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As filed with the Securities and Exchange Commission on May 16, 2000
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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 Number)
195 West Street, Waltham, MA 02451
(Address of Principal Executive Offices) (Zip Code)
PAREXEL INTERNATIONAL CORPORATION
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
JOSEF H. VON RICKENBACH
CHIEF EXECUTIVE OFFICER AND CHAIRMAN
PAREXEL INTERNATIONAL CORPORATION
195 WEST STREET
WALTHAM, MASSACHUSETTS 02451
(Name and Address of Agent for Service)
(781) 487-9900
(Telephone Number, Including Area Code, of Agent for Service)
with a copy to:
MARK T. BEAUDOUIN, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
PAREXEL INTERNATIONAL CORPORATION
195 WEST STREET
WALTHAM, MASSACHUSETTS 02451
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
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Common Stock,
$.01 par value 800,000 shares $8.735(1) $6,988,000(1) $1,845
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(1) Estimated solely for the purpose of calculating the registration fee,
and based upon the average of the high and low prices of the Common
Stock on the Nasdaq National Market on May 11, 2000, in accordance with
Rules 457(c) and 457(h) of the Securities Act of 1933, as amended.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or
given to participants in the Registrant's 2000 Employee Stock Purchase Plan
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this Registration Statement by reference:
(1) The Registrant's latest annual report filed pursuant
to Section 13(a) or 15(d) of the Exchange Act, or the latest prospectus filed
pursuant to Rule 424(b) under the Securities Act that contains audited financial
statements for the Registrant's latest fiscal year for which such statements
have been filed.
(2) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
document referred to in (1) above.
(3) The description of the common stock of the
Registrant, $.01 par value per share (the "Common Stock"), contained in a
registration statement filed under the Exchange Act, including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all shares of Common Stock offered hereby have
been sold or which deregisters all shares of Common Stock then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of the filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
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Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the Common Stock being offered hereby will be passed
upon for the Registrant by Hale and Dorr LLP, Boston, Massachusetts. A senior
partner of Hale and Dorr LLP beneficially owns approximately 5,000 shares of the
Registrant's Common Stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 6 of the Company's Restated Articles of Organization provides
that the Registrant shall indemnify each person who is or was a director or
officer of the Registrant, and each person who is or was serving or has agreed
to serve at the request of the Registrant as a director or officer of, or in a
similar capacity with, another organization against all liabilities, costs and
expenses reasonably incurred by any such persons in connection with the defense
or disposition of or otherwise in connection with or resulting from any action,
suit or other proceeding in which they may be involved by reason of being or
having been such a director or officer or by reason of any action taken or not
taken in such capacity, except with respect to any matter as to which such
person shall have been finally adjudicated by a court of competent jurisdiction
not to have acted in good faith in the reasonable belief that his or her action
was in the best interests of the Registrant. Section 67 of Chapter 156B of the
Massachusetts Business Corporation Law authorizes a corporation to indemnify its
directors, officers, employees and other agents unless such person shall have
been adjudicated in any proceeding not to have acted in good faith in the
reasonable belief that such action was in the best interests of the corporation.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
Item 9. UNDERTAKINGS
(a) The Registrant hereby undertakes:
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(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of this
Registration Statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change
in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high end of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement;
provided, however, that paragraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
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(b) The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the
provisions referred to in Item 6 hereof, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Waltham,
Massachusetts on May 12, 2000.
PAREXEL INTERNATIONAL CORPORATION
By: /s/ Josef H. von Rickenbach
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Josef H. von Rickenbach
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 Mark T. Beaudouin, and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement on
Form S-8 filed herewith and any and all subsequent amendments to said
Registration Statement, and generally to do all such things in our names and
behalf in our capacities as officers and directors to enable PAREXEL
International Corporation to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.
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PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Josef H. von Rickenbach Chief Executive Officer May 12, 2000
- --------------------------- (principal executive officer)
Josef H. von Rickenbach and Director
/s/ William T. Sobo Senior Vice President, Chief May 12, 2000
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William T. Sobo and Clerk (principal financial
and accounting officer)
Director
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A. Dana Callow, Jr.
/s/ Patrick J. Fortune Director May 12, 2000
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Patrick J. Fortune
/s/ Werner M. Herrmann Director May 12, 2000
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Werner M. Herrmann
Director
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Serge Okun
/s/ A. Joseph Eagle Director May 12, 2000
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A. Joseph Eagle
7
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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4.1 Amended and Restated Articles of Incorporation of the Registrant
(filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form
10-Q for the Quarter Ended December 31, 1996 and incorporated herein
by this reference).
4.2 Amended and Restated By-Laws of the Registrant (filed as Exhibit 3.2
to the Registrant's Registration Statement on Form S-1 (File No.
333-1188) and incorporated herein by this reference).
4.3 Specimen certificate representing the Common Stock of the Registrant
(filed as Exhibit 3.1 to the Registrant's Quarterly Report on Form
10-Q for the Quarter Ended December 31, 1996 and incorporated herein
by this reference).
5.1 Opinion of Hale and Dorr LLP.
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5).
23.2 Consent of PriceWaterhouseCoopers LLP.
24.1 Power of Attorney (included in the signature pages of this
Registration Statement).
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EXHIBIT 5.1
HALE AND DORR LLP
Counsellors At Law
60 State Street, Boston, Massachusetts 02451
617-526-6000 * FAX 617-526-5000
May 16, 2000
PAREXEL International Corporation
195 West Street
Waltham, MA 02451
Re: 2000 Employee Stock Purchase Plan
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Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
relating to an aggregate of 800,000 shares of Common Stock, $.01 par value per
share (the "Shares"), of PAREXEL International Corporation, a Massachusetts
corporation (the "Company"), issuable under the Company's 2000 Employee Stock
Purchase Plan (the "Plan").
We have examined the Articles of Organization and By-Laws of the Company, each
as amended and restated to date and originals, or copies certified to our
satisfaction, of all pertinent records of the meetings of the directors and
stockholders of the Company, the Registration Statement and such other documents
relating to the Company as we have deemed material for the purposes of this
opinion.
In our examination of the foregoing documents, we have assumed the genuineness
of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and sale
of the Shares in accordance with the Plan, to register and qualify the Shares
for sale under all applicable state securities or "blue sky" laws.
We express no opinion herein as to the laws of any state or jurisdiction other
than the state laws of the Commonwealth of Massachusetts and the federal laws of
the United States of America.
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Based upon and subject to the foregoing, we are of the opinion that the Shares
have been duly authorized for issuance and, when the Shares are issued and paid
for in accordance with the terms and conditions of the Plan, the Shares will be
validly issued, fully paid and nonassessable.
It is understood that this opinion is to be used only in connection with the
offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
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EXHIBIT 23.2
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 17, 1999 relating to the
financial statements, which appears in the 1999 Annual Report to Shareholders,
which is incorporated by reference in PAREXEL International Corporation's Annual
Report on Form 10-K for the year ended June 30, 1999. We also consent to the
application of our report dated August 17, 1999 to the financial statement
schedule for the three years ended June 30, 1999 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.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
May 9, 2000
