percent
Clarence A. Kemper 229,939 * 115,669 * 114,270 *
Michael Masterson 146,038 * 80,519 * 65,519 *
Mark A. Lester 30,017 * 26,009 * 4,008 *
Ronald F. Tetzlaff 34,017 * 26,009 * 8,008 *
Alan R. Parenteau 5,879 * 2,889 * 2,990 *
Jon R. Voss 2,890 * 2,889 * 1 *
Warren Handren 962 * 962 * 0 *
David Hyde 962 * 962 * 0 *
Total: 450,704 1.83% 255,908 1.04% 194,796 .08%
</TABLE>
*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 July 23, 1998, there were 24,646,372 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.
Each of Clarence A. Kemper, P. Michael Masterson, Mark A. Lester,
Ronald F. Tetzlaff, Alan R. Parenteau, Jon Voss, Warren Handren and
David Hyde (the "KMI Stockholders") acquired his Shares in connection
with the merger of KMI Acquisition Corporation, a Massachusetts
corporation and wholly-owned subsidiary of the Company, with and into
Kemper-Masterson, Inc., a Delaware corporation ("KMI") (the "KMI
Merger"), pursuant to an Agreement and Plan of Reorganization and
Merger dated October 22, 1997 by and among KMI, KMI Acquisition
Corporation, the Company and the KMI Stockholders (the "Merger
Agreement"). Pursuant to the terms of a Registration Rights Agreement
dated December 1, 1997 by and among the KMI Stockholders and the
Company, 290,909 of the 581,817 shares of Common Stock issued to the
KMI Stockholders in connection with the KMI Merger are currently
registered pursuant to a registration statement on Form S-3 (File No.
333-44541). The remaining 255,908 shares of Common Stock currently
owned by the KMI Stockholders are being offered hereby. Such rights
are more fully described in the Registration Rights Agreement
incorporated by reference as Exhibit 4.3 herein.
An aggregate of 25,297 shares of Common Stock issued to the KMI
Stockholders are being held in escrow pursuant to the Merger Agreement
until the earlier of (i) December 1, 1998 or (ii) the delivery of an
audit report relating to the Company's financial statements for the
fiscal year ended June 30, 1998. These shares will be used to satisfy
any indemnification claims which may be brought by the Company based
upon a breach of the representations or warranties of KMI or the KMI
Stockholders as set forth in the Merger Agreement. Each of the KMI
Stockholders has sole authority to hold or dispose of, and to vote all
securities held by him, including those shares held in escrow by the
Company but issued in the name of the KMI Stockholder. Other than Mr.
Parenteau, who is now employed by the Company, each of the KMI
Stockholders is presently employed by KMI in its capacity as a wholly-
owned subsidiary of the Company, including Mr. Masterson, who serves
as KMI's President. The KMI Merger was accounted for as a pooling of
interests for financial accounting purposes.
Each of the Selling Stockholders represented to the Company, in
connection with the completion of the KMI Merger, that he 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 commercially reasonable efforts to keep the Registration
Statement effective until the earlier of the sale of all of the Shares
pursuant to this Registration Statement or December 1, 1998. 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 December 1, 1998.
Pursuant to the Registration Rights Agreement by and between the
Company and each of the Selling Stockholders (the "Registration Rights
Agreement"), 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 Agreement
provides 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 Stockholder.
Similarly, the Registration Rights Agreement provides 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
Stockholder.
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.
DESCRIPTION OF CAPITAL STOCK
The current authorized capital stock of the Company is 50,000,000
shares of Common Stock, par value $.01 per share, and 5,000,000 shares
of Preferred Stock, par value $.01 per share.
Common Stock
As of July 23, 1998, there were 24,646,372 shares of Common Stock
outstanding and held of record by 141 stockholders.
Holders of Common Stock are entitled to one vote for each share held
on all matters submitted to a vote of stockholders. Holders of Common
Stock do not have cumulative voting rights. Accordingly, holders of a
majority of the shares of Common Stock entitled to vote in any
election of directors may elect all of the directors standing for
election. Holders of Common Stock are entitled to receive ratably such
dividends, if any, as may be declared by the Board of Directors out of
funds legally available therefor, subject to any preferential dividend
rights of any outstanding Preferred Stock. Upon the liquidation,
dissolution or winding up of the Company, the holders of Common Stock
are entitled to receive ratably the net assets of the Company
available after the payment of all debts and other liabilities and
subject to the prior rights of any outstanding Preferred Stock.
Holders of the Common Stock have no preemptive, subscription,
redemption or conversion rights. The outstanding shares of Common
Stock are, and the shares offered by the Company in this offering will
be, when issued and paid for, fully paid and nonassessable. The
rights, preferences and privileges of holders of Common Stock are
subject to, and may be adversely affected by, the rights of the
holders of shares of any series of Preferred Stock which the Company
may designate and issue in the future.
Preferred Stock
The Board of Directors is authorized, subject to certain limitations
prescribed by law, without further stockholder approval, to issue from
time to time up to an aggregate of 5,000,000 shares of Preferred Stock
in one or more series and to fix or alter the designations,
preferences, rights and any qualifications, limitations or
restrictions of the shares of each such series thereof, including the
dividend rights, dividend rates, conversion rights, voting rights,
terms of redemption (including sinking fund provisions), redemption
price or prices, liquidation preferences and the number of shares
constituting any series or designations of such series. The issuance
of Preferred Stock may have the effect of delaying, deferring or
preventing a change of control of the Company. There are no shares of
Preferred Stock outstanding. The Company has no present plans to
issue any shares of Preferred Stock.
Massachusetts Law and Certain Provisions of the Company's Restated
Articles of Organization and By-Laws
The Company believes that it has more than 200 beneficial
stockholders, thus making it subject to Chapter 110F of the
Massachusetts General Laws, an anti-takeover law. In general, this
statute prohibits a publicly held Massachusetts corporation from
engaging in a "business combination" with an "interested stockholder"
for a period of three years after the date of the transaction in which
the person becomes an interested stockholder, unless (i) the
interested stockholder obtains the approval of the board of directors
prior to becoming an interested stockholder, (ii) the interested
stockholder acquires 90% of the outstanding voting stock of the
corporation (excluding shares held by certain affiliates of the
corporation) at the time it becomes an interested stockholder, or
(iii) the business combination is approved by both the board of
directors and the holders of two-thirds of the outstanding voting
stock of the corporation (excluding shares held by the interested
stockholder). An "interested stockholder" is a person who, together
with its affiliates and associates, owns (or at any time within the
prior three years did own) 5% or more of the outstanding voting stock
of the corporation. A "business combination" includes a merger, a
stock or asset sale, and certain other transactions resulting in a
financial benefit to the interested stockholder. . There are no
shares of Preferred Stock outstanding. The Company may at any time
elect not to be governed by Chapter 110F by vote of a majority of its
stockholders, but such an amendment would not be effective for twelve
months and would not apply to a business combination with any person
who became an interested stockholder prior to the adoption of the
amendment.
The Massachusetts Business Corporation Law generally requires that
publicly-held Massachusetts corporations have a classified board of
directors consisting of three classes as nearly equal in size as
possible, unless those corporations elect to opt out of the statute's
coverage. By vote of the Board of Directors, the Company has elected
to opt out of the classified board provisions of this statute and has
adopted separate classified Board provisions in its Restated Articles
of Organization.
The Company's By-Laws include a provision that excludes the Company
from the applicability of Massachusetts General Laws Chapter 110D,
entitled "Regulation of Control Share Acquisitions." In general, this
statute provides that any stockholder of a corporation subject to this
statute who acquires 20% or more of the outstanding voting stock of a
corporation may not vote such stock unless the stockholders of the
corporation so authorize. The Board of Directors may amend the
Company's By-Laws at any time to subject the Company to this statute
prospectively.
The Company's By-Laws require that nominations for the Board of
Directors made by a stockholder comply with certain notice procedures.
A notice by a stockholder of a planned nomination must be given not
less than 60 and not more than 90 days prior to a scheduled meeting,
provided that if less than 70 days' notice is given of the date of the
meeting, a stockholder will have ten days within which to give such
notice. The stockholder's notice of nomination must include particular
information about the stockholder, the nominee and any beneficial
owner on whose behalf the nomination is made. The Company may require
any proposed nominee to provide such additional information as is
reasonably required to determine the eligibility of the proposed
nominee.
The By-Laws also require that a stockholder seeking to have any
business conducted at a meeting of stockholders give notice to the
Company not less than 60 and not more than 90 days prior to the
scheduled meeting, provided that if less than 70 days' notice is given
of the date of the meeting, a stockholder will have ten days within
which to give such notice. The notice from the stockholder must
describe the proposed business to be brought before the meeting and
include information about the stockholder making the proposal, any
beneficial owner on whose behalf the proposal is made, and any other
stockholder known to be supporting the proposal. The By-Laws require
the Company to call a special stockholders' meeting at the request of
stockholders holding at least 33 1/3% of the voting power of the
Company.
The Company's Restated Articles of Organization include provisions
eliminating the personal liability of the Company's directors for
monetary damages resulting from breaches of their fiduciary duty to
the extent permitted by the Massachusetts Business Corporation Law.
Additionally, the Company's Restated Articles of Organization provide
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 or in
any capacity with respect to any employee benefit plan of the Company,
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 or, to the extent such matter relates to service with
respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.
The Restated Articles of Organization provide that certain
transactions, such as the sale, lease or exchange of all or
substantially all of the Company's property and assets and the merger
or consolidation of the Company into or with any other corporation,
may be authorized by the approval of the holders of a majority of the
shares of each class of stock entitled to vote thereon, rather than by
two-thirds as otherwise provided by statute, provided that the
transactions have been authorized by a majority of the members of the
Board of Directors and the requirements of any other applicable
provisions of the Restated Articles of Organization have been met.
Certain of the provisions of the Restated Articles of Organization and
By-Laws discussed above would discourage or make more difficult a
proxy contest or the assumption of control by a holder of a
substantial block of the Company's stock. Such provisions could also
have the effect of discouraging a third party from making a tender
offer or otherwise attempting to obtain control of the Company, even
though such an attempt might be beneficial to the Company and its
stockholders. In addition, since the Restated Articles of Organization
and By-Laws are designed to discourage accumulations of large blocks
of the Company's stock by purchasers whose objective is to have stock
repurchased by the Company at a premium, such provisions could tend to
reduce the temporary fluctuations in the market price of the Company's
stock which are caused by such accumulations. Accordingly,
stockholders could be deprived of certain opportunities to sell their
stock at a temporarily higher market price.
Transfer Agent and Registrar
The Transfer Agent and Registrar for the Common Stock is BankBoston,
N.A.
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time by the Selling
Stockholders for their own accounts. The Company will receive none of
the proceeds from this offering. The Selling Stockholders will pay or
assume brokerage commissions or other charges and expenses incurred in
the resale of the Shares.
Resales of the Shares by the Selling Stockholders are not subject to
any underwriting agreement. The Shares covered by this Prospectus may
be sold by the Selling Stockholders or by pledgees, donees,
transferees or other successors in interest. The Shares offered by
each Selling Stockholder may be sold from time to time at market
prices prevailing at the time of sale, at prices relating to such
prevailing market prices or at negotiated prices. Such sales may be
effected in the over-the-counter market, on the Nasdaq National
Market, or on any exchange on which the Shares may then be listed.
The Shares may be sold by one or more of the following: (a) one or
more block trades in which a broker or dealer so engaged will attempt
to sell all or a portion of the Shares held by the Selling
Stockholders as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a
broker or dealer as principal and resale by such broker or dealer for
its account pursuant to this Prospectus; (c) ordinary brokerage
transactions and transactions in which the broker solicits purchasers;
(d) in negotiated transactions, and (e) through other means. The
Selling Stockholders may effect such transactions by selling Shares
through customary brokerage channels, either through broker-dealers
acting as agents or brokers, or through broker-dealers acting as
principals, who may then resell the Shares, or at private sales or
otherwise, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. The
Selling Stockholders may effect such transactions by selling Shares to
or through broker-dealers, and such broker-dealers may receive
compensation in the form of underwriting discounts, concessions,
commissions, or fees from the Selling Stockholders and/or purchasers
of the Shares for whom such broker-dealers may act as agent or to whom
they sell as principal, or both (which compensation to a particular
broker-dealer might be in excess of customary commissions). Any
broker-dealers that participate with the Selling Stockholders in the
distribution of the Shares may be deemed to be underwriters and any
commissions received by them and any profit on the resale of the
Shares positioned by them might be deemed to be underwriting
compensation, within the meaning of the Securities Act, in connection
with such sales.
The Company intends to maintain the effectiveness of this Prospectus
until October 22, 1998 or such period as is required to satisfy the
Company's obligations under the Registration Rights Agreements by and
among the Selling Stockholders and the Company; provided, however,
that the rights of the Selling Stockholders to resell the Shares
pursuant to this Registration Statement may be suspended by the
Company under certain circumstances, as set forth in the Registration
Rights Agreements.
The Company will inform the Selling Stockholders that the
antimanipulation rules under the Securities Exchange Act of 1934
(Regulation M - Rule 102) may apply to sales in the market and will
furnish the Selling Stockholders upon request with a copy of these
Rules. The Company will also inform the Selling Stockholders of the
need for delivery of copies of this Prospectus.
Any Shares covered by the Prospectus that qualify for resale pursuant
to Rule 144 under the Securities Act may be sold under Rule 144 rather
than pursuant to this Prospectus.
The Common Stock is quoted on the Nasdaq National Market under the
symbol "PRXL."
LEGAL MATTERS
Certain legal matters with respect to the issuance of the Shares are
being passed upon for the Company and the Selling Stockholders by
Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts.
EXPERTS
The consolidated financial statements of the Company as of June 30,
1997 and 1996 and for each of the three years in the period ended June
30, 1997 included in this Prospectus, except as they relate to PPS
Europe Limited, have been audited by PricewaterhouseCoopers LLP,
independent accountants, and insofar as they relate to PPS Europe
Limited, by Grant Thornton, independent accounts, whose report thereon
appears herein. Such financial statements have been so included in
reliance on the reports of such independent accountants given on the
authority of said firms as experts in auditing and accounting.
No dealer, sales representative or any other person has been
authorized to give any information or to make any representations in
connection with this offering other than those contained in this
prospectus, and, if given or made, such information or representations
must not be relied upon as having been authorized by the company, any
of the selling stockholders or any of the underwriters. This
prospectus does not constitute an offer to sell, or a solicitation of
an offer to buy, any securities other than the registered securities
to which it relates or an offer to, or a solicitation of, any person
in any jurisdiction where such offer or solicitation would be
unlawful. Neither the delivery of this prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that
there has been no change in the affairs of the company since the date
hereof or that the information contained herein is correct as of any
time subsequent to the date hereof.
_________________________
TABLE OF CONTENTS
PAGE
Available Information
Incorporation of Certain Information
by Reference
The Company
Risk Factors
Use of Proceeds
Selected Supplemental Consolidated
Financial Data
Management's Discussion and
Analysis of Financial Condition
Selling Stockholders
Description of Capital Stock
Plan of Distribution
Legal Matters
Experts
Index to Supplemental Consolidated
Financial Statements
255,908 Shares
PAREXEL INTERNATIONAL CORPORATION
Common Stock
_______________________
PROSPECTUS
, 1998
________________________
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Estimated expenses payable in connection with the sale of the
Common Stock offered hereby are as follows:
SEC Registration fee $ 2,638
Nasdaq Additional Listing fee 13,637
Legal fees and expenses 20,000
Accounting fees and expenses 15,000
Total $ 51,275
The Company will bear all expenses shown above. All amounts
other than the SEC Registration fee and the Nasdaq Additional Listing
fee are estimated solely for the purpose of this offering.
Item 15. 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.
Reference is hereby made to Section 10 of the Registration Rights
Agreement filed as Exhibit 4.3 to this Registration Statement, for a
description of indemnification arrangements between the Company and
the Selling Stockholders, pursuant to which the Selling Stockholders
are obligated, under certain circumstances, to indemnify directors,
officers and controlling persons of the Company against certain
liabilities, including liabilities under the Securities Act of 1933,
as amended.
Item 16. Exhibits.
Exhibits:
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).
4.2 Agreement and Plan of Reorganization and
Merger dated as of October 22, 1997 by and among the
Company, Kemper-Masterson, Inc., KMI Acquisition
Corporation, Clarence A. Kemper, P. Michael Masterson,
Mark A. Lester, Ronald F. Tetzlaff, Alan R. Parenteau,
Jon Voss, Warren Handren and David Hyde (filed as
Exhibit 4.2 to the Registrant's Registration Statement
on Form S-3 (File No. 333-44541) and incorporated
herein by reference).
4.3 Registration Rights Agreement dated as of
December 1, 1997 by and among the Company and each of
Clarence A. Kemper, P. Michael Masterson, Mark A.
Lester, Ronald F. Tetzlaff, Alan R. Parenteau, Jon
Voss, Warren Handren and David Hyde (filed as Exhibit
4.3 to the Registrant's Registration Statement on Form
S-3 (File No. 333-44541) and incorporated herein by
reference).
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Grant Thornton
23.3 Consent of Testa, Hurwitz & Thibeault, LLP
(included in Exhibit 5.1).
24.1 Power of Attorney (included as part of the
signature page to this Registration Statement).
Item 17. 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3
and has duly caused this Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized in
the City of Waltham, Commonwealth of Massachusetts on July 28, 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-3, 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.
Signature Title(s) Date
/s/Josef H. von Rickenbach President, Chief Executive July 28, 1998
Officer and Chairman
Josef H. von Rickenbach (principal executive
officer)
/s/William T. Sobo, Jr.
William T. Sobo, Jr. Senior Vice President and July 28, 1998
Treasurer (principal
financial and accounting
officer)
/s/A. Dana Callow, Jr. Director July 28, 1998
A. Dana Callow, Jr.
/s/A. Joseph Eagle Director July 28, 1998
A. Joseph Eagle
/s/Patrick J. Fortune Director July 28, 1998
Patrick J. Fortune
/s/Werner M. Herrmann Director July 28, 1998
Werner M. Herrmann
Director July __, 1998
Serge Okun
/s/James A. Saalfield Director July 28, 1998
James A. Saalfield
EXHIBIT INDEX
Exhibit No. Description of 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).
4.2 Agreement and Plan of Reorganization and
Merger dated as of October 22, 1997 by and among the
Company, Kemper-Masterson, Inc., KMI Acquisition
Corporation, Clarence A. Kemper, P. Michael Masterson,
Mark A. Lester, Ronald F. Tetzlaff, Alan R. Parenteau,
Jon Voss, Warren Handren and David Hyde (filed as
Exhibit 4.2 to Registrant's Registration Statement on
Form S-3 (File No. 333-44541) and incorporated herein
by reference).
4.3 Registration Rights Agreement dated as of
December 1, 1997 by and among the Company and each of
Clarence A. Kemper, P. Michael Masterson, Mark A.
Lester, Ronald F. Tetzlaff, Alan R. Parenteau, Jon
Voss, Warren Handren and David Hyde (filed as Exhibit
4.3 to Registrant's Registration Statement on Form S-3
(File No. 333-44541) and incorporated herein by
reference).
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Grant Thornton
23.3 Consent of Testa, Hurwitz & Thibeault, LLP
(included in Exhibit 5.1).
24.1 Power of Attorney (included as part of the
signature page to this Registration Statement).
EXHIBIT 5.1
July 27, 1998
PAREXEL International Corporation
195 West Street
Waltham, MA 02451
RE: Registration Statement on Form S-3
Relating to 255,908 shares of Common Stock
Dear Sir or Madam:
We are counsel to PAREXEL International Corporation, a
Massachusetts corporation (the "Company"), and have represented the
Company in connection with the preparation and filing of the Company's
Registration Statement on Form S-3 (the "Registration Statement"),
covering the resale to the public of up to 255,908 shares of the
Company's Common Stock, $.01 par value per share, by certain
stockholders of the Company (the "Shares").
We have reviewed the corporate proceedings taken by the Board of
Directors of the Company with respect to the authorization and
issuance of the Shares. We have also examined and relied upon
originals or copies, certified or otherwise authenticated to our
satisfaction, of all corporate records, documents, agreements or other
instruments of the Company and have made all investigations of law and
have discussed with the Company's officers all questions of fact that
we have deemed necessary or appropriate.
Based upon and subject to the foregoing, we are of the opinion
that the Shares are legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to
the Registration Statement and to the reference to our firm in the
Prospectus contained in the Registration Statement under the caption
"Legal Matters."
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP
Testa, Hurwitz & Thibeault, LLP
EXHIBIT 23.1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on Form
S-3 of our report dated August 6, 1997, except as to Notes 3 and 16
and the effects of the poolings of interests with Kemper-Masterson,
Inc., PPS Europe Limited, and MIRAI BV, which are as of March 1, 1998,
which appear in the Prospectus constituting part of the Registration
Statement on Form S-3 dated May 29, 1998. We also consent to the
references to us under the headings "Experts" and "Selected Financial
Data" in such Prospectus. However, it should be noted that
PricewaterhouseCoopers LLP has not prepared or certified such
"Selected Financial Data."
PRICEWATERHOUSE COOPERS LLP
Boston, Massachusetts
July 28, 1998
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
GRANT THORNTON
We have issued our report dated February 6, 1998, accompanying the
financial statements of PPS Europe Limited and Subsidiaries, as of and
for the two years ended November 30, 1997 incorporated by reference in
this Registration Statement on Form S-3 of PAREXEL International
Corporation. We consent to the incorporated by reference of the
aforementioned report in this Registration Statement, and to the use
of our name as it appears under the caption "Experts".
GRANT THORNTON
London, United Kingdom
July 28, 1998
