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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. _____)(1)
Covance Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value Per Share
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(Title of Class of Securities)
222816100
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(CUSIP Number)
Carl F. Barnes, Esq.
PAREXEL International Corporation
195 West Street
Waltham, MA 02154
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 28, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 10 Pages)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 222816100 13D PAGE 2 OF 10 PAGES
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SCHEDULE 13D
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1 NAME OF REPORTING PERSON
PAREXEL International Corporation
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
04-2776269
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ]
PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
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7 SOLE VOTING POWER
5,867,077(1)
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SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY - 0 -
EACH ------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 5,867,077(1)
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,867,077(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0% of the Issuer's common stock (see footnote 1)
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14 TYPE OF REPORTING PERSON *
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Pursuant to a certain stock option agreement dated as of April 28, 1999
between PAREXEL International Corporation ("PAREXEL") and Covance Inc. (the
"Issuer") (the "Option Agreement") and described in Item 4 of this Schedule 13D,
upon the occurrence of certain events specified in the Option Agreement, PAREXEL
may acquire up to 10% of the issued and outstanding shares of common stock of
Covance at the time of exercise. Since the exact number of shares of the Issuer
common stock for which the Option may become exercisable cannot be determined
until the time of exercise, 5,867,077 shares of common stock was used for
purposes of this report, which is a number equal to 10% of the
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CUSIP NO. 222816100 13D PAGE 3 OF 10 PAGES
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shares of common stock issued and outstanding as of April 28, 1999. The Stock
Option Agreement is included as EXHIBIT 99.2 to this Schedule 13D and
incorporated herein by reference.
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CUSIP NO. 222816100 13D PAGE 4 OF 10 PAGES
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Neither the filing of this statement on Schedule 13D nor any of its
contents shall be deemed to constitute an admission by PAREXEL International
Corporation that it is the beneficial owner of any of the Common Stock referred
to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934,
as amended (the "Act"), or for any other purpose, and such beneficial ownership
is expressly disclaimed.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Common Stock (the "Issuer
Common Stock"), $.01 par value per share, of Covance Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer are
located at 210 Carnegie Center, Princeton, NJ 08540.
ITEM 2. IDENTITY AND BACKGROUND.
The name of the person filing this statement is PAREXEL International
Corporation, a Massachusetts corporation ("PAREXEL"). The address of the
principal office and principal place of business of PAREXEL is 195 West Street,
Waltham, MA 02154. The principal business of PAREXEL is the provision of
clinical research and development services to the worldwide pharmaceutical,
biotechnology and medical device industries. Set forth in SCHEDULE I attached
hereto is a list of each of PAREXEL's directors and executive officers, as of
the date hereof, their respective citizenship and the name, principal business
and address of any corporation or other organization in which such employment is
conducted. During the past five years, neither PAREXEL nor, to PAREXEL's
knowledge, any person named in SCHEDULE I to this Schedule 13D, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). Also, during the past five years, neither PAREXEL nor, to
PAREXEL's knowledge, any person named in SCHEDULE I to this Schedule 13D, was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
Pursuant to an Agreement and Plan of Merger dated as of April 28, 1999 (the
"Merger Agreement") among PAREXEL, the Issuer and CCJ Holding Corp. ("Merger
Sub"), and subject to the conditions set forth therein (including applicable
stockholder and regulatory approvals), Merger Sub will be merged with and into
PAREXEL in accordance with the Merger Agreement (the "Merger"). At the effective
time of the Merger (the "Effective Time"), PAREXEL shall become a wholly owned
subsidiary of the Issuer and each share of PAREXEL Common Stock, $.01 par value
per share ("PAREXEL Common Stock"), other than shares held in PAREXEL's
treasury, owned by the Issuer or any wholly owned subsidiary of the Issuer or of
PAREXEL, or held by stockholders of PAREXEL who exercise their appraisal rights
under Massachusetts law, will be converted into the right to receive 1.184055
shares (the "Exchange Ratio") of Issuer's common stock, $.01 par value per share
("Issuer Common Stock"). The description of the Merger and the Merger Agreement
contained in this Schedule 13D are qualified in their entirety by reference to
the copy of the Merger Agreement included as EXHIBIT 99.1 to this Schedule 13D
and incorporated herein by reference.
This statement on Schedule 13D relates to an option granted to PAREXEL by
the Issuer to purchase shares of Issuer Common Stock upon the occurrence of
certain events as described in Item 4 below.
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CUSIP NO. 222816100 13D PAGE 5 OF 10 PAGES
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ITEM 4. PURPOSE OF TRANSACTION.
(a) - (b) As described more fully in Item 3 above, this statement on
Schedule 13D relates to the Merger of Merger Sub with and into PAREXEL, with
PAREXEL becoming a wholly owned subsidiary of the Issuer. In addition, the
Issuer will assume certain of PAREXEL's stock plans and stock option agreements
as of the effective time of the Merger (the "Effective Time").
The Merger Agreement contains representations and warranties on the part of
PAREXEL, the Issuer and Merger Sub, and the consummation of the Merger is
subject to closing conditions, including, without limitation, approval by the
stockholders of PAREXEL and the Issuer. The Merger Agreement also contains
covenants regarding the activities of the parties pending consummation of the
Merger. Generally, each of the parties must conduct its business in the ordinary
course consistent with past practice. In certain circumstances, upon a
termination of the Merger Agreement a cash termination fee and expensed are
required to be paid.
The foregoing summary of the Merger is qualified in its entirety by
reference to the copy of the Merger Agreement included as EXHIBIT 99.1 to this
Schedule 13D and incorporated herein by reference.
As an inducement to PAREXEL to enter into the Merger Agreement, PAREXEL and
the Issuer entered into a certain stock option agreement dated as of April 28,
1999 (the "Stock Option Agreement"). The Stock Option Agreement grants PAREXEL
an irrevocable option (the "Option") to purchase, under certain conditions, up
to 10% of the issued and outstanding shares of common stock of the Issuer at the
time of the exercise at a purchase price of $26.34 per share (the "Option
Shares"), subject to adjustment in the event of changes in the Issuer's
capitalization. PAREXEL may exercise the Option, once and only once, in whole or
in part, at any time after the occurrence of an Exercise Event (as defined
below); provided however, the Option shall terminate and be of no further force
or effect upon the earliest to occur of (i) the consummation of the Merger and
(ii) nine (9) months after the occurrence of an Exercise Event (unless prior
thereto the Stock Option shall have been exercised in respect to all Option
Shares) and (iii) the termination of the Merger Agreement other than a
termination that gives rise to an Exercise Event. An "Exercise Event" means
the termination of the Merger Agreement under any circumstances where a Parent
Alternative Transaction Fee, as defined in the Merger Agreement, (i) has become
payable by the Issuer to PAREXEL or (ii) would become payable by the Issuer to
PAREXEL if within nine (9) months of such termination of the Merger Agreement,
the Issuer enters into a definitive agreement with any third party with respect
to a Parent Acquisition Proposal, as defined in the Merger Agreement or a
transaction with respect to a Parent Acquisition Proposal is consummated by any
third party.
The foregoing summary of the Option is qualified in its entirety by
reference to the copy of the Stock Option Agreement included as EXHIBIT 99.2 to
this Schedule 13D and incorporated herein by reference.
(c) Not applicable.
(d) In accordance with the Merger Agreement, immediately following the
Effective Time, the Issuer shall increase the number of directors serving on its
Board of Directors from eight (8) to thirteen (13), eight of whom shall be
directors appointed by the Issuer and five of whom shall be appointed by
PAREXEL. In addition, in accordance with the Merger Agreement,
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CUSIP NO. 222816100 13D PAGE 6 OF 10 PAGES
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immediately following the Effective Time, the current Chairmen of PAREXEL and
the Issuer shall serve as Co-Chairmen of the Issuer, the current Chief Executive
Officer of the Issuer shall serve as Chief Executive Officer of the Issuer and
the current Chief Executive Officer of PAREXEL shall serve as President of the
Issuer.
(e) Other than as a result of the Merger described in Item 3 above, not
applicable.
(f) Not applicable.
(g) Not applicable.
(h) - (i) Other than as a result of the Merger described in Item 3 above,
not applicable.
(j) Other than as described above, PAREXEL currently has no plan or
proposals which relate to, or may result in, any of the matters listed in Items
4(a) - (j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) If the Option becomes exercisable, PAREXEL will have the right to
acquire up to 10% of the issued and outstanding shares of common stock of the
Issuer at the time of exercise. Since the exact number of shares of Issuer
common stock for which the option may become exercisable cannot be determined
until the time of exercise, 5,867,077 shares of common stock was used for
purposes of this report, which is a number equal to 10% of the shares of common
stock issued and outstanding as of April 28, 1999. Based on the shares of Issuer
common stock issued and outstanding as of April 28, 1999, if PAREXEL exercises
the Option, it would have sole voting and dispositive power over such shares.
To PAREXEL's knowledge, no shares of Issuer common stock are beneficially
owned by any of the persons named in SCHEDULE I.
(c) Neither PAREXEL, nor, to PAREXEL's knowledge, any person named in
SCHEDULE I, has effected any transaction in the Issuer Common Stock during the
past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Other than as described herein and the Merger Agreement and other
agreements contemplated thereby, to PAREXEL's knowledge, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 and between such persons and any person with respect to
any securities of the Issuer, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
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CUSIP NO. 222816100 13D PAGE 7 OF 10 PAGES
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Description
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99.1 Agreement and Plan of Merger dated as of April
28, 1999 among Covance, Inc., CCJ Holding Corp.
and PAREXEL International Corporation
(Incorporated by reference to Exhibit 2.1 to the
Issuer's Current Report on Form 8-K dated May 4,
1999).
99.2 Stock Option Agreement, dated as of April 28,
1999, between PAREXEL International Corporation,
as grantee, and Covance Inc., as issuer
(Incorporated by reference to Exhibit 10.1 to
the Issuer's Current Report on Form 8-K dated
May 4, 1999).
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CUSIP NO. 222816100 13D PAGE 8 OF 10 PAGES
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: May 10, 1999 PAREXEL INTERNATIONAL CORPORATION
/s/ William T. Sobo, Jr.
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By: William T. Sobo, Jr.
Title: Senior Vice President and
Chief Financial Officer
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CUSIP NO. 222816100 13D PAGE 9 OF 10 PAGES
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SCHEDULE I
<TABLE>
<CAPTION>
Name and Address of any Corporation
or Other Organization in Principal Occupation
Name Which Employment is Conducted or Employment Citizenship
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<S> <C> <C> <C>
Josef H. von Rickenbach PAREXEL International Corporation Chairman, Chief Executive Officer and Switzerland
195 West Street President
Waltham, MA 02154
William T. Sobo PAREXEL International Corporation Senior Vice President, Chief Financial U.S.
195 West Street Officer and Treasurer
Waltham, MA 02154
James M. Karis PAREXEL International Corporation President, Contract Research Services U.S.
195 West Street and Chief Operating Officer
Waltham, MA 02154
Barry R. Philpott PAREXEL International Corporation President, PAREXEL Consulting Group U.K.
River Court
50 Oxford Road
Denham, Uxbridge
Middlesex, UB94DL
United Kingdom
A. Joseph Eagle PAREXEL PPS Europe Ltd. President, Medical Marketing Services U.K.
Wicker House, High Street and Managing Director, PAREXEL MMS
Worthing, West Sussex Europe Limited
BN11 1DJ
United Kingdom
Werner M. Herrmann PAREXEL GmbH Senior Vice President Germany
Klinikum Westend, Haus 18
Spandauer Damm 130
14050
Berlin, Germany
Paule Dapres, M.D PAREXEL International SARL Senior Vice President France
124/126, rue de Provence
75008 Paris, France
A. Dana Callow Boston Millennia Partners Managing Director U.S.
30 Rowes Wharf
Boston, MA 02110
Patrick J. Fortune New Era of Networks President & Chief Operating Officer U.S.
7400 East Orchard Road, Suite 170
Englewood, CO 80111
James A. Saalfield Still River Management Company President U.S.
100 Federal Street, 29 Floor
Boston, MA 02110
Serge Okun PST Schweiz AG President & Chief Executive Officer Switzerland
Ruessen Strasse 18
Baar-Walterswil 6340
Switzerland
</TABLE>
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CUSIP NO. 222816100 13D PAGE 10 OF 10 PAGES
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EXHIBIT INDEX
Exhibit No. Description
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9.1 Agreement and Plan of Merger dated as of April
28, 1999 among Covance, Inc., CCJ Holding Corp.
and PAREXEL International Corporation
(Incorporated by reference to Exhibit 2.1 to the
Issuer's Current Report on Form 8-K dated May 4,
1999).
99.2 Stock Option Agreement, dated as of April 28,
1999, between PAREXEL International Corporation,
as grantee, and Covance Inc., as issuer
(Incorporated by reference to Exhibit 10.1 to
the Issuer's Current Report on Form 8-K dated
May 4, 1999).
