<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
--------------------------------------------------------------------------------
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
PAREXEL International Corporation
(Name of Registrant as Specified In Its Charter)
NAME OF COMPANY
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
--------------------------------------------------------------------------------
<PAGE> 2
[PAREXEL LOGO]
-------------------------------------------------------------------
195 West Street, Waltham, Massachusetts 02451
Telephone: 781-487-9900
Fax: 781-487-0525
September 29, 2000
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
PAREXEL International Corporation (the "Company") to be held at 10:00 a.m.,
Eastern Standard Time, on Thursday, November 16, 2000, at the Museum of Our
National Heritage located at 33 Marrett Road, Lexington, Massachusetts 02420.
At this meeting, you will be asked to:
(i) elect two Class II Directors for three-year terms;
(ii) approve the Company's 2000 Employee Stock Purchase Plan as set forth
in the attached Proxy Statement; and
(iii) ratify the selection of PricewaterhouseCoopers LLP as the Company's
independent auditors for the fiscal year ending June 30, 2001.
The Board of Directors unanimously recommends that you vote FOR each of
these proposals.
Details regarding each of the matters to be acted upon at this meeting
appear in the accompanying Proxy Statement. Please give this material your
careful attention.
Whether or not you plan to attend the meeting, please complete, sign and
date the accompanying proxy card and return it in the enclosed postage prepaid
envelope. It is important that your shares be voted whether or not you attend
the meeting in person. If you attend the meeting, you may vote in person even if
you have previously returned your proxy card. Your prompt cooperation will be
greatly appreciated.
Very truly yours,
/s/ Josef H. von Rickenbach
Josef H. von Rickenbach
President, Chief Executive Officer
and Chairman
<PAGE> 3
[PAREXEL LOGO]
-------------------------------------------------------------------
195 West Street, Waltham, Massachusetts 02451
Telephone: 781-487-9900
Fax: 781-487-0525
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 16, 2000
To the Stockholders of PAREXEL International Corporation:
Notice is hereby given that the Annual Meeting of Stockholders of PAREXEL
International Corporation, a Massachusetts corporation (the "Company"), will be
held at 10:00 a.m., Eastern Standard Time, on Thursday, November 16, 2000, at
the Museum of Our National Heritage located at 33 Marrett Road, Lexington,
Massachusetts 02420, to consider and vote upon the following proposals:
1. To elect two Class II Directors to the Company's Board of Directors,
each to serve for a term of three years and until his successor is
elected and qualified or until his earlier resignation or removal;
2. To approve the Company's 2000 Employee Stock Purchase Plan as set forth
in the attached Proxy Statement;
3. To ratify the selection of PricewaterhouseCoopers LLP, independent
public accountants, as auditors for the fiscal year ending June 30,
2001; and
4. To transact such other business as may properly come before the meeting
or any postponements or adjournments thereof.
Only stockholders of record at the close of business on September 18, 2000
are entitled to notice of and to vote at the meeting. All stockholders are
cordially invited to attend the meeting in person. TO ENSURE YOUR REPRESENTATION
AT THE MEETING, HOWEVER, YOU ARE URGED TO SIGN AND RETURN THE ENCLOSED PROXY
CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE. You may
revoke your proxy in the manner described in the accompanying Proxy Statement at
any time before it has been voted at the Annual Meeting. Any stockholder
attending the annual meeting may vote in person even if he or she has returned a
proxy.
By Order of the Board of Directors,
/s/ Mark T. Beaudouin
Mark T. Beaudouin
Clerk
Waltham, Massachusetts
September 29, 2000
<PAGE> 4
[PAREXEL LOGO]
------------------------
PROXY STATEMENT
------------------------
September 29, 2000
This Proxy Statement is being furnished to holders of common stock, par
value $.01 per share ("Common Stock"), of PAREXEL International Corporation, a
Massachusetts corporation ("PAREXEL" or the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company (the "Board")
for use at the Annual Meeting of Stockholders of the Company to be held at 10:00
a.m., Eastern Standard Time, on Thursday, November 16, 2000, and at any
adjournments or postponements thereof (the "Meeting"), at the Museum of Our
National Heritage located at 33 Marrett Road, Lexington, Massachusetts 02420.
The Company's 2000 Annual Report, containing financial statements and
Management's Discussion and Analysis of Financial Condition and Results of
Operations for the fiscal year ended June 30, 2000, is being mailed
contemporaneously with this Proxy Statement to all stockholders entitled to vote
at the Meeting. This Proxy Statement and the form of proxy were first mailed to
stockholders on or about September 29, 2000.
The purpose of the Meeting is:
1. To elect two Class II Directors to the Company's Board of Directors,
each to serve for a term of three years and until his successor is
elected and qualified or until his earlier resignation or removal;
2. To consider and vote upon a proposal to approve the Company's 2000
Employee Stock Purchase Plan as set forth herein; and
3. To ratify the selection of PricewaterhouseCoopers LLP, independent
public accountants, as auditors for the fiscal year ending June 30,
2001.
The Board has fixed the close of business on September 18, 2000 as the
record date (the "Record Date") for the determination of the Company's
stockholders entitled to notice of, and to vote at, the Meeting. Accordingly,
only holders of record of Common Stock as of the close of business on the Record
Date will be entitled to notice of, and to vote at, the Meeting or an
adjournment thereof. As of the Record Date, 25,375,054 shares of the Company's
Common Stock were issued and outstanding. The holders of Common Stock are
entitled to one vote per share on any proposal presented at the Meeting.
Stockholders may vote in person or by proxy. Execution of a proxy will not in
any way affect a stockholder's right to attend the Meeting and vote in person.
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before it is voted. Proxies may be revoked by (1) filing
with the Clerk of the Company, before the taking of the vote at the Meeting, a
written notice of revocation bearing a later date than the proxy, (2) duly
executing a later dated proxy relating to the same shares and delivering it to
the Clerk of the Company before the taking of the vote at the Meeting or (3)
attending the Meeting and voting in person (although attendance at the Meeting
<PAGE> 5
will not in and of itself constitute a revocation of a proxy). Any written
notice of revocation or subsequent proxy should be sent so as to be delivered to
PAREXEL International Corporation, 195 West Street, Waltham, Massachusetts
02451, Attention: Clerk, at or before the taking of the vote at the Meeting.
The persons named as attorneys in the proxy are officers of the Company.
All properly executed proxies returned in time to be counted at the Meeting will
be voted and, with respect to the election of the Board, will be voted as stated
in "Election of Directors" on page 5. Any stockholder submitting a proxy has the
right to withhold authority to vote for the nominee to the Board by so marking
the box provided on the proxy.
In addition to the election of two Class II directors to three year terms,
the stockholders will consider and vote upon proposals to approve the Company's
2000 Employee Stock Purchase Plan and to ratify the selection of auditors, all
as further described in this Proxy Statement. All proxies will be voted in
accordance with the instructions contained therein, and if no choice is
specified, the proxies will be voted in favor of the matters set forth in the
accompanying Notice of Meeting.
The representation in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote at the Meeting is necessary
to establish a quorum for the transaction of business at the Meeting. Votes
withheld from the nominee, abstentions and broker non-votes are counted as
present or represented for purposes of determining the presence or absence of a
quorum. A "non-vote" occurs when a broker holding shares for a beneficial owner
votes on one proposal, but does not vote on another proposal because the broker
does not have discretionary voting power and has not received instructions from
the beneficial owner. Directors are elected by a plurality of the votes cast by
stockholders entitled to vote at the Meeting. All other matters being submitted
to stockholders require the affirmative vote of a majority of shares present in
person or represented by proxy at the Meeting. An automated system administered
by the Company's transfer agent tabulates the votes. The vote on each matter
submitted to stockholders is tabulated separately. Abstentions are included in
the number of shares present or represented and voting on each matter and,
therefore, with respect to votes on specific proposals, will have the effect of
negative votes. Broker "non-votes" are not so included.
Where a choice has been specified on the proxy with respect to the
foregoing matters, the shares represented by the proxy will be voted in
accordance with the specification. The shares will be voted FOR the matter in
question if no specification is made.
The Board knows of no other matter to be presented at the Meeting. If any
other matters are properly presented for consideration at the Meeting (or any
adjournment or postponements thereof), the persons named in the enclosed form of
proxy and voting thereunder will have the discretion to vote on such matters in
accordance with their best judgment.
2
<PAGE> 6
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of September 15, 2000 (unless
otherwise indicated) (i) by each person who is known by the Company to own
beneficially more than 5% of the outstanding shares of Common Stock, (ii) by
each current Director of the Company, (iii) by each executive officer of the
Company named in the Summary Compensation Table on page 10, and (iv) by all
current Directors and executive officers of the Company as a group. Unless
otherwise indicated below, to the knowledge of the Company, all persons listed
below have sole voting and investment power with respect to their shares of
Common Stock, except to the extent authority is shared by spouses under
applicable law.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY PERCENTAGE OF SHARES
NAME OF BENEFICIAL OWNER OWNED(1) BENEFICIALLY OWNED(1)
------------------------ ------------------- ---------------------
<S> <C> <C>
Wellington Management Company, LLP(2).................... 3,537,100 14.0%
EQSF Advisers, Inc., et. al.(3).......................... 1,702,985 7.0
Massachusetts Financial Services Company(4).............. 1,443,057 5.7
Vanguard Specialized Funds -- Vanguard Health Care
Fund(5)................................................ 1,388,200 5.5
A. Dana Callow, Jr.(6)................................... 109,411 0.4
A. Joseph Eagle(7)....................................... 13,200 0.1
Patrick J. Fortune, Ph.D.(8)............................. 45,163 0.2
Werner M. Herrmann(9).................................... 105,911 0.4
Serge Okun(10)........................................... 27,830 0.1
Josef H. von Rickenbach(11).............................. 218,758 0.9
William T. Sobo, Jr.,(12)................................ 46,060 0.2
Paule A. Dapres, M.D.(13)................................ 40,225 0.2
Andrew J. Morffew, Ph.D.(14)............................. 9,200 *
Barry R. Philpott(15).................................... 39,018 0.2
Ulf I. Schneider, Ph.D.(16).............................. 14,495 0.1
All executive officers and directors as a group (13
persons)(17)........................................... 679,271 2.6%
</TABLE>
---------------
* Less than 0.1% of the outstanding Common Stock.
(1) The number of shares of Common Stock deemed outstanding includes: (i)
25,375,054 shares of Common Stock outstanding as of September 15, 2000; and
(ii) shares issuable pursuant to options held by the respective person or
group which may be exercised within 60 days after September 15, 2000
("presently exercisable" stock options), as set forth below.
(2) The mailing address for this entity is 75 State Street, Boston,
Massachusetts 02109. Ownership is stated as of February 9, 2000, as
reflected in a Schedule 13G/A filed with the Securities and Exchange
Commission (the "Commission"). This entity has shared voting power with
regard to 1,896,600 of these
3
<PAGE> 7
shares, sole voting power with regard to none of these shares and shared
disposition power with regard to all of these shares. This entity is a
registered investment adviser.
(3) The mailing address for this entity is 767 Third Avenue, New York, New York
10017. Ownership is stated as of May 10, 2000, as reflected in a Schedule
13-G filed with the Commission. Consists of 989,200 shares beneficially
owned by EQSF Advisers, Inc., ("EQSF") and 713,785 shares beneficially
owned by M.J. Whitman Advisers, Inc. ("MJWA"). Martin J. Whitman, Chief
Executive Officer and controlling person of EQSF and MJWA, disclaims
beneficial ownership of such shares. Each of EQSF and MJWA is a registered
investment adviser.
(4) The mailing address for this entity is 500 Boylston Street, Boston,
Massachusetts 02116. Ownership is stated as of February 11, 2000, as
reflected in a Schedule 13-G filed with the Commission. This entity has
sole voting power with regard to 965,557 of these shares.
(5) The mailing address for this entity is P.O. Box 2600, Valley Forge,
Pennsylvania 19482. Ownership is stated as of February 8, 2000, as
reflected in a Schedule 13-G filed with the Commission. This entity is a
registered investment company and has shared disposition power with regard
to these shares.
(6) Includes 94,829 shares of Common Stock issuable pursuant to presently
exercisable stock options.
(7) Includes 3,850 shares of Common Stock issuable pursuant to presently
exercisable stock options.
(8) Consists of 45,163 shares of Common Stock issuable pursuant to presently
exercisable stock options.
(9) Includes 13,925 shares of Common Stock issuable pursuant to presently
exercisable stock options. Includes 91,986 shares of Common Stock owned by
Sawema Investments Ltd., a Cayman Islands corporation and the sole
shareholder of Sawema Trust, of which Dr. Herrmann is currently the sole
beneficiary.
(10) Includes 23,830 shares of Common Stock issuable pursuant to presently
exercisable stock options.
(11) Includes 116,750 shares of Common Stock issuable pursuant to presently
exercisable stock options.
(12) Includes 42,300 shares of Common Stock issuable pursuant to presently
exercisable stock options.
(13) Includes 38,825 shares of Common Stock issuable pursuant to presently
exercisable stock options.
(14) Consists of 9,200 shares of Common Stock issuable pursuant to presently
exercisable stock options.
(15) Includes 36,600 shares of Common Stock issuable pursuant to presently
exercisable stock options.
(16) Includes 12,300 shares of Common Stock issuable pursuant to presently
exercisable stock options.
(17) Includes 437,572 shares of Common Stock issuable pursuant to presently
exercisable stock options.
4
<PAGE> 8
ELECTION OF DIRECTORS
In accordance with the Company's Restated Articles of Organization, the
Company's Board is divided into three classes: the Class I, Class II and Class
III Directors. Each Director is elected for a three-year term of office, with
one class of Directors being elected at each Annual Meeting of Stockholders. The
Class II Directors' terms will expire at this Meeting. Each Director holds
office until his successor is elected and qualified or until his earlier death,
resignation or removal. The nominees for Class II Directors are Serge Okun and
A. Joseph Eagle. The information below sets forth for each member of the Board,
including the Class II nominees to be elected at the Meeting, such person's age,
principal occupations during the past five years and certain other information.
All shares of Common Stock that are entitled to vote and are represented at
the Meeting by properly executed proxies received prior to or at the Meeting and
not duly and timely revoked, will be voted at such Meeting in accordance with
the instructions indicated in such proxies. Shares represented by all proxies
received by the Board and not marked so as to withhold authority to vote for the
nominees to the Board will be voted (unless a nominee is unable or unwilling to
serve) FOR the election of the nominees named below. The election of the
Directors will be determined by a plurality of the votes cast at the Meeting.
The Board knows of no reason why the nominees would be unable or unwilling to
serve, but if such should be the case, proxies may be voted for the election of
other persons.
CLASS II DIRECTORS: TO BE ELECTED AT THE 2000 ANNUAL MEETING OF STOCKHOLDERS
SERGE OKUN, 54, was initially elected a Director of the Company in November
1997 and is a member of the Compensation Committee of the Board. Since August
1996, Mr. Okun has served as President and Chief Executive Officer of PST
International and President of BMTS, both privately held ventures in health care
technology. Prior to his positions at PST International, Mr. Okun held several
senior management positions including Corporate Executive Vice President and
Corporate Senior Vice President at Dun & Bradstreet, in addition to various
senior management positions at IMS International and A.C. Nielson Company, two
companies constituting Dun & Bradstreet's Marketing Information Services
Division. At IMS International, Mr. Okun held several positions including
President, Chief Executive Officer, Senior Vice President, President IMS
America, President IMS France and General Manager IMS Canada. At A.C. Nielson
Company, Mr. Okun was President and Chief Executive Officer. Mr. Okun is a
director of ADIDAS AG and several privately held companies including MediMedia,
BMTS, PST International and FINGERPIN.
A. JOSEPH EAGLE, 53, was initially elected a Director of the Company in
March 1998. From March 1998 to April 2000, Mr. Eagle served as President of the
Company's Medical Marketing Services Division and Managing Director of PAREXEL
MMS Europe Limited. From 1990 to March 1998, Mr. Eagle served as Managing
Director and Chairman of PPS Europe Limited, a medical marketing services
company, which was acquired by the Company in March 1998. Prior to 1985, Mr.
Eagle served as Marketing Director of Ciba Geigy UK Ltd. and was a Vice
President of both Pfizer Asia Management Centre and Pfizer Africa Middle East.
Prior to his service at Pfizer, Mr. Eagle was a product manager at Wellcome
International.
5
<PAGE> 9
CLASS III DIRECTORS: TERM EXPIRES AT 2001 ANNUAL MEETING OF STOCKHOLDERS
JOSEF H. VON RICKENBACH, 45, founded PAREXEL in 1983 and has served as a
Director, President, Chief Executive Officer and Chairman of the Board since
then. Prior to his involvement with PAREXEL, he was European Area Manager with
ERCO (now ENSECO), Inc., a diversified testing and technical consulting company.
Mr. von Rickenbach has worked for Schering-Plough, Inc. and 3M (East), a
division of Minnesota Mining and Manufacturing, Inc. Mr. von Rickenbach received
an M.B.A. from the Harvard University Graduate School of Business Administration
and has an undergraduate degree from the Lucerne College of Economics and
Administration in Switzerland.
A. DANA CALLOW, JR., 48, was elected a Director of the Company in June 1986
and is a member of the Audit Committee, Compensation Committee and Stock Option
Committee of the Board. Since January 1997, Mr. Callow has served as the
Managing General Partner of the general partner of Boston Millennia Partners
Limited Partnership and Boston Millennia Partners II Limited Partnerships, both
venture capital firms. Since 1983, Mr. Callow has also served as a general
partner of several Boston Capital Ventures' Limited Partnerships. He serves as a
director of several private companies.
WILLIAM T. SOBO, JR., 43, was initially elected a Director of the Company
in June 2000. Since June 2000, Mr. Sobo has served as Chief Operating Officer
and Chief Financial Officer of Politzer & Haney Incorporated, a privately held
software company. From 1989 to June 2000, Mr. Sobo served as Chief Financial
Officer, Treasurer and Clerk of the Company, and from 1991 to June 2000, he
served as Senior Vice President of the Company.
CLASS I DIRECTORS: TERM EXPIRES AT 2002 ANNUAL MEETING OF STOCKHOLDERS
PATRICK J. FORTUNE, PH.D., 53, was elected a Director of the Company in
June 1996 and is a member of the Audit Committee and the Stock Option Committee
of the Board. Since April 1999, Mr. Fortune has served as President, Chief
Operating Officer and a director of New Era of Networks, Inc., an internet
software and services company. From October 1995 to March 1999, Mr. Fortune was
Vice President, Information Technology and Chief Information Officer of Monsanto
Company, an agricultural, pharmaceutical and health products company. From
August 1994 to July 1995, Mr. Fortune was President and Chief Operating Officer,
Chief Information Officer and a member of the Board of Directors of Coram
Healthcare Corporation, a medical therapy services company. From December 1991
to August 1994, Mr. Fortune was Corporate Vice President, Information Management
at Bristol-Myers Squibb. Prior to that, Mr. Fortune was Senior Vice President
and General Manager of Packaging Corporation of America, a subsidiary of Tenneco
and held several management positions with Baxter International, Inc., including
Corporate Vice President, President, Parenteral Products Division, Vice
President, Research and Development and Vice President, Information Services.
PROF. DR. MED. WERNER M. HERRMANN, 59, was elected a Director of the
Company in April 1991. Since 1991, Dr. Herrmann has served as Chief Scientific
Officer and as Senior Vice President of the Company's worldwide clinical
pharmacology business unit. Dr. Herrmann founded a Berlin-based provider of
clinical and
6
<PAGE> 10
biostatistical and clinical data management services in 1982, which was acquired
by PAREXEL and renamed PAREXEL GmbH Independent Pharmaceutical Research
Organization. Prior to 1982, Dr. Herrmann was head of the Psychiatry and
Neurology Branch, Department of Experimental and Clinical Pharmacology,
Institute for Drugs, Federal Health Office, Berlin, Germany, from 1979 to 1982
and worked for Schering AG, Berlin, Germany from 1970 to 1979. Dr. Herrmann is a
Full Professor at the Department of Psychiatry, Free University of Berlin.
DIRECTORS' COMPENSATION
Non-employee members of the Board receive $1,500 per day for in-person
Board meetings (with no more than one $1,500 payment being made for any one day
and no more than $7,500 per year for each director). Non-employee Directors are
also reimbursed for their reasonable out-of-pocket expenses incurred in
attending meetings. There are no family relationships among any of the executive
officers or Directors of the Company.
All non-employee Directors receive option grants pursuant to the Company's
Second Amended and Restated 1995 Stock Option Plan (the "1995 Plan"), according
to a discretionary arrangement. During the fiscal year ended June 30, 2000,
non-employee Directors were granted options to purchase 42,000 shares of Common
Stock in aggregate. The non-employee Directors were granted the following
options under the 1995 Plan during fiscal year 2000: Mr. Callow, 11,000; Mr.
Fortune, 10,000; Mr. Okun, 12,500; and Mr. Saalfield, 8,500. The exercise prices
for these option grants ranged from $8.563 to $14.25. All of the options granted
to Mr. Saalfield in fiscal year 2000 expired as a result of his resignation from
the Board of Directors in January, 2000. The options granted to non-employee
Directors vest in three equal annual installments commencing on the first
anniversary of the date of grant, unless a change in control of the Company
occurs in which case they become fully exercisable.
MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Board met 15 times and took action by unanimous written consent once
during the fiscal year ended June 30, 2000. The Board has a standing Audit
Committee, Stock Option Committee and Compensation Committee. The Audit
Committee, which oversees the accounting and financial functions of the Company,
met four times during the fiscal year ended June 30, 2000. Messrs. Callow and
Fortune are the current members of the Audit Committee. The Stock Option
Committee of the Company, which reviews and approves option grants and
administers the Company's stock option plans, took action by unanimous written
consent seven times during the fiscal year ended June 30, 2000. Messrs. Callow
and Fortune are the current members of the Stock Option Committee. The
Compensation Committee of the Company, which reviews and makes recommendations
concerning executive compensation, met once during the fiscal year ended June
30, 2000. Messrs. Callow and Okun are the current members of the Compensation
Committee.
During the fiscal year ended June 30, 2000, all of the Company's Directors
attended at least seventy-five percent of the aggregate of the total number of
meetings of the Board and all committees of the Board on which they served.
7
<PAGE> 11
EXECUTIVE OFFICERS
Executive officers serve at the discretion of the Board on an annual basis
and serve until their successors have been duly elected and qualified or until
their earlier resignation or removal. The current executive officers of the
Company are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION(S)
---- --- -----------
<S> <C> <C>
Josef H. von Rickenbach................... 45 President, Chief Executive Officer and Chairman of
the Board
James F. Winschel, Jr. ................... 51 Senior Vice President and Chief Financial Officer
Barry R. Philpott......................... 51 President, Clinical Research Services
Andrew J. Morffew, Ph.D. ................. 50 President, PAREXEL Consulting Group
Andrew L. Smith........................... 53 President, Medical Marketing Services
Ulf I. Schneider, Ph.D. .................. 43 Senior Vice President and Chief Administrative
Officer
Paule A. Dapres, M.D. .................... 56 Executive Vice President, Clinical Research
Services
</TABLE>
JAMES F. WINSCHEL, JR. has served as Senior Vice President and Chief
Financial Officer of the Company since June 2000. From January 1999 to May 2000,
Mr. Winschel served as President of U.B. Vehicle Leasing, Inc., a subsidiary of
The Bank of Tokyo Mitsubishi Ltd. ("BTM"). From December 1995 to September 1999,
Mr. Winschel served as Executive Vice President and Chief Financial Officer of
BTM Capital Corporation, another BTM subsidiary. From 1993 to 1995, Mr. Winschel
served as Vice President - Finance for the Physician Services Division of
Caremark International, Inc., a healthcare services company. From 1989 to 1993,
he held a variety of executive positions at Whirlpool Financial Corporation,
including Vice President and Managing Director of its commercial finance
division and Vice President and Chief Financial Officer. Prior to 1989, Mr.
Winschel had a 16 year career with General Electric Company and its
subsidiaries, holding various positions including serving in the financial
management ranks of General Electric Capital Corporation. Mr. Winschel received
B.S. and M.B.A. degrees from Syracuse University.
BARRY R. PHILPOTT has served as President of Clinical Research Services
since March 2000 and President of European Operations since July 1993. He is
responsible for the management of the Company's core business for the design,
management and conduct of clinical trials. From April 1998 to March 2000, he
served as President of the Company's Consulting Group. From July 1996 to April
1998, he served as Chief Administrative Officer of the Company. Prior to joining
PAREXEL in 1993, Mr. Philpott served in several senior management positions with
EG&G Inc., a diversified technology company based in Massachusetts, including
General Manager of its Worldwide Optical & Analytical Division. Previous to this
position he was the President and Managing Director of EG&G Princeton Applied
Research Corp.
ANDREW J. MORFFEW, PH.D. has served as President of PAREXEL Consulting
Group since March 2000. He joined the Company in April 1997 and has served in
positions as Vice President Client Relations Group and Vice President PAREXEL
Consulting Group. From January 1980 to April 1997 he held several positions
8
<PAGE> 12
in International Business Machines Corporation, an information technology
company, where in his final five years he served as a Principal in the IBM
Consulting Group.
ANDREW L. SMITH has served as President, Medical Marketing Services since
April 2000. From August 1996 to August 1999, Mr. Smith served as the Chief
Executive Officer of Cerebrus plc, a UK based biotechnology start-up company.
From December 1990 to August 1996, Mr. Smith served as Senior Vice President and
Managing Director of SmithKline Beecham, a U.K. pharmaceutical company.
ULF I. SCHNEIDER, PH.D. has served as Senior Vice President and Chief
Administrative Officer of the Company since June 2000 and Managing Director of
PAREXEL GmbH since 1996, and is responsible for coordination of world wide
administrative activities of the Company. From 1990 to 1996, he served as
Director of Finance and Administration of PAREXEL GmbH.
PAULE A. DAPRES, M.D. has served as Executive Vice President, Clinical
Research Services, of the Company since January 1999 and is responsible for the
management of the largest segment of the Company's clinical research services
business unit. From 1993 to March 1996, she served as Vice President, and from
April 1996 to June 1997 she served as Senior Vice President, of the Company's
clinical research services business unit in Europe. From July 1997 to December
1998, she served as Senior Vice President of the Company's worldwide clinical
research services. Prior to joining PAREXEL in 1992, Dr. Dapres served in
several senior management positions at Schering-Plough, Inc. Dr. Dapres received
her M.D. degree from the University of Paris.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No executive officer of the Company served as a member of the Compensation
Committee (or other Board committee performing equivalent functions or, in the
absence of any such committee, the entire Board of Directors) of another entity,
one of whose executive officers served as a Director of the Company.
9
<PAGE> 13
EXECUTIVE COMPENSATION
The following table sets forth certain information concerning the
compensation of the Company's Chief Executive Officer (the "CEO") and the six
other most highly compensated executive officers other than the CEO, including
two former executive officers, in each case whose total salary and bonus
exceeded $100,000 in fiscal 2000 (collectively, the "Named Executive Officers")
with respect to the Company's last three completed fiscal years:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------- ------------------
AWARDS
FISCAL OTHER ANNUAL SECURITIES ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY(1) BONUS COMPENSATION UNDERLYING/OPTIONS COMPENSATION
--------------------------- ------ --------- ------- ------------ ------------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Josef H. von Rickenbach........... 2000 $382,502 -- -- 40,000 $ 4,264(2)
President, Chief Executive
Officer 1999 358,972 -- -- 8,750 3,000
and Chairman of the Board 1998 354,664 $35,938 -- 60,000 3,000
Barry R. Philpott................. 2000 $219,890 $ 9,969 -- 15,000 $23,519(3)
President, Clinical Research 1999 213,525 10,032 -- 3,850 17,885
Services 1998 214,955 27,461 -- 30,000 19,392
Andrew J. Morffew, Ph.D.(4)....... 2000 $182,292 $22,027 -- 5,000 $19,510(5)
President, PAREXEL Consulting
Group
Paule A. Dapres, M.D. ............ 2000 $175,934 $ 7,346 -- 7,500 --
Executive Vice President, 1999 169,313 -- -- 2,950 --
Clinical Research Services 1998 165,099 -- -- 20,000 --
Ulf I. Schneider, Ph.D.(6)........ 2000 $161,219 $ 8,517 -- 78,000 $11,973(5)
Senior Vice President and
Chief Administrative Officer
William T. Sobo, Jr.(7)........... 2000 $229,110 $40,000 -- 15,000 $ 4,264(2)
Former Senior Vice President, 1999 225,000 15,000 -- 4,550 3,000
Chief Financial Officer,
Treasurer 1998 234,043 17,500 -- 30,000 3,000
and Clerk
A. Joseph Eagle(8)................ 2000 $197,483 -- $23,671(9) -- --
Former President, Medical 1999 213,525 -- 23,652 3,850 $19,217(5)
Marketing Services 1998 172,563 -- 18,693 -- 15,531
</TABLE>
---------------
(1) Includes commissions, if any.
(2) Amounts shown represent employer contributions of $3,000 under the Company's
401(k) plan and $1,264 paid in connection with the termination of the
Company's 1995 Employee Stock Purchase Plan during the fiscal year.
10
<PAGE> 14
(3) Amounts shown represent employer contributions of $22,326 to defined benefit
plans and $1,193 paid in connection with the termination of the Company's
1995 Employee Stock Purchase Plan during the fiscal year.
(4) Mr. Morffew became President of PAREXEL Consulting Group effective March 21,
2000.
(5) Amounts shown represent employer contributions to defined benefit plans.
(6) Mr. Schneider became Senior Vice President and Chief Administrative Officer
effective June 8, 2000.
(7) Mr. Sobo resigned as Senior Vice President, Chief Financial Officer,
Treasurer and Clerk of the Company effective June 1, 2000.
(8) Mr. Eagle resigned as President, Medical Marketing Services effective April
26, 2000.
(9) Amounts shown represent automobile allowance.
The following table sets forth information concerning options granted
pursuant to the 1995 Plan during the fiscal year ended June 30, 2000 to the
Named Executive Officers as reflected in the Summary Compensation Table above.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
--------------------------------------------------------- POTENTIAL REALIZABLE
PERCENT OF VALUE AT ASSUMED
NUMBER OF TOTAL OPTIONS ANNUAL RATES OF STOCK
SECURITIES OR SARS PRICE APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM(1)
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION ---------------------
NAME GRANTED(2) FISCAL YEAR(3) PER SHARE(4) DATE 5% 10%
---- ------------ -------------- ------------ ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Josef H. von Rickenbach.... 13,334 1.41% $11.125 12/23/07 $ 69,152 $167,211
13,333 1.41% $ 15.00 12/23/07 $ 17,481 $115,533
13,333 1.41% $ 22.00 12/23/07 -- $ 22,202
Barry R. Philpott.......... 15,000 1.59% $ 8.44 10/11/07 $ 57,343 $140,277
Andrew J. Morffew, Ph.D.... 5,000 .53% $10.125 8/19/07 $ 23,322 $ 56,662
Paule A. Dapres, M.D....... 7,500 .79% $10.125 8/19/07 $ 34,982 $ 84,992
Ulf I. Schneider, Ph.D..... 70,000 7.40% $ 8.78 5/24/08 $293,548 $703,000
8,000 0.85% $10.125 8/19/07 $ 37,315 $ 90,659
William T. Sobo, Jr........ 15,000 1.59% $ 8.44 10/11/07 $ 57,343 $140,277
A. Joseph Eagle............ -- -- -- -- -- --
</TABLE>
---------------
(1) Amounts reported in these columns represent amounts that may be realized
upon exercise of the options immediately prior to the expiration of their
term assuming the specified compounded rates of appreciation of the
Company's Common Stock over the term of the options. These numbers are
calculated based on rules promulgated by the Commission and do not reflect
the Company's estimate of future stock price growth. Actual gains, if any,
on stock option exercises and Common Stock holdings are dependent on the
11
<PAGE> 15
timing of such exercises and the future performance of the Company's Common
Stock. There can be no assurance that the rates of appreciation assumed in this
table can be achieved or that the amounts reflected will be received by the
individuals.
(2) Exercisable in four equal installments commencing one year from the date of
grant.
(3) Based on an aggregate of 945,850 shares subject to options granted in the
fiscal year ended June 30, 2000 to employees of the Company.
(4) The exercise price per share was equal to or above the fair market value of
the Company's Common Stock on the date of grant as defined in the 1995 Plan.
The following table sets forth certain information concerning options
granted to the Named Executive Officers, including (i) the number of unexercised
stock options outstanding as of June 30, 2000; and (ii) the value of such
unexercised options at June 30, 2000. No stock options were exercised by any of
the Named Executive Officers for the fiscal year ended June 30, 2000.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED,
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS AT
OPTIONS AT FISCAL YEAR-END FISCAL YEAR-END(1)
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Josef H. von Rickenbach............ 113,750 95,000 $146,280 --
Barry R. Philpott.................. 31,350 42,500 $ 12,190 $22,470
Andrew J. Morffew, Ph.D............ 7,700 14,400 -- --
Paule A. Dapres, M.D............... 35,950 28,500 $ 39,132 --
Ulf I. Schneider, Ph.D............. 9,550 87,600 $ 2,438 $81,060
William T. Sobo, Jr. .............. 37,050 42,500 $ 24,380 $22,470
A. Joseph Eagle.................... 3,850 -- -- --
</TABLE>
---------------
(1) Value is based on the difference between the option exercise price and the
fair market value at June 30, 2000, the fiscal year-end ($9.938 per share as
quoted on the Nasdaq National Market) multiplied by the number of shares
underlying the option.
EMPLOYMENT AGREEMENTS
On December 6, 1999, the Company and Josef H. von Rickenbach, the Company's
Chairman, President and Chief Executive Officer, amended and restated an
employment agreement, which had originally been entered into on October 20,
1998, which has a term of three years. Such three year term is automatically
renewed for successive three year terms unless either the Company or Mr. von
Rickenbach notifies the other party not less than 90 days prior to the automatic
renewal date. The agreement provides for a current annual base salary of
$350,000 and a bonus target of not less than the amount by which $560,000
exceeds his then-current base salary for such fiscal
12
<PAGE> 16
year. In addition to termination as a result of non-renewal by either party, the
agreement may be terminated by the Company immediately for "cause" (as defined
in the agreement), by Mr. von Rickenbach for "good reason" (as defined in the
agreement) or upon death or disability. In addition, the agreement may be
terminated at the election of either the Company without cause or by Mr. von
Rickenbach without good reason at any time upon sixty (60) days prior written
notice. In the event of termination by the Company by non-renewal of the
agreement, all options held by Mr. von Rickenbach would vest and all other
awards under any other long term incentive plan, whether vested or not, would be
paid out in a lump sum. In the event of termination by the Company other than
for "cause", or by Mr. von Rickenbach for "good reason", and not in connection
with a "change in control" of the Company (as defined in the agreement), or for
death or disability, Mr. von Rickenbach would be entitled to receive, (a)
payment of his then-current base salary, plus (b) bonus payments in the amount
equal to the greater of his target amount for such year or the actual amount he
received in the prior year, and (c) perquisites and benefits, otherwise payable
to him through the period ending three years from the date of termination. All
options would become fully exercisable and all other awards under any other long
term incentive plan, whether vested or not (other than in the case of death or
disability in which case such award shall equal the amount to which he is
entitled as a result of death or disability), would be paid out in a lump sum.
In addition, in the event of termination by the Company other than for "cause"
or by Mr. von Rickenbach for "good reason" during the period beginning 12 months
prior to a "change of control" but after the commencement of substantive
discussions that ultimately result in the "change of control" and ending 18
months following a "change in control", Mr. von Rickenbach would be entitled to
receive a lump sum payment equal to (a) the amount of base salary, bonuses and
benefits, perquisites and services that would have been payable if he had
remained an employee of the Company through the date of the "change in control"
and (b) the amount of base salary, bonus payments (in the amount equal to the
greater of his target amount for such year or the actual amount he received in
the previous year) and benefits, perquisites and services otherwise payable to
him through the date which is three years after the date of termination, and (c)
outplacement services. In addition, all options would become fully exercisable
unless (a) such accelerated vesting would jeopardize the event constituting the
"change in control" from being accounted for as a pooling of interests or (b)
the "change in control" does not occur before the options terminate in
accordance with the terms of the option agreements or the option plans. In all
cases, vested options would remain exercisable for the period after termination
as specified in the respective option agreements. The agreement further provides
that benefits will be supplemented by an additional payment to "gross up" Mr.
von Rickenbach for any excise tax under the "golden parachute" tax provisions of
the Internal Revenue Code of 1986, as amended (the "Code"), unless the value of
all payments to be received under this agreement would be greater when subjected
to a specified cap (in which case the benefit payments will be so capped).
Effective August 15, 2000, the Board approved an amendment to Mr. von
Rickenbach's employment agreement to provide for an increase in compensation of
$100,000 contingent upon the achievement of certain agreed upon objectives for
fiscal year 2001. The Board also approved an amendment to the bonus element of
his employment agreement, the payment of which is also contingent upon the
achievement of certain specified objectives for fiscal year 2001.
Dr. Herrmann entered into a letter agreement of employment with the Company
effective July 1, 1997, which was amended on April 1, 1998. Dr. Herrmann's
current annual base salary under this agreement is
13
<PAGE> 17
$103,110. In addition, Dr. Herrmann and PAREXEL GmbH, a subsidiary of the
Company, are parties to an employment agreement dated June 30, 1993 and amended
effective July 1, 1997 and April 1, 1998. Dr. Herrmann's current annual base
salary under this agreement is approximately $87,456 (DM 160,000).
The Company and Barry R. Philpott are parties to a letter agreement of
employment dated July 6, 1993. Mr. Philpott's current annual base salary is
approximately $227,000 (L150,000) and he is eligible to participate in the
Company's Management Incentive Plan. The Company may terminate Mr. Philpott's
employment upon two months' notice and upon payment of severance benefits equal
to one month's base salary per full year of service, with a maximum payment
equal to six months' base salary.
In addition, on October 20, 1998, the Company entered into an executive
severance agreement with Mr. Philpott. Under the terms of the agreement, if the
Company terminates the executive's employment without "cause" (as defined in the
agreement) or the executive terminates his employment for "good reason" (as
defined in the agreement) during the period beginning 9 months prior to and
ending 18 months following a "change of control" of the Company, as defined in
the agreement, Mr. Philpott would be entitled to receive specified severance
benefits. If employment is terminated prior to a change of control, the
executive would be entitled to receive a lump sum cash payment equal to the
salary such executive would have received between the date of termination and
the change of control, assuming he had remained employed by the Company through
the change of control, plus a lump sum cash severance payment equal to twelve
months of his monthly base salary, at the highest monthly base salary rate in
effect for such executive in the twelve month period prior to the termination of
employment, plus the maximum annual bonus that could have been payable to such
executive during the year in which the change of control occurs. If employment
is terminated following a change of control by the executive for "good reason"
or by the Company without "cause" (both as defined in the agreement), the
executive officer would be entitled to receive a lump sum cash severance payment
equal to twelve months of his monthly base salary, at the highest monthly base
salary rate in effect for such executive in the twelve month period prior to the
termination of employment, plus the maximum annual bonus that would have been
payable to such executive during the year in which the change of control occurs.
In addition, in either event, the executive is entitled to accelerated vesting
under incentive compensation, stock option and benefit plans of the Company, and
for a period of twelve months following the change of control, insurance
coverage substantially similar to the coverage the executive had been receiving
prior to any such termination. However, such accelerated vesting of stock
options would not occur if (a) such accelerated vesting would jeopardize the
event constituting the change in control from being accounted for as a pooling
of interests or (b) the change in control does not occur before the options
terminate in accordance with the terms of the option agreements or the option
plans.
The Company's French subsidiary and Paule A. Dapres are parties to an
employment agreement dated December 19, 1997. Dr. Dapres' current base salary is
approximately $195,885 (FF1,350,000) and she is eligible to participate in
annual bonus opportunities under the Company's Management Incentive Plan. She is
also eligible to receive bonuses based upon the level of travel she must do in
the performance of her duties. The Company may terminate Dr. Dapres' employment
upon either six months advance notice or payment of six months base salary.
14
<PAGE> 18
The Company and Ulf I. Schneider are parties to a letter agreement of
employment dated August 30, 1996. Mr. Schneider's current annual base salary is
approximately $195,000 (DM 400,000) and he is eligible to receive an annual
bonus equal to up to 30% of his base salary. The Company may terminate Mr.
Schneider's employment upon payment of severance benefits equal to one month's
base salary and bonus per full year of service, with a minimum payment equal to
six months' base salary and bonus and a maximum payment equal to twelve months'
base salary and bonus.
PPS Europe Limited, a subsidiary of the Company, and A. Joseph Eagle were
parties to a letter agreement of employment dated April 17, 1998. Effective
April 26, 2000, Mr. Eagle resigned as President, Medical Marketing Services and
effective June 30, 2000, he terminated his employment with the Company and the
letter agreement was terminated. Mr. Eagle's annual base salary was
approximately $197,000 (L130,000).
The executive officers of the Company are bound by the terms of a Key
Employee Confidentiality and Invention Agreement, pursuant to which confidential
information proprietary to the Company obtained during the term of employment by
the Company may not be disclosed by the employee during or subsequent to such
term of employment, and pursuant to which the employee agrees not to compete
with the business of the Company during and for one year subsequent to the term
of employment.
COMPENSATION COMMITTEE AND STOCK OPTION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
Overview. The Company's executive compensation program is administered by
the Compensation Committee and the Stock Option Committee of the Board of
Directors (the "Compensation Committee" and "Stock Option Committee,"
respectively, and "Committees," collectively). Pursuant to authority delegated
by the Board of Directors, the Compensation Committee establishes each year the
non-equity compensation of senior management, reviews, as appropriate, other
compensation standards of the Company and administers the Company's 401(k)
Savings and Retirement Plan. The Stock Option Committee, pursuant to authority
delegated by the Board of Directors, establishes each year the equity
compensation of senior management, reviews, as appropriate, equity compensation
standards of the Company, and administers the Company's 1987 Stock Plan, 1989
Stock Plan, the 1995 Plan, 1995 Non-Employee Director Stock Plan Option, 1995
Employee Stock Purchase Plan (which terminated during fiscal 2000), 1998
Non-Qualified, Non-Officer Stock Option Plan and the 2000 Employee Stock
Purchase Plan.
The members of the Compensation Committee and the Stock Option Committee,
who are non-employee Directors, bring expertise in matters relating to executive
compensation to their service on the Compensation and Stock Option Committees
gained through their experience on other Boards of Directors of public and
private companies, and through serving as senior executives at other companies.
The current members of the Compensation Committee are A. Dana Callow, Jr. and
Serge Okun. The current members of the Stock Option Committee are Mr. Callow and
Patrick J. Fortune.
Procedure for Establishing Compensation. At the beginning of the fiscal
year 2000, the Committees established the annual compensation for the Company's
executive officers based, in part, on recommendations
15
<PAGE> 19
of the Company's Chief Executive Officer. The Committees reviewed the
recommendations, taking into account the following factors: (i) external market
data on executive compensation; (ii) the Company's performance; (iii) the
individual's contribution to the Company's success; (iv) the competitive
environment for the retention of executive talent; and (v) the internal equity
of compensation levels among executive officers. In addition, in determining
fiscal year 2000 compensation levels, the Compensation Committee and the Stock
Option Committee reviewed recommendations from a compensation consulting firm,
including a survey of cash compensation and stock option awards at similar
companies.
Deductibility of Executive Compensation. In general, under Section 162(m)
of the Internal Revenue Code of 1986, as amended (the "Code"), the Company
cannot deduct, for federal income tax purposes, compensation in excess of
$1,000,000 paid to certain executive officers. This deduction limitation does
not apply, however, to compensation that constitutes "qualified
performance-based compensation" within the meaning of Section 162(m) of the Code
and the regulations promulgated thereunder. The Committees have considered the
limitations on deductions imposed by Section 162(m) of the Code, and it is the
Committees' present intention that, for so long as it is consistent with the
Company's overall compensation objective, substantially all tax deductions
attributable to executive compensation will not be subject to the deduction
limitations of Section 162(m) of the Code.
Elements of Executive Compensation. The Company's compensation policy for
executive officers for the fiscal year ended June 30, 2000 was designed to
achieve the following objectives: (i) to enhance profitability of the Company
and align management's long-term interests with those of the stockholders; (ii)
to reward executives consistent with the Company's annual and long-term
performance goals; (iii) to recognize individual initiative and achievement and
(iv) to provide competitive compensation that will attract and retain qualified
executives. Compensation under the executive compensation program is comprised
of cash compensation in the form of salary and performance-based bonuses,
long-term incentive opportunities in the form of stock options and various
benefits, including medical, savings and insurance plans available to all
employees of the Company.
An executive officer's compensation package includes: (i) base salary,
which is based upon the overall performance of the Company and external market
data, (ii) annual performance-based compensation, which is based upon
achievement of pre-determined financial objectives of the Company and individual
objectives, and (iii) long-term incentive compensation, in the form of stock
options, granted with the objective of aligning executive officers' long-term
interests with those of the stockholders and encouraging the achievement of
superior results over an extended period. In addition, the compensation program
is comprised of various benefits, including medical, savings and insurance
plans, the Company's 1995 Employee Stock Purchase Plan (which terminated during
fiscal year 2000) and the Company's 2000 Employee Stock Purchase Plan, which are
generally available to all employees of the Company.
Base Compensation. Base salaries for executive officers were targeted at
competitive market levels for their respective positions, levels of
responsibility and experience. In setting base cash compensation levels for
executive officers, the Compensation Committee generally took into account such
factors as: (i) the Company's past financial performance and future
expectations; (ii) the general and industry-specific business environment; (iii)
the individual executive officer's base compensation in the prior year; (iv)
periodic
16
<PAGE> 20
published surveys of base compensation at comparable companies; (v) annual
compensation increases at such companies; and (vi) corporate and individual
performance. The Compensation Committee's review of the foregoing factors is
subjective and the Compensation Committee assigns no fixed value or weight to
any specific factors when making its decisions regarding the salary of executive
officers. Information concerning compensation levels at comparable companies
reviewed by the Compensation Committee consisted of published reports and data
provided by an executive compensation consulting firm, concerning total
compensation and the components thereof (salary, annual bonus and long-term
compensation), and year to year compensation increases for officers of
comparatively sized companies and for overall industry practice. For fiscal year
2000, base salaries and variable incentive compensation opportunities for
executive officers of PAREXEL were targeted at levels which would cause total
annual compensation (i.e., salary and bonus) of executive officers to average at
approximately the median of such group.
Performance-Based Compensation. The Company's performance-based
compensation policies are designed to reward executive officers when the Company
meets or exceeds pre-determined goals and are also based on various
non-financial objectives such as ability to recognize and pursue new business
opportunities and initiate programs to enhance the Company's growth and success.
Performance-based cash compensation is generally awarded based on formulas
established by the Compensation Committee at the time salaries are fixed. Bonus
formulas for each executive officer are based on the Company achieving specified
objectives set forth in the Company's annual operating plan, including potential
bonuses under the Company's Management Incentive Plan.
In establishing performance bonus formulas for the Company's executive
officers for fiscal year 2000, the Compensation Committee considered: (i) the
annual base compensation of each individual; (ii) individual performance; (iii)
the actual performance of the Company as compared to projected performance under
the Company's annual operating plan; (iv) the projected future performance of
the Company; (v) the general business environment; and (vi) periodically
published surveys of performance compensation at comparable companies. The
Compensation Committee's review of the foregoing factors was subjective and the
Compensation Committee did not assign a fixed value or weight to any specific
factors when making its decisions regarding potential bonuses of executive
officers.
Executive Officers of the Company are eligible to participate in the
Company's Management Incentive Plan. Each participating executive officer has a
specific target award that is expressed as a percentage of his or her base
salary, ranging from 25% to 50%. The award is calculated based upon the
financial performance of the participant's business unit, total company
performance, or a combination of the two. The plan requires the Company to
achieve at least 80% of its budgeted operating income before bonuses are
payable. For fiscal year 2000, executive officers of the Company were not
entitled to any bonus payments pursuant to the plan due to the fact that the
specified budgeted operating income goal was not satisfied. However, they were
paid a discretionary bonus equal to 12.5% of his or her bonus potential under
that plan as a retention incentive.
Stock Options. Long-term incentive compensation, in the form of stock
options, allows the executive officers to share in any appreciation in the value
of the Company's Common Stock. The Board of Directors believes that stock option
participation aligns executive officers' interests with those of its
stockholders. When establishing stock option grant levels for fiscal year 2000,
the Stock Option Committee considered the existing
17
<PAGE> 21
levels of stock ownership, previous grants of stock options, vesting schedules
of outstanding options, the current stock price and data from an independent
compensation consulting firm, as mentioned above. Stock options granted under
the Company's stock plans generally have an exercise price equal to the fair
market value of the Company's Common Stock on the date of grant. Stock options
granted to executive officers in fiscal year 2000 become exercisable in four
equal annual installments.
In awarding stock options, the Stock Option Committee reviewed: (i) the
overall compensation package of each executive officer; (ii) periodically
published surveys of stock option awards at comparable companies; (iii)
individual performance during the fiscal year in question; (iv) past financial
performance and future expectations; and (v) data from an independent
compensation consulting firm, as mentioned above. For new executive officers,
the Stock Option Committee also considered the general and industry-specific
business environment and the expected contribution of the executive officer to
the Company over the short and long term.
In fiscal year 2000, each executive officer of the Company was awarded
non-qualified stock options. In the aggregate, the executive officers were
granted options to purchase 308,000 shares of Common Stock.
CEO Compensation. Generally, Mr. von Rickenbach, the Company's Chairman of
the Board, President and Chief Executive Officer, may participate in the same
compensation programs that are available to the Company's other executive
officers and his compensation is reviewed annually in accordance with the
policies applicable to other executive officers as described above. Mr. von
Rickenbach's base salary for fiscal year 2000 was $350,000 pursuant to the terms
of his employment agreement, described elsewhere in this Proxy Statement.
As described above, during fiscal year 2000, Mr. von Rickenbach was granted
stock options to purchase 13,334 shares of Common Stock at a price of $11.125
per share, 13,333 shares of Common Stock at a price of $15.00 per share and
13,333 shares of Common Stock at a price of $22.00 per share. The exercise
prices were equal to or above the fair market value of such stock on the date of
grant. All of the options were non-qualified options.
No member of the Compensation Committee or the Stock Option Committee is a
current or former officer or employee of the Company or any of its subsidiaries.
Respectfully submitted by the:
<TABLE>
<S> <C>
Compensation Committee: Stock Option Committee:
A. Dana Callow, Jr. A. Dana Callow, Jr.
Serge Okun Patrick J. Fortune
</TABLE>
18
<PAGE> 22
STOCK PERFORMANCE GRAPH
The Stock Price Performance Graph set forth below compares the cumulative
total stockholder return on the Company's Common Stock from November 22, 1995,
the date of the Company's initial public offering, through June 30, 2000, with
the cumulative total return of the Nasdaq U.S. Stock Index and the Nasdaq Health
Services Index over the same period. The comparison assumes $100 was invested on
November 22, 1995 in the Company's Common Stock, in the Nasdaq U.S. Stock Index
and in the Nasdaq Health Services Index and assumes reinvestment of dividends,
if any.
[SHAREHOLDER RETURN ON COMMON STOCK CHART]
<TABLE>
<S> <C> <C> <C>
PAREXEL International Corporation Nasdaq U.S. Stock Index Nasdaq Health Services Index
November 22, 1995 100.00 100.00 100.00
June 30, 1996 250.65 116.94 125.15
June 30, 1997 329.87 142.22 115.64
June 30, 1998 377.92 187.25 112.66
June 30, 1999 138.32 269.62 107.02
June 30, 2000 99.36 398.29 83.35
</TABLE>
The stock price performance shown on the graph above is not necessarily
indicative of future price performance. Information used in the graph was
obtained from The Nasdaq Stock Market, a source believed to be reliable, but the
Company is not responsible for any errors or omissions in such information.
19
<PAGE> 23
PROPOSAL TO APPROVE
2000 EMPLOYEE STOCK PURCHASE PLAN
The Board has adopted the Company's 2000 Employee Stock Purchase Plan (the
"2000 Plan") and is seeking the approval of the 2000 Plan at the 2000 Annual
Meeting of Stockholders of the Company. A favorable vote of the holders of at
least a majority of the shares of Common Stock of the Company present in person
or represented by proxy at the Meeting is required for approval of the 2000
Plan. The Board recommends that stockholders vote for such approval.
The purpose of the 2000 Plan is to provide employees of the Company and its
subsidiaries with an opportunity to purchase Common Stock of the Company through
accumulated payroll deductions. It is the Company's intention that the 2000 Plan
qualify as an "Employee Stock Purchase Plan" as defined in the Code. The 2000
Plan was adopted to replace the Company's 1995 Employee Stock Purchase Plan,
which terminated during fiscal year 2000. The Company currently plans to keep
the 2000 Plan in place in the event that it is not approved by the Stockholders
as described in this Proxy Statement.
The 2000 Plan permits employees of the Company and its designated
subsidiaries to purchase shares of Common Stock from the Company through a
series of offerings. Generally, each offering may last up to two years.
Offerings under the 2000 Plan commence every six months, so at any given point
in time, the Company may be conducting more than one offering. However,
employees are only eligible to participate in one offering at a time. Each
eligible employee may elect to have amounts withheld from his or her
compensation which will accrue in an account for such employee during the period
of an offering. On each June 1 and December 1 during the two-year offering
period, funds that have accrued in this account will be used to purchase Common
Stock, subject to certain limitations that are described in more detail below,
at a purchase price that is 85% of the fair market value of the Common Stock on
either the initial date of each offering, or on the last trading day prior to
the date of purchase, whichever is less.
The 2000 Plan was adopted by the Board of Directors as of March 9, 2000.
The following is a brief summary of the provisions of the 2000 Plan. This
summary is qualified in all respects by reference to the full text of the 2000
Plan, a copy of which may be obtained from the Clerk of the Company upon
request.
PRINCIPAL FEATURES OF THE 2000 PLAN
Eligibility. Persons eligible to participate in an offering under the 2000
Plan are generally those employees who are employed by the Company or certain of
its subsidiaries at least seven (7) calendar days prior to a given enrollment
date, and do not own capital stock of the Company and/or hold outstanding
options to purchase capital stock of the Company possessing five percent (5%) or
more of the total combined voting power or value of all classes of capital stock
of the Company or of any subsidiary. The Company had approximately 4,200
employees at June 30, 2000.
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<PAGE> 24
Offering Periods. The 2000 Plan consists of consecutive, overlapping
offering periods with a new offering period commencing on the first trading day
on or after June 1 and December 1 of each year. The initial offering under the
2000 Plan commenced on June 1, 2000 and is scheduled to end on May 30, 2002. The
Board may change the period of any offering that has not yet commenced if the
Board announces the change at least five (5) days prior to the commencement of
the offering.
Shares Subject to Purchase. A total of 800,000 shares of Common Stock are
available for sale pursuant to the 2000 Plan. Should any shares fail to be sold
during any offering, such shares may again be available for purchase in
subsequent offerings.
Administration. The 2000 Plan may be administered by the Board or a
committee appointed by the Board. The Board or its committee have full and
exclusive discretionary authority to construe, interpret and apply the terms of
the 2000 Plan, to determine eligibility and to adjudicate all disputed claims
filed under the 2000 Plan. Every finding, decision and determination made by the
Board or its committee is, to the full extent permitted by law, final and
binding upon all parties.
Duration of 2000 Plan. The 2000 Plan shall continue until terminated by
the Board of the Company, provided, however, that except as provided in the 2000
Plan, termination shall not affect options previously granted.
Payroll Deductions. Employees may request that the Company withhold up to
ten percent (10%) of their compensation. An employee may discontinue
participation in an offering under the 2000 Plan or may increase or decrease the
rate of payroll deductions to not more than 10 percent (10%) or less than zero
percent (0%) not more than four (4) times during each offering period. Such rate
change will go into effect on the first full payroll period following the fifth
(5(th)) business day after the Company receives a new "Subscription Agreement"
from the employee authorizing such change.
Grant of Option. On the first day of each offering period, each eligible
employee participating in such offering period will be granted an option to
purchase up to a whole number of shares of Common Stock determined by dividing
$40,000 by the fair market value of a share of Common Stock on that day. The
option shall be exercisable as to 25% of the total number of shares on the last
trading day of each purchase period during the offering period. A purchase
period is the approximately six month period commencing on or after June 1 and
December 1 of each year and terminating approximately six months later, except
that the first purchase period of any offering period shall commence on the
first day of the offering period and shall terminate approximately six months
later. Accordingly, there are generally four purchase periods during each
offering period. The option shall expire on the last day of the offering period.
Exercise of Option. A participant's option for the purchase of shares is
exercised automatically on the last trading day of each purchase period. Upon
exercise, the participant will purchase the maximum number of full shares
subject to the portion of the option which vested on such date based upon the
applicable purchase price and the accumulated payroll deductions in his or her
account. Any money left over in a participant's account after the last trading
day of each offering period will be returned to the participant.
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<PAGE> 25
Purchase Price. The purchase price of the shares of Common Stock to be
sold pursuant to any given offering is equal to the lesser of (i) 85% of the
fair market value of the shares on the first day of the offering period, and
(ii) 85% of the fair market value of the shares on the last trading day of the
purchase period. For so long as the Common Stock is traded on the Nasdaq
National Market System, the fair market value of a share of Common Stock on any
given date shall be the last reported sale price on the trading date prior to
such date.
Automatic Transfer to Low Price Offering Period. If the fair market value
of the Common Stock on the last trading day of a purchase period in an offering
period is lower than the fair market value of the Common Stock on the first day
of such offering period, then all participants in such offering period will be
automatically withdrawn from such offering period immediately after the exercise
of the vested portion of their option and automatically re-enrolled in the
immediately following offering period as of the first day thereof.
Limitation. Notwithstanding anything to the contrary in the 2000 Plan, no
participant shall be eligible to participate in the 2000 Plan to the extent that
his or her rights to purchase stock under all employee stock purchase plans of
the Company or of any one of its subsidiaries accrues at a rate which exceeds
Twenty-Five Thousand Dollars ($25,000.00) worth of stock (based on the fair
market value of the stock on the date of grant of such option) for each calendar
year in which such option is outstanding at any time. Furthermore,
notwithstanding anything to the contrary in the 2000 Plan, a participant may
only participate in one offering period at a time.
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
The following is a summary of the United States federal income tax
consequences that generally will arise with respect to participation in the 2000
Plan and with respect to the sale of Common Stock acquired under the 2000 Plan.
It does not address the tax consequences that may arise with respect to any gift
or disposition other than by sale of Common Stock acquired under the 2000 Plan.
For precise advice as to any specific transaction or set of circumstances,
participants should consult with their own tax advisors. Participants should
also consult with their own tax advisors regarding the application of any state,
local, and foreign taxes and federal gift, estate, and inheritance taxes.
The 2000 Plan is intended to qualify as an "Employee Stock Purchase Plan"
within the meaning of Section 423 of the Code. It is the intention of the
Company to seek shareholder approval of the 2000 Plan prior to the end of the
first offering period. If shareholder approval is not obtained by the end of the
first offering period, the 2000 Plan will not qualify as an "Employee Stock
Purchase Plan" and instead will be treated as a non-statutory stock option plan.
The 2000 Plan is not a qualified plan under Section 401(a) of the Code.
Tax Consequences to Participants. In general, a participant will not
recognize taxable income upon enrolling in the 2000 Plan or upon purchasing
shares of Common Stock under the 2000 Plan. Instead, if a participant sells
Common Stock acquired under the 2000 Plan at a sale price that exceeds the price
at which the participant purchased the Common Stock, then the participant will
recognize taxable income in an
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<PAGE> 26
amount equal to the excess of the sale price of the Common Stock over the price
at which the participant purchased the Common Stock. A portion of that taxable
income will be ordinary income, and a portion may be capital gain.
If the participant sells the Common Stock more than one year after
acquiring it and more than two years after the date on which the offering
commenced (the "Grant Date"), then the participant will be taxed as follows. If
the sale price of the Common Stock is higher than the price at which the
participant purchased the Common Stock, then the participant will recognize
ordinary compensation income in an amount equal to the lesser of:
(i) fifteen percent of the fair market value of the Common Stock on
the Grant Date; and
(ii) the excess of the sale price of the Common Stock over the price
at which the participant purchased the Common Stock.
Any further income will be long-term capital gain. If the sale price of the
Common Stock is less than the price at which the participant purchased the
Common Stock, then the participant will recognize long-term capital loss in an
amount equal to the excess of the price at which the participant purchased the
Common Stock over the sale price of the Common Stock.
If the participant sells the Common Stock within one year after acquiring
it or within two years after the Grant Date (a "Disqualifying Disposition"),
then the participant will recognize ordinary compensation income in an amount
equal to the excess of the fair market value of the Common Stock on the date
that it was purchased over the price at which the participant purchased the
Common Stock. The participant will also recognize capital gain in an amount
equal to the excess of the sale price of the Common Stock over the fair market
value of the Common Stock on the date that it was purchased, or capital loss in
an amount equal to the excess of the fair market value of the Common Stock on
the date that it was purchased over the sale price of the Common Stock. This
capital gain or loss will be a long-term capital gain or loss if the participant
has held the Common Stock for more than one year prior to the date of the sale
and will be a short-term capital gain or loss if the participant has held the
Common Stock for a shorter period.
Tax Consequences if the Company Stockholders Do Not Approve the 2000
Plan. In order for the 2000 Plan to qualify as an "employee stock purchase
plan" under Section 423 of the Code, the stockholders of the Company must
approve the 2000 Plan within 12 months of its adoption by the Board. If the
Company's stockholders approve the 2000 Plan on or before March 9, 2001, the tax
consequences of the 2000 Plan to participants will be as described above.
If the Company stockholders do not approve the 2000 Plan on or before such
date, the 2000 Plan will remain in existence and there will be the following tax
consequences to participants. Options granted under the 2000 Plan will be
treated as non-statutory stock options. A participant generally will recognize
ordinary compensation income upon the exercise of the option in an amount equal
to the excess of the fair market value of the Common Stock acquired through the
exercise of the option (the "NSO Stock") on the exercise date over the purchase
price.
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<PAGE> 27
A participant will have a tax basis for any NSO Stock equal to the purchase
price plus any income recognized upon the exercise of the option. Upon selling
NSO Stock, a participant generally will recognize capital gain or loss in an
amount equal to the difference between the sale price of the NSO Stock and the
participant's tax basis in the NSO Stock. This capital gain or loss will be a
long-term capital gain or loss if the participant has held the NSO Stock for
more than one year prior to the date of the sale and will be a short-term
capital gain or loss if the participant has held the NSO Stock for a shorter
period.
Tax Consequences to the Company. The offering of Common Stock under the
2000 Plan will have no tax consequences to the Company. Moreover, in general,
neither the purchase nor the sale of Common Stock acquired under the 2000 Plan
will have any tax consequences to the Company, provided, however, that the
Company will be entitled to a business-expense deduction with respect to any
ordinary compensation income recognized by a participant, except with respect to
ordinary compensation income recognized by a participant upon the disposition of
Common Stock after the holding period described above. Any such deduction will
be subject to the limitations of Section 162(m) of the Code.
Withholding. The amount that a participant elects to have deducted from
his or her pay for the purchase of Common Stock under the 2000 Plan constitutes
taxable wages and is subject to withholding. Moreover, the Company will have a
withholding obligation with respect to ordinary compensation income recognized
by a participant. The Company will require any affected participant to make
arrangements to satisfy this withholding obligation.
The individuals who may elect to participate in the 2000 Plan and the
number of shares they may acquire are not determinable. The Company had
approximately 4,200 employees at June 30, 2000. An offering period commenced on
June 1, 2000 and each Named Executive Officer (other than Messrs. Eagle and
Sobo) participating in the 2000 Plan received an option to purchase up to 4,444
shares of Common Stock. This option is exercisable in increments of up to 1,111
shares on each of November 30, 2000, May 31, 2001, November 30, 2001 and May 31,
2002 at a per share exercise price equal to the lower of $7.65 and 85% of the
fair market value of the Common Stock on the date the option can be exercised
(subject to termination of the offering period as described above).
THE BOARD OF DIRECTORS RECOMMENDS A VOTE APPROVING THE 2000 PLAN.
RATIFICATION OF SELECTION OF AUDITORS
The Board has selected the firm of PricewaterhouseCoopers LLP, independent
certified accountants, to serve as auditors for the year ending June 30, 2001.
PricewaterhouseCoopers LLP has served as the Company's auditors since 1992. The
Board recommends a vote FOR ratification of this selection.
It is expected that a member of the firm of PricewaterhouseCoopers LLP will
be present at the Meeting, will have an opportunity to make a statement if so
desired and will be available to respond to appropriate questions from the
Company's stockholders.
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<PAGE> 28
The ratification of this selection is not required under the laws of the
Commonwealth of Massachusetts, where the Company is incorporated, but the
results of this vote will be considered by the Board in selecting auditors for
future fiscal years.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE RATIFYING PRICEWATERHOUSECOOPERS
LLP.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has adopted a policy whereby all transactions between the
Company and its officers, Directors and affiliates will be on terms no less
favorable to the Company than could be obtained from unrelated third parties and
will be approved by a majority of the disinterested members of the Company's
Board of Directors.
OTHER MATTERS
The Board does not intend to bring any matters before the Meeting other
than those specifically set forth in the Notice of Annual Meeting and it knows
of no matters to be brought before the meeting by others. If any other matters
properly come before the Meeting, it is the intention of the persons named in
the accompanying proxies to vote such proxies in accordance with the judgment of
the Board.
SECTION 16(a) BENEFICIAL
OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Commission. Officers, directors and
greater-than-ten percent stockholders are required by Commission regulation to
furnish the Company with copies of all Section 16 forms they file.
Based on the information provided to it, the Company believes that during
the fiscal year ended June 30, 2000 all of its officers, Directors and
greater-than-ten-percent stockholders complied with all Section 16(a) filing
requirements, with the exceptions that a Form 3 for each of Andrew J. Morffew,
Ulf I. Schneider and Andrew L. Smith was deemed to be filed late.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended for inclusion in the Proxy Statement and
form of proxy to be furnished to all stockholders entitled to vote at the
Company's 2001 Annual Meeting of Stockholders must be received at the Company's
principal executive offices not later than June 1, 2001.
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<PAGE> 29
In addition, the By-Laws of the Company require that a stockholder seeking
to have any business conducted at a meeting of stockholders give notice to the
Company not less than 60 and not more than 90 days prior to the scheduled
meeting. However, if the meeting is either a special meeting in lieu of an
annual meeting of stockholders to be held prior to the date specified in the
by-laws or is a special meeting and less than 70 days' notice is given of the
date of the meeting, a stockholder will have ten days from the earlier of (a)
the date on which notice of such meeting was mailed or (b) the date that public
disclosure was made of such meeting date in 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. If a stockholder fails to
provide timely notice of a proposal to be presented at the 2001 Annual Meeting
of Stockholders, the proxies designated by the Board will have discretionary
authority to vote on any such proposal.
In order to curtail any controversy as to the date on which a proposal was
received by the Company, it is suggested that proponents submit their proposals
by certified mail return receipt requested. Such stockholder proposals should be
submitted to PAREXEL International Corporation, 195 West Street, Waltham,
Massachusetts 02451, Attention: Clerk.
EXPENSES AND SOLICITATION
The cost of solicitation of proxies will be borne by the Company, and in
addition to soliciting stockholders by mail through its regular employees, the
Company may request banks, brokers and other custodians, nominees and
fiduciaries to solicit their customers who have Common Stock registered in the
names of a nominee and, if so, will reimburse such banks, brokers and other
custodians, nominees and fiduciaries for their reasonable out-of-pocket costs.
Solicitation by the Company's officers and employees may also be made of some
stockholders in person or by mail, telephone or telegraph following the original
solicitation. The Company may retain a proxy solicitation firm to assist in the
solicitation of proxies. The Company will bear all reasonable solicitation fees
and expenses if such a proxy solicitation firm is retained.
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<PAGE> 30
1493-PS-00
<PAGE> 31
DETACH HERE
PROXY
PAREXEL INTERNATIONAL CORPORATION
PROXY FOR 2000 ANNUAL MEETING OF STOCKHOLDERS - NOVEMBER 16, 2000
SOLICITED BY THE BOARD OF DIRECTORS
The undersigned Stockholder of PAREXEL International Corporation, a
Massachusetts corporation, revoking all prior proxies, hereby appoints Josef H.
von Rickenbach and Mark T. Beaudouin and each of them, proxies, with full power
of substitution, to vote all shares of Common Stock of PAREXEL International
Corporation which the undersigned is entitled to vote at the 2000 Annual Meeting
of Stockholders of the Company to be held at the Museum of Our National
Heritage, 33 Marrett Road, Lexington, Massachusetts on November 16, 2000 at
10:00 a.m., local time, and at any adjournments thereof, upon matters set forth
in the Notice of Annual Meeting of Stockholders and Proxy Statement dated
September 29, 2000, a copy of which has been received by the undersigned, and in
their discretion upon any other business that may properly come before the
meeting or any adjournments thereof. Attendance of the undersigned at the
meeting or at any adjourned session thereof will not be deemed to revoke this
proxy unless the undersigned shall affirmatively indicate thereat the intention
of the undersigned to vote said shares in person.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN, WILL BE VOTED FOR THE ELECTION OF DIRECTORS AND FOR THE
PROPOSAL IN ITEMS 2 AND 3.
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
<PAGE> 32
DETACH HERE
[X] Please mark votes as in this example.
1. To elect two (2) Class II Directors to serve for three year terms.
<TABLE>
<S> <C> <C> <C> <C> <C>
NOMINEE:
(01) Serge Okun
FOR WITHHELD FOR AGAINST ABSTAIN
[ ] [ ] 2. To approve the PAREXEL [ ] [ ] [ ]
International Corporation 2000
Employee Stock Purchase Plan.
NOMINEE:
(02) A. Joseph Eagle
FOR WITHHELD FOR AGAINST ABSTAIN
[ ] [ ] 3. To ratify the selection of [ ] [ ] [ ]
PricewaterhouseCoopers LLP
as auditors for the fiscal year
ending June 30, 2001.
</TABLE>
MARK HERE [ ]
FOR ADDRESS
CHANGE AND
NOTE AT LEFT
THIS PROXY SHOULD BE DATED AND SIGNED
BY THE STOCKHOLDER(S) EXACTLY AS HIS OR
HER NAME APPEARS HEREON AND RETURNED
PROMPTLY IN THE ENCLOSED ENVELOPE.
PERSONS SIGNING IN A FIDUCIARY CAPACITY
SHALL SO INDICATE. IF SHARES ARE HELD
BY JOINT TENANTS OR AS COMMUNITY
PROPERTY, BOTH SHOULD SIGN.
Signature:________________ Date:_______ Signature:________________ Date:_______
