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As filed with the Securities and Exchange Commission on December 17, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE SEC
WASHINGTON, DC 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PAREXEL INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
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MASSACHUSETTS 8731 04-2776269
(State or other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation organization) Classification Code Number) Identification Number)
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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
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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. [X]
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
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TITLE OF SHARES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE(1) AGGREGATE OFFERING PRICE(1) REGISTRATION FEE(2)
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Common Stock, $.01 1,256,829 $11.66 $14,654,626.14 $3,868.83
par value per share
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(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 December 13, 1999.
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 SEC, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
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The information in this preliminary prospectus is not complete and may be
changed. PAREXEL may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This preliminary
prospectus is not an offer to sell these securities and PAREXEL is not
soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.
SUBJECT TO COMPLETION
DECEMBER __, 1999
1,256,829 SHARES
PAREXEL INTERNATIONAL CORPORATION
COMMON STOCK
This prospectus is part of a registration statement that covers 1,256,829 shares
of our common stock. The shares may be offered and sold from time to time by
certain selling stockholders of PAREXEL. 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." PAREXEL will not receive any of the proceeds from the resale of
the shares. PAREXEL 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 of common stock offered pursuant to this prospectus were issued to
former stockholders of companies that PAREXEL acquired. PAREXEL issued 99,785 of
the shares to former stockholders of Groupe PharMedicom S.A. in connection with
the acquisition by PAREXEL of all of the outstanding shares of capital stock of
PharMedicom pursuant to a share acquisition agreement dated as of March 31, 1999
among PAREXEL, the PharMedicom stockholders and the other parties named in the
agreement. PAREXEL issued the remaining shares to Clarendon Trust Company
Limited (Joseph Eagle 1989 Settlement) (the "Eagle trust"), a former stockholder
of PPS Europe Limited, pursuant to a share acquisition agreement dated March 1,
1998 among PAREXEL, the Eagle trust and the other parties named in the
agreement.
The common stock of PAREXEL is quoted on the Nasdaq National Market under the
symbol "PRXL". On December 13, 1999, the last reported sale price for the
common stock on the Nasdaq National Market was $11.63 per share.
SEE "RISK FACTORS" ON PAGE 7 FOR INFORMATION THAT SHOULD BE CONSIDERED BY
PROSPECTIVE INVESTORS.
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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 DECEMBER ___, 1999
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AVAILABLE INFORMATION
You may read and copy any materials that we file with the Securities and
Exchange Commission at the public reference facilities maintained by the
Securities and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. You may also obtain information on the operation of the public reference
section of the Securities and Exchange Commission by calling 1-800-SEC-0330. In
addition, the Securities and Exchange Commission maintains a world wide web site
(http://www.sec.gov) that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Securities and Exchange Commission. Our common stock is quoted on the Nasdaq
National Market. You may also inspect our reports, proxy statements and other
information at the offices of the National Association of Securities Dealers,
Inc. located at 1735 K Street, N.W., Washington, D.C. 20006.
We have filed with the Securities and Exchange Commission a registration
statement on Form S-3 of the Securities Act of 1933 as amended, with respect to
the common stock offering. This prospectus does not contain all information set
forth in the registration statement. For further information regarding us and
the common stock we are offering, you should refer to the registration
statement. 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 you should refer to the complete exhibit as
attached to our 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 Securities and Exchange Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 or through its world wide web site
(http://www.sec.gov).
Upon their oral or written request, we will provide to each person to whom a
prospectus is delivered, a copy of any or all of the information that has been
incorporated by reference in the prospectus, but not delivered with the
prospectus. We will provide the information to the requestor at no cost.
Requests for such copies should be directed to PAREXEL International
Corporation, Attention: Investor Relations Department, 195 West Street, Waltham,
Massachusetts, 02451, telephone number (781) 434-4118. Our world wide web site
is http://www.parexel.com.
We have registered PAREXEL as a service mark.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
We incorporate by reference the following PAREXEL documents into this
prospectus:
1. Annual Report on Form 10-K for the fiscal year ended June 30, 1999.
2. Quarterly Report on Form 10-Q for the quarter ended September 30,
1999.
3. The description of our common stock, $0.01 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 the
description.
Any documents we subsequently file with the Securities and Exchange in
accordance with 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.
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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. PAREXEL'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."
PAREXEL
PAREXEL INTERNATIONAL CORPORATION is a leading contract research, medical
marketing and consulting services organization providing a broad spectrum of
services from first-in-human clinical studies through product launch to the
pharmaceutical, biotechnology, and medical device industries around the world.
PAREXEL's primary objective is to help clients rapidly obtain the necessary
regulatory approvals of their products and quickly reach peak sales. Over the
past sixteen years, PAREXEL has developed significant expertise in disciplines
supporting this strategy. PAREXEL's service offerings include:
- - clinical trials management;
- - data management;
- - biostatistical analysis;
- - medical marketing;
- - clinical pharmacology;
- - regulatory and medical consulting;
- - industry training and publishing; and
- - other drug development consulting services.
PAREXEL 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.
PAREXEL complements the research and development 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.
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Headquartered near Boston, Massachusetts, PAREXEL operates in more than 46
offices throughout 29 countries, and employs approximately 4,400 individuals.
PAREXEL has established footholds in the major health care markets around the
world, including the United States, Latin America, Japan, Germany, the United
Kingdom, France, Italy, Spain, Sweden, Australia, Israel, Norway, Holland and
Eastern Europe including Russia, Poland, Czech Republic, Lithuania and Hungary.
The contract research organization industry derives substantially all of its
revenue from the pharmaceutical and biotechnology industries. PAREXEL believes
that the following trends will cause the contract research organization 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 contract
research organizations, 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 contract research organizations
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 contract
research industry organizations with global capabilities; (iv) as regulatory
requirements in many jurisdictions have become more complex, the pharmaceutical
and biotechnology industries are increasingly outsourcing to certain contract
research organizations 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 contract research organizations. There
can be no assurance, however, that these trends will result in growth in the
contract research industry.
Central to PAREXEL's success has been our 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 PAREXEL internal growth while
augmenting PAREXEL'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.
PAREXEL's service philosophy involves a flexible approach which allows its
clients to use PAREXEL's services on an individual or bundled basis. PAREXEL
believes its expertise in conducting scientifically demanding trials and its
ability to coordinate complicated global trials are significant competitive
strengths. PAREXEL continues to devote significant resources to developing
innovative methodologies and sophisticated information systems designed to allow
PAREXEL to more effectively manage its business operations and deliver services
to its clients. PAREXEL has executed a focused growth strategy embracing
internal expansion and strategic acquisitions to expand or enhance PAREXEL's
portfolio of services, geographic presence, therapeutic area knowledge,
information technology, and client relationships.
PAREXEL was incorporated in The Commonwealth of Massachusetts in 1983. Unless
the context otherwise requires, the term "PAREXEL" refers to PAREXEL
International Corporation and its
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subsidiaries. PAREXEL's principal executive offices are located at 195 West
Street, Waltham, Massachusetts 02451, and its telephone number is (781)
487-9900.
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RISK FACTORS
In addition to the other information in this registration statement, the
following risk factors should be considered carefully in evaluating PAREXEL and
its business. Information provided by PAREXEL 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) and (ii) in releases made by
the Securities and Exchange Commission). 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 Private Securities Litigation
Reform Act.
THE LOSS, MODIFICATION, OR DELAY OF LARGE CONTRACTS MAY NEGATIVELY IMPACT
PAREXEL'S FINANCIAL PERFORMANCE
Generally, PAREXEL's clients can terminate their contracts with PAREXEL upon
sixty days' notice or can delay execution of services. Clients terminate or
delay their contracts for a variety of reasons, including:
- - products being tested fail to satisfy safety requirements;
- - products have unexpected or undesired clinical results;
- - the client decides to forego a particular study, perhaps for economic
reasons;
- - not enough patients enroll in the study;
- - not enough investigators are recruited; or
- - production or formulation problems cause shortages of the drug.
In addition, PAREXEL believes that drug companies may proceed with fewer
clinical trials if they are trying to reduce costs. These factors may cause drug
companies to cancel or delay contracts with contract research organizations at a
higher rate than in the past. The loss or delay of a large contract or the loss
or delay of multiple contracts could have a material adverse effect on PAREXEL's
financial performance.
PAREXEL'S OPERATING RESULTS HAVE FLUCTUATED BETWEEN QUARTERS AND YEARS AND MAY
CONTINUE TO FLUCTUATE IN THE FUTURE
PAREXEL's quarterly operating results have varied, and will continue to vary.
Factors that affect these variations include:
- - the level of new business authorizations in a particular quarter or year;
- - the timing of the initiation, progress, delay or cancellation of
significant projects;
- - exchange rate fluctuations between quarters or years;
- - the mix of services offered in a particular quarter or year;
- - the timing of the opening of new offices;
- - the timing of other internal expansion costs;
- - the timing and amount of costs associated with integrating acquisitions;
and
- - the timing and amount of startup costs incurred in connection with the
introduction of new products and services.
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A high percentage of PAREXEL's operating costs are fixed. Therefore, the timing
of the completion, delay or loss of contracts, or in the progress of client
projects, can cause PAREXEL's operating results to vary substantially between
reporting periods.
PAREXEL DEPENDS ON A SMALL NUMBER OF INDUSTRIES AND CLIENTS FOR ALL OF ITS
BUSINESS
PAREXEL primarily depends on research and development expenditures by
pharmaceutical and biotechnology companies. PAREXEL's operations could be
materially and adversely affected if:
- - its clients' businesses experience financial problems or are affected by a
general economic downturn;
- - consolidation in the drug or biotechnology industries leads to a smaller
client base for PAREXEL; or
- - its clients reduce their research and development expenditures.
Furthermore, PAREXEL has benefited to date from the increasing tendency of
pharmaceutical companies to out-source large clinical research projects. If this
trend slows or reverses, PAREXEL's operations would be materially and adversely
affected. In fiscal 1999, PAREXEL's five largest clients accounted for 44% of
its consolidated net revenue, and one client accounted for 20% of consolidated
revenue. For the three months ended September 30, 1999, PAREXEL's five largest
clients accounted for 49% of its consolidated net revenue, and one client
accounted for 26% of consolidated revenue representing an increase of 6% and 9%,
respectively, over previous preliminary disclosures. PAREXEL could suffer a
material adverse effect if it lost the business of a significant client.
PAREXEL'S BUSINESS HAS EXPANDED RAPIDLY AND PAREXEL MUST PROPERLY MANAGE THAT
EXPANSION
PAREXEL's business has expanded substantially, particularly over the past few
years. This may strain PAREXEL's operational, human and financial resources. In
order to manage expansion, PAREXEL 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, sales, professional, scientific
and technical operating personnel.
In addition, PAREXEL recently realigned its contract research services business
into discrete operating units. If PAREXEL cannot execute the realignment of the
contract research services business efficiently, PAREXEL could experience a
material adverse effect.
PAREXEL will face additional risks in expanding its foreign operations.
Specifically, PAREXEL may find it difficult to:
- - assimilate differences in foreign business practices;
- - hire and retain qualified personnel; and
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- - overcome language barriers.
If an acquired business does not meet PAREXEL's performance expectations,
PAREXEL may have to restructure the acquired business or write-off the value of
some or all of the assets of the acquired business. If PAREXEL fails to properly
manage its expansion, PAREXEL could experience a material adverse effect.
PAREXEL MAY NOT BE ABLE TO MAKE STRATEGIC ACQUISITIONS IN THE FUTURE
PAREXEL relies on its ability to make strategic acquisitions to sustain its
growth. PAREXEL has made a number of acquisitions and will continue to review
future acquisition opportunities. PAREXEL may not be able to acquire companies
on terms and conditions acceptable to PAREXEL. In addition, PAREXEL faces
several obstacles in connection with the acquisitions it consummates, including:
- - PAREXEL may encounter difficulties and will encounter expenses in
connection with the acquisitions and the subsequent assimilation of the
operations and services or products of the acquired companies;
- - PAREXEL's management will necessarily divert attention from other business
concerns; and
- - PAREXEL could lose some or all of the key employees of the acquired
company.
PAREXEL may also face additional risks when acquiring foreign companies, such as
adapting to different business practices and overcoming language barriers. In
the event that the operations of an acquired business do not meet PAREXEL's
performance expectations, PAREXEL may have to restructure the acquired business
or write-off the value of some or all of the assets of the acquired business.
PAREXEL may experience difficulty integrating acquired companies into its
operations.
PAREXEL RELIES ON HIGHLY QUALIFIED MANAGEMENT AND TECHNICAL PERSONNEL WHO MAY
NOT REMAIN WITH PAREXEL
PAREXEL relies on a number of key executives, including Josef H. von Rickenbach,
its President, Chief Executive Officer and Chairman. PAREXEL maintains key man
life insurance on Mr. von Rickenbach. PAREXEL has entered into agreements
containing non-competition restrictions with its senior officers. However,
PAREXEL does not have employment agreements with most of its senior officers and
if any of these key executives leave the company, it could have a material
adverse effect on PAREXEL. In addition, in order to compete effectively, PAREXEL
must attract and maintain qualified sales, professional, scientific and
technical operating personnel. Competition for these skilled personnel,
particularly those with a medical degree, a Ph.D. or equivalent degrees is
intense. PAREXEL may not be successful in attracting or retaining key personnel.
PAREXEL MAY NOT HAVE ADEQUATE INSURANCE AND MAY HAVE SUBSTANTIAL EXPOSURE TO
PAYMENT OF PERSONAL INJURY CLAIMS
Clinical research services primarily involve the testing of experimental drugs
on consenting human volunteers pursuant to a study protocol. Such services
involve a risk of liability for personal injury or death to patients who
participate in the study or who use a drug approved by regulatory authorities
after
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the clinical research has concluded, due to, among other reasons, possible
unforeseen adverse side effects or improper administration of the new drug by
physicians. In certain cases, these patients are already seriously ill and are
at risk of further illness or death. PAREXEL's financial stability could be
materially and adversely affected if PAREXEL had to pay damages or incur defense
costs in connection with a claim that is outside the scope of an indemnity or
insurance coverage. PAREXEL's financial stability could also be materially and
adversely affected in cases where the indemnity, although applicable, is not
performed in accordance with its terms. In addition, PAREXEL could be adversely
and materially affected if its liability exceeds the amount of its insurance.
PAREXEL may not be able to continue to secure insurance on acceptable terms.
PAREXEL'S STOCK PRICE IS VOLATILE AND COULD DECLINE
The market price of PAREXEL's common stock has fluctuated widely in the past and
may continue to do so in the future in response to quarter-to-quarter variations
in:
- - operating results;
- - 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 are not related to the operating performance
of particular companies. These market fluctuations may adversely affect the
market price of PAREXEL's common stock. Since PAREXEL's common stock has
historically traded at a relatively high price-earnings multiple, due in part to
analysts' expectations of continued earnings growth, the price of the stock
could quickly and substantially decline as a result of even a relatively small
shortfall in earnings from, or a change in, analysts' expectations. Investors in
PAREXEL's common stock must be willing to bear the risk of such fluctuations in
earnings and stock price.
PAREXEL'S BUSINESS DEPENDS ON CONTINUED COMPREHENSIVE GOVERNMENTAL REGULATION OF
THE DRUG DEVELOPMENT PROCESS
In the United States, governmental regulation of the drug development process
has become more extensive. In Europe, governmental authorities are coordinating
common standards for clinical testing of new drugs, leading to changes in the
various requirements currently imposed by each country. In April 1997, Japan
legislated good clinical practices and legitimatized the use of contract
research organizations. PAREXEL's business could be materially and adversely
affected if governments relaxed their regulatory requirements or simplified
their drug approval procedures, since such actions would eliminate much of the
demand for PAREXEL's services. In addition, if PAREXEL was unable to comply with
any applicable regulation, the relevant governmental agencies could terminate
PAREXEL's ongoing research or disqualify research data.
PAREXEL FACES INTENSE COMPETITION
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PAREXEL primarily competes against in-house departments of drug companies, full
service contract research organizations, and to a lesser extent, universities,
teaching hospitals and other site organizations. Some of these competitors have
greater capital, technical and other resources than PAREXEL. Contract research
organizations 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 strength and stability; and
- - price.
The contract research organizations industry is fragmented, with several hundred
small, limited-service providers and several large, full-service contract
research organizations with global operations. PAREXEL competes against large
contract research organizations, including Quintiles Transnational Corporation,
Covance Inc., and Pharmaceutical Product Development, Inc., for both clients and
acquisition candidates. In addition, PAREXEL competes for contract research
organizations contracts as a result of the consolidation within the drug
industry and the growing tendency of drug companies to out source to a small
number of preferred contract research organizations.
PAREXEL MAY LOSE BUSINESS OPPORTUNITIES AS A RESULT 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 drug companies. In the last few years, the U.S. Congress has
entertained several comprehensive health care reform proposals. The proposals
were generally intended to expand health care coverage for the uninsured and
reduce the growth of total health care expenditures. While the U.S. Congress did
not adopt any of the proposals, members of Congress may raise similar proposals
in the future. If any of these proposals are approved by the U.S. Congress, drug
and biotechnology companies may react by spending less on research and
development. If this were to occur, PAREXEL would have fewer business
opportunities. PAREXEL is unable to predict the likelihood that health care
reform proposals will be enacted into law or the effect such laws would have on
PAREXEL's business.
Many governments outside the U.S. have also reviewed or undertaken health care
reform. PAREXEL cannot predict the impact that any pending or future foreign
health care reform proposals may have on its business in other countries.
PAREXEL IS SUBJECT TO CURRENCY TRANSLATION RISKS
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PAREXEL derived approximately 43% of its net revenue for fiscal 1999 from
operations outside of North America. For the three months ended September 30,
1999, PAREXEL derived approximately 42% of its net revenue from operations
outside of North America. PAREXEL's revenues and expenses from foreign
operations are usually denominated in local currencies. PAREXEL is therefore
subject to exchange rate fluctuations between local currencies and the United
States dollar. To the extent that PAREXEL cannot shift this currency translation
risk to other parties, PAREXEL's operating results could be materially and
adversely affected. PAREXEL does not currently hedge against the risk of
exchange rate fluctuations.
THIRD PARTY MAY HAVE DIFFICULTY ACQUIRING PAREXEL
Certain provisions of PAREXEL's Restated Articles of Organization, as amended,
and Restated By-Laws contain provisions that make it more difficult for a third
party to acquire, or may discourage a third party from acquiring, PAREXEL. These
provisions could limit the price that certain investors might be willing to pay
in the future for shares of PAREXEL's common stock. In addition, the Board of
Directors of PAREXEL may issue preferred stock in the future without further
stockholder approval. The Board of Directors of PAREXEL would determine the
terms and conditions, as well as the rights, privileges and preferences of such
preferred stock. The holders of common stock would be subject to, and may be
adversely affected by, the rights of any holders of preferred stock that the
Board of Directors of PAREXEL may issue. PAREXEL benefits from its Board of
Directors' ability to issue the preferred stock by affording PAREXEL desirable
flexibility in connection with possible acquisitions and other corporate
purposes. However, PAREXEL's Board of Directors' ability to issue the preferred
stock could also 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 PAREXEL. PAREXEL has no present plans to issue any shares of preferred
stock.
USE OF PROCEEDS
We will not receive any proceeds from the resale of the common stock by the
selling stockholders. The principal purpose of this offering is to effect an
orderly disposition of the selling stockholders' shares.
-12-
<PAGE> 14
SELLING STOCKHOLDERS
The following table sets forth certain information regarding beneficial
ownership of the shares as of December 13, 1999 and the number of shares which
may be offered by or for the account of the selling stockholders or their
transferees or distributees 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>
<CAPTION>
SHARES OWNED BEFORE SHARES OFFERED PURSUANT SHARES OWNED AFTER
THE OFFERING TO THE PROSPECTUS THE OFFERING (1)
------------------------ ------------------------ ------------------------
SELLING STOCKHOLDERS NUMBER PERCENT(2) NUMBER PERCENT(2) NUMBER PERCENT (2)
- -------------------- ------ ---------- ------ ---------- ------ -----------
<S> <C> <C> <C> <C> <C> <C>
Dr. Herve Laurent 75,302 * 37,651 * 37,651 *
5 Avenue Rodin
75116 Paris, France
Comir 44,410 * 22,205 * 22,205 *
27, Avenue Etienne Audibert Z.I.
B.P. 30169
60305 Serlis, France
Philippe Conquet 73,185 * 36,593 * 36,592 *
12, rue de Madrid
75000 Paris, France
Finanval 6,671 * 3,336 * 3,335 *
38, rue de Bassano
75008 Paris, France
Clarendon Trust Company LTD 1,297,666 5.1 1,157,044 4.6 140,622 *
(Joseph Eagle 1989 Settlement)
Sir Walter Raleigh House
48/50 Esplanade
St. Helier
Jersey JE1 4HH
United Kingdom
------------- -------------- ------------- -------------- ------------ ---------------
Total: 1,497,234 5.93% 1,256,829 4.97% 240,405 *
</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 December 13, 1999, there were 25,265,825 shares of common stock
outstanding.
None of the selling stockholders has had any material relationship with PAREXEL
or any of its affiliates within the past three years except as described below.
PharMedicom
Each of Dr. Herve Laurent, Comir, Philippe Conquet and Finanval (the
"PharMedicom stockholders") acquired his or its shares in connection with the
acquisition by PAREXEL of all outstanding shares of Groupe PharMedicom S.A.
pursuant to a share acquisition agreement dated as of March 31, 1999 by and
among PAREXEL and the PharMedicom stockholders. The share acquisition agreement
is incorporated by reference as Exhibit 4.2 herein. Pursuant to the terms of a
registration rights agreement dated March
-13-
<PAGE> 15
31, 1999 by and among the PharMedicom stockholders and PAREXEL, PAREXEL agreed
to register 99,785 of the 199,568 shares issued to the PharMedicom stockholders
in connection with the acquisition. These rights are more fully described in the
registration rights agreement incorporated by reference as Exhibit 4.3 herein.
An aggregate of 19,956 shares of common stock issued to the PharMedicom
stockholders were held in escrow pursuant to the share acquisition agreement.
The shares were held back until the earlier of (i) March 31, 2000 or (ii) the
delivery of an audit report relating to PAREXEL's financial statements for the
fiscal year ended June 30, 1999. An additional 29,936 shares will be held in
escrow until March 31, 2000. These shares were used to secure the PharMedicom
stockholders' obligations to indemnify PAREXEL for any breach of the
representations or warranties of the PharMedicom stockholders as set forth in
the share acquisition agreement. Each of the PharMedicom stockholders has sole
authority to hold or dispose of, and to vote all securities held by him or it,
including those shares held in escrow by PAREXEL but issued in the name of the
PharMedicom stockholder.
Dr. Herve Laurent and Philippe Conquet are presently employed by direct or
indirect subsidiaries of PAREXEL.
The acquisition of PharMedicom was accounted for as a pooling of interests for
financial accounting purposes.
PPS
The Eagle trust acquired all of its shares in connection with the acquisition by
PAREXEL of PPS Europe Limited and its subsidiaries pursuant to a share
acquisition agreement dated March 1, 1998. Pursuant to the share acquisition
agreement, PPS and its subsidiaries became direct and indirect wholly-owned
subsidiaries of PAREXEL. The share acquisition agreement is incorporated by
reference as Exhibit 4.4 herein. PAREXEL issued a total of 1,928,408 shares of
common stock to the Eagle trust as part of the acquisition. Pursuant to the
terms of a registration rights agreement dated February 27, 1998 among PAREXEL
and the Eagle trust, incorporated by reference as Exhibit 4.5 herein, PAREXEL
previously registered 771,364 shares of common stock issued to the Eagle trust
in connection with the acquisition pursuant to a registration statement on Form
S-3 (File No. 333-53941). PAREXEL is now registering an additional 1,157,044
shares of common stock issued to the Eagle trust in connection with the
acquisition.
Mr. A. Joseph Eagle, a life-income beneficiary of the Eagle trust was a director
of PPS prior to the PPS acquisition and remains a director of PPS in its
capacity as a subsidiary of PAREXEL. In addition, Mr. Eagle was a director of
Creative Communications Solutions Ltd., Pharos Healthcare Communications Ltd.
and Pharos Healthcare Communications, Inc., each subsidiaries of PPS. Mr. Eagle
is chairman and a director of The Center For Bio-Medical Communications, Inc., a
wholly-owned subsidiary of PPS. Mr. Eagle is a director of PPS International
Communications Limited and Cambridge Medical Publications Limited, additional
subsidiaries of PPS. Mr. Eagle is currently president of medical marketing
services for PAREXEL and a member of the Board of Directors of PAREXEL.
The acquisition of PPS was accounted for as a pooling of interests for financial
accounting purposes.
-14-
<PAGE> 16
General
Each of the selling stockholders represented to PAREXEL, in connection with the
completion of the acquisition of PharMedicom and PPS, that he or it was
acquiring the shares from PAREXEL 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, PAREXEL agreed to file with the Securities and Exchange Commission
a registration statement on Form S-3 (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 March 31, 2000. PAREXEL 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 March 31, 2000.
Pursuant to registration rights agreements by and between PAREXEL and each of
the selling stockholders, PAREXEL has agreed to bear all expenses in connection
with the registration and resale of the shares (other than underwriting
discounts and selling commissions and the fees and expenses of counsel and other
advisors to the selling stockholders). See "Plan of Distribution." The
registration rights agreements provide that PAREXEL 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
PAREXEL by the selling stockholders. Similarly, the registration rights
agreements provide that each selling stockholder will indemnify PAREXEL 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 PAREXEL by the selling stockholder.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers or persons controlling the registrant
pursuant to the foregoing provisions, PAREXEL has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
-15-
<PAGE> 17
DESCRIPTION OF CAPITAL STOCK
The current authorized capital stock of PAREXEL 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 December 13, 1999, there were 25,265,825 shares of common stock
outstanding and held of record by 146 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. 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 PAREXEL, the holders of common stock are entitled to receive ratably the net
assets of PAREXEL 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 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 PAREXEL 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 PAREXEL. There are
no shares of preferred stock outstanding. PAREXEL has no present plans to issue
any shares of preferred stock.
MASSACHUSETTS LAW AND CERTAIN PROVISIONS OF PAREXEL'S RESTATED ARTICLES OF
ORGANIZATION AND BY-LAWS
PAREXEL 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
-16-
<PAGE> 18
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. PAREXEL 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,
PAREXEL 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.
PAREXEL's By-Laws include a provision that excludes PAREXEL 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
PAREXEL's By-Laws at any time to subject PAREXEL to this statute prospectively.
PAREXEL'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. PAREXEL 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 PAREXEL 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 PAREXEL to call a special
stockholders' meeting at the request of stockholders holding at least 33 1/3% of
the voting power of PAREXEL.
-17-
<PAGE> 19
PAREXEL's restated Articles of Organization include provisions eliminating the
personal liability of PAREXEL's directors for monetary damages resulting from
breaches of their fiduciary duty to the extent permitted by the Massachusetts
Business Corporation Law. In addition, PAREXEL's Restated Articles of
Organization provide that PAREXEL shall indemnify each person who is or was a
director or officer of PAREXEL, and each person who is or was serving or has
agreed to serve at the request of PAREXEL 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 PAREXEL, 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 PAREXEL 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 PAREXEL's property
and assets and the merger or consolidation of PAREXEL 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 PAREXEL'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 PAREXEL, even
though such an attempt might be beneficial to PAREXEL and its stockholders. In
addition, since the restated Articles of Organization and By-Laws are designed
to discourage accumulations of large blocks of PAREXEL's stock by purchasers
whose objective is to have stock repurchased by PAREXEL at a premium, such
provisions could tend to reduce the temporary fluctuations in the market price
of PAREXEL'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.
-18-
<PAGE> 20
PLAN OF DISTRIBUTION
The shares offered hereby may be sold from time to time by the selling
stockholders for their own accounts. PAREXEL will receive none of the proceeds
from this offering. The selling stockholders will pay or assume brokerage
Securities and Exchange 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, Securities and Exchange 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 Securities and Exchange Commission). Any broker-dealers that
participate with the selling stockholders in the distribution of the shares may
be deemed to be underwriters and any Securities and Exchange 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.
PAREXEL intends to maintain the effectiveness of this prospectus until March 31,
2000 or such period as is required to satisfy PAREXEL's obligations under the
registration rights agreements by and among the selling stockholders and
PAREXEL; provided, however, that the rights of the selling stockholders to
resell the shares pursuant to this registration statement may be suspended by
PAREXEL under certain circumstances, as set forth in the registration rights
agreements.
PAREXEL will inform the selling stockholders that the antimanipulation rules
under the Securities Exchange Act may apply to sales in the market and will
furnish the selling stockholders upon request with a copy of these rules.
PAREXEL will also inform the selling stockholders of the need for delivery of
copies of this prospectus.
-19-
<PAGE> 21
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 PAREXEL and the selling stockholders by Testa, Hurwitz &
Thibeault, LLP, Boston, Massachusetts.
EXPERTS
The consolidated financial statements of PAREXEL as of June 30, 1999 and 1998
and for each of the three years in the period ended June 30, 1999 incorporated
by reference into this prospectus, except as they relate to PPS Europe Limited,
have been so included in reliance on the reports of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
-20-
<PAGE> 22
================================================================================
You may rely only on the information contained in this prospectus. PAREXEL has
not authorized anyone to provide information different from that contained in
this prospectus. Neither the delivery of this prospectus nor sale of common
stock means that information contained in this prospectus is correct after the
date of this prospectus,. This prospectus is not a offer to sell or solicitation
of an offer to buy these shares of common stock in any circumstances under which
the offer solicitation is unlawful.
-------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information............................. 2
Incorporation of Certain Information
by Reference..................................... 3
Summary........................................... 4
Risk Factors...................................... 6
Use of Proceeds................................... 11
Selling Stockholders.............................. 12
Description of Capital Stock...................... 15
Plan of Distribution.............................. 18
Legal Matters..................................... 19
Experts........................................... 19
</TABLE>
================================================================================
1,256,829 SHARES
PAREXEL INTERNATIONAL CORPORATION
COMMON STOCK
-----------------------
PROSPECTUS
December , 1999
------------------------
================================================================================
<PAGE> 23
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:
<TABLE>
<CAPTION>
<S> <C>
SEC registration fee ............................................... $ 3,868.83
Nasdaq additional listing fee ...................................... $10,498.62
Legal fees and expenses............................................. $ 20,000
Accounting fees and expenses ....................................... $ 15,000
Miscellaneous ...................................................... $ 10,000
Total ..................................................... $59,367.45
</TABLE>
PAREXEL will bear all expenses shown above. All amounts other than the
Securities and Exchange Commission 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 PAREXEL's Restated Articles of Organization provides that PAREXEL
shall indemnify each person who is or was a director or officer of PAREXEL, and
each person who is or was serving or has agreed to serve at the request of
PAREXEL 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
PAREXEL. 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 PAREXEL and the selling stockholders,
pursuant to which the selling stockholders are obligated, under certain
circumstances, to indemnify directors, officers and controlling persons of
PAREXEL against certain liabilities, including liabilities under the Securities
Act.
II-1
<PAGE> 24
ITEM 16. EXHIBITS.
Exhibits:
4.1 Specimen certificate representing the common stock (filed as
Exhibit 4.1 to the Registrant's Registration Statement on
Form S-1 (File No. 33-97406) and incorporated herein by
reference).
4.2 Share Acquisition Agreement between and among PAREXEL and
the stockholders of Groupe PharMedicom S.A., dated as of
March 31, 1999 (filed as Exhibit 2.2 to the Registrant's
Quarterly Report on Form 10-Q for the Quarter Ended March
31, 1999 (File No. 0-27058) and incorporated herein by
reference).
4.3 Registration Rights Agreement dated as of March 31, 1999 by
and among PAREXEL and each of the stockholders listed on
Schedule A thereto (filed as Exhibit 4.1 to the Registrant's
Quarterly Report on Form 10-Q for the Quarter Ended March
31, 1999 (File No. 0-27058) and incorporated herein by
reference).
4.4 Share Acquisition Agreement dated as of March 1, 1998 by and
among the Company and the former stockholders of PPS Europe
Ltd. (filed as Exhibit 4.5 to the Company's Current Report
on Form 8- K/A dated March 1, 1998 and incorporated herein
by reference).
4.5 Registration Rights Agreement dated as of February 27, 1998
by and among the Company and the former stockholders of PPS
Europe Ltd. (filed as Exhibit 4.4 to the Company's Current
Report on Form 8-K/A dated March 1, 1998 and incorporated
herein by reference).
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
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
II-2
<PAGE> 25
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) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to
be presented by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
(d) 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> 26
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
December 15, 1999.
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.
<TABLE>
<CAPTION>
Signature Title(s) Date
- --------- -------- ----
<S> <C> <C>
/s/ Josef H. von Rickenbach President, Chief Executive Officer and December 15, 1999
- -------------------------------------------- Chairman (principal executive officer)
Josef H. von Rickenbach
/s/ William T. Sobo, Jr. Senior Vice President and Treasurer December 15, 1999
- -------------------------------------------- (principal financial and accounting officer)
William T. Sobo, Jr.
/s/ A. Dana Callow, Jr. Director December 15, 1999
- --------------------------------------------
A. Dana Callow, Jr.
/s/ A. Joseph Eagle Director December 15, 1999
- --------------------------------------------
A. Joseph Eagle
/s/ Patrick J. Fortune Director December 15, 1999
- --------------------------------------------
Patrick J. Fortune
/s/ Werner M. Herrmann Director December 10, 1999
- --------------------------------------------
Werner M. Herrmann
</TABLE>
II-4
<PAGE> 27
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Serge Okun Director December 15, 1999
- --------------------------------------------
Serge Okun
/s/ James A. Saalfield Director December 15, 1999
- --------------------------------------------
James A. Saalfield
</TABLE>
II-5
<PAGE> 28
EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
4.1 Specimen certificate representing the common stock (filed as Exhibit
4.1 to the Registrant's Registration Statement on Form S-1 (File No.
33-97406) and incorporated herein by reference).
4.2 Share Acquisition Agreement between and among PAREXEL and the
stockholders of Groupe PharMedicom S.A., dated as of March 31, 1999
(filed as Exhibit 2.2 to the Registrant's Quarterly Report on Form
10-Q for the Quarter Ended March 31, 1999 (File No. 0-27058) and
incorporated herein by reference).
4.3 Registration Rights Agreement dated as of March 31, 1999 by and among
PAREXEL and each of the stockholders listed on Schedule A thereto
(filed as Exhibit 4.1 to the Registrant's Quarterly Report on Form
10-Q for the Quarter Ended March 31, 1999 (File No. 0-27058) and
incorporated herein by reference).
4.4 Share Acquisition Agreement dated as of March 1, 1998 by and
among the Company and the former stockholders of PPS Europe
Ltd. (filed as Exhibit 4.5 to the Company's Current Report
on Form 8- K/A dated March 1, 1998 and incorporated herein
by reference).
4.5 Registration Rights Agreement dated as of February 27, 1998
by and among the Company and the former stockholders of PPS
Europe Ltd. (filed as Exhibit 4.4 to the Company's Current
Report on Form 8-K/A dated March 1, 1998 and incorporated
herein by reference).
5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
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).
<PAGE> 1
Exhibit 5.1
December 15, 1999
PAREXEL International Corporation
195 West Street
Waltham, MA 02154
RE: Registration Statement on Form S-3
Relating to 1,256,829 shares of common stock
--------------------------------------------
Dear Sir or Madam:
We are counsel to PAREXEL International Corporation, a Massachusetts
corporation (the "Company"), and have represented PAREXEL in connection with the
preparation and filing of PAREXEL's Registration Statement on Form S-3 (the
"Registration Statement"), covering the resale to the public of up to 1,256,829
shares of PAREXEL's common stock, $.01 par value per share, by certain
stockholders of PAREXEL (the "Shares").
We have reviewed the corporate proceedings taken by the Board of Directors
of PAREXEL 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 PAREXEL and have made all investigations of
law and have discussed with PAREXEL'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
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated August 17, 1999 relating to the
financial statements, which appear in the 1999 Annual Report to Shareholders,
which is incorporated by reference in PAREXEL International Corporation's Annual
Report on Form 10-K for the year ended June 30, 1999. We also consent to the
incorporation by reference of our report dated August 17, 1999 relating to the
financial statement schedule, which appears in such Annual Report on Form 10-K.
We also consent to the references to us under the headings "Experts" in such
Registration Statement.
PricewaterhouseCoopers LLP
December 15, 1999
Boston, Massachusetts
