<PAGE> 1
As filed with the Securities and Exchange Commission on June 28, 2000
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
PAREXEL International Corporation
(Exact name of registrant as specified in its charter)
Massachusetts 04-2776269
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
195 West Street, Waltham, MA 02451
(Address of principal executive offices) (Zip Code)
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PAREXEL INTERNATIONAL CORPORATION
1995 Stock 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)
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Copies to:
Mark T. Beaudouin, Esq.
Vice President and General Counsel
PAREXEL International Corporation
195 West Street
Waltham, Massachusetts 02451
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Calculation Of Registration Fee
<TABLE>
<CAPTION>
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Title of Securities Amount to be Proposed maximum Proposed Maximum Amount of
to be registered registered offering price per Aggregate offering registration fee
share price
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 800,000 shares $9.125 $7,300,000 $1,928
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</TABLE>
(1) The price of $9.125 per share, which is the average of the high and low
price per share of the Common Stock as reported on the Nasdaq National
Market on June 26, 2000, is set forth solely for purposes of calculating
the filing fee pursuant to Rules 457(c) and 457(h).
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<PAGE> 2
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement registers additional securities of the same
class as other securities for which the Registration Statement No. 33-80301 on
Form S-8, as filed with the Securities and Exchange Commission on December 12,
1995, relating to the PAREXEL International Corporation Second Amended and
Restated 1995 Stock Plan, is effective. Pursuant to General Instruction E, the
contents of the above-listed Registration Statement are hereby incorporated by
reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Waltham, Commonwealth of Massachusetts on June 27,
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,
James F. Winschel and Mark T. Beaudouin and each of them singly, as true and
lawful attorneys, with full power to them and each of them singly, to sign for
us in our names in the capacities indicated below, any and all pre-effective and
post-effective amendments to this Registration Statement on Form S-8, and
generally to do all things in our names and on our behalf in such capacities to
enable PAREXEL International Corporation to comply with the provisions of the
Securities Act of 1933, as amended, and all requirements of the Securities and
Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE(S) DATE
--------- -------- ----
/s/ Josef H. von Rickenbach Chief Executive Officer June 27, 2000
--------------------------- and Chairman
Josef H. von Rickenbach (principal executive officer)
/s/ James F. Winschel Senior Vice President and June 27, 2000
--------------------------- Chief Financial Officer
James F. Winschel (principal financial and
accounting officer)
/s/ A. Dana Callow, Jr. Director June 27, 2000
---------------------------
A. Dana Callow, Jr.
/s/ A. Joseph Eagle Director June 27, 2000
---------------------------
A. Joseph Eagle
/s/ Patrick J. Fortune Director June 27, 2000
---------------------------
Patrick J. Fortune
/s/ Werner M. Herrmann Director June 27, 2000
---------------------------
Werner M. Herrmann
/s/ William T. Sobo Director June 27, 2000
---------------------------
William T. Sobo
/s/ Serge Okun Director June 27, 2000
---------------------------
Serge Okun
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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Exhibit 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).
Exhibit 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).
Exhibit 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).
Exhibit 5.1 Opinion of Hale and Dorr, LLP.
Exhibit 23.1 Consent of PricewaterhouseCoopers LLP.
Exhibit 23.2 Consent of Hale and Dorr, LLP (included in Exhibit 5.1).
Exhibit 24.1 Power of Attorney (included as part of the signature page to
this Registration Statement).
