<PAGE> 1
As filed with the Securities and Exchange Commission on January 26, 1999
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
PAREXEL International Corporation
(Exact name of registrant as specified in its charter)
Massachusetts 04-2776269
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
195 West Street, Waltham, MA 02451
(Address of principal executive offices) (Zip Code)
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PAREXEL INTERNATIONAL CORPORATION
1998 Non-Qualified, Non-Officer Stock Option Plan
(Full title of the plan)
Josef H. von Rickenbach
President, Chief Executive Officer and Chairman
PAREXEL International Corporation
195 West Street
Waltham, Massachusetts 02154
(Name and address of agent for service)
(781) 487-9900
(Telephone number, including area code of agent for service)
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Copies to:
William J. Schnoor, Jr.
Heather M. Stone
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, MA 02110
(617) 248-7000
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Calculation Of Registration Fee
<TABLE>
<CAPTION>
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Title of Securities Amount to be Proposed maximum Proposed Maximum Amount of
to be registered registered offering price per share aggregate offering price registration fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 1,000,000 shares $22.06 $22,060,000 $6,132.68
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</TABLE>
(1) The price of $22.06 per share, which is the average of the high and low
price per share of the Common Stock as reported on the Nasdaq National
Market on January 22, 1999, is set forth solely for purposes of calculating
the filing fee.
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This Registration Statement registers additional securities of the same
class as other securities for which the Registration Statement No. 333-47033 on
Form S-8, as filed with the Securities and Exchange Commission on February 27,
1998, relating to the PAREXEL International Corporation 1998 Non-Qualified,
Non-Officer Stock Option Plan, is effective. Pursuant to General Instruction E,
the contents of the above-listed Registration Statement are hereby incorporated
by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS
Exhibit No. Description of Exhibit
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Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
Exhibit 23.1 Consent of PricewaterhouseCoopers LLP.
Exhibit 23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1).
Exhibit 24.1 Power of Attorney (included as part of the signature page
to this Registration Statement).
II-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1993, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of Waltham, Commonwealth of Massachusetts on January
25, 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-8, and generally to do all things in our names and on our behalf in such
capacities to enable PAREXEL International Corporation to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title(s) Date
- --------- -------- ----
/s/ Josef H. von Rickenbach President, Chief Executive January 25, 1999
- ----------------------------- Officer and Chairman
Josef H. von Rickenbach (principal executive officer)
/s/ William T. Sobo, Jr. Senior Vice President and January 25, 1999
- ----------------------------- Treasurer (principal
William T. Sobo, Jr. financial and accounting
officer)
/s/ A. Dana Callow, Jr. Director January 25, 1999
- -----------------------------
A. Dana Callow, Jr.
/s/ A. Joseph Eagle Director January 25, 1999
- -----------------------------
A. Joseph Eagle
/s/ Patrick J. Fortune Director January 25, 1999
- -----------------------------
Patrick J. Fortune
/s/ Werner M. Herrmann Director January 25, 1999
- -----------------------------
Werner M. Herrmann
/s/ Serge Okun Director January 25, 1999
- -----------------------------
Serge Okun
/s/ James A. Saalfield Director January 25, 1999
- -----------------------------
James A. Saalfield
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
Exhibit 23.1 Consent of PricewaterhouseCoopers LLP.
Exhibit 23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1).
Exhibit 24.1 Power of Attorney (included as part of the signature page to
this Registration Statement).
<PAGE> 1
Exhibit 5.1
January 25, 1999
PAREXEL International Corporation
195 West Street
Waltham, MA 02154
Re: Registration Statement on Form S-8 Relating to the 1998
Non-Qualified, Non-Officer Stock Option Plan (the "Plan") of
PAREXEL International Corporation (the "Company")
Dear Sir or Madam:
Reference is made to the above-captioned Registration Statement on Form
S-8 (the "Registration Statement") to be filed by the Company on or about
January 25, 1999 with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to an aggregate of 1,000,000 shares
of Common Stock, $.01 par value per share, of the Company issuable pursuant to
the Plan (the "Shares").
We have examined, are familiar with, and have relied as to factual
matters solely upon, a copy of the Plan, the Amended and Restated Articles of
Organization, as amended, and the Amended and Restated By-laws of the Company,
the minute books and stock records of the Company and originals of such other
documents, certificates and proceedings as we have deemed necessary for the
purpose of rendering this opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and paid for in accordance with the terms of
the Plan, will be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement and any amendments thereto.
Very truly yours,
/s/ Testa, Hurwitz & Thibeault, LLP
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TESTA, HURWITZ & THIBEAULT, LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 11, 1998, which appears on page
30 of the Annual Report to Stockholders of PAREXEL International Corporation
which is incorporated by reference in PAREXEL International Corporation's Annual
Report on Form 10-K for the year ended June 30, 1998. We also consent to the
application of such report to the Financial Statements for the three years ended
June 30, 1998 listed under Item 14(a) of such Annual Report on Form 10-K when
such schedule is read in conjunction with the consolidated financial statements
referred to in our report. The audits referred to in such report included this
Financial Statement Schedule.
PRICEWATERHOUSECOOPERS LLP
BOSTON, MASSACHUSETTS
JANUARY 25, 1999
