UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2002
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number 0-27058
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, MASSACHUSETTS 02451
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (781) 487-9900
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Common Stock, $.01 par value per share
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [_].
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
State the aggregate market value of the voting stock held by nonaffiliates of
the registrant:
The aggregate market value of Common Stock held by nonaffiliates was
$163,596,275 as of August 22, 2002.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date:
As of September 20, 2002, there were 25,175,358 shares of the registrant's
Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Specified portions of the Registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held on November 21, 2002 are incorporated by reference into
Part III of this report.
EXPLANATORY NOTE
This Amendment No. 1 to Form 10-K is being filed for the purpose of correcting
the working capital figure for fiscal year 2001 in Item 6, "Selected Financial
Data", included in the Annual Report on Form 10-K for the registrant's fiscal
year ended June 30, 2002, originally filed on September 26, 2002 (the "Original
Filing").
Accordingly, the registrant hereby amends the Original Filing by amending and
restating Item 6, "Selected Financial Data," in its entirety as follows:
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ITEM 6. SELECTED FINANCIAL DATA
(in thousands, except per share data and number of employees)
2002 2001 2000 1999 1998
---- ---- ---- ---- ----
Restated
OPERATIONS
----------
Service revenue $444,318 $387,560 $378,150 $348,486 $285,442
Income (loss) from operations 20,493 (6,860)(1) 2,983(2) 20,564(3) 13,301(4)
Net income (loss) 13,235 (825) 4,388 15,622 9,319
Basic earnings (loss) per share $0.53 $(0.03) $0.18 $0.63 $0.39
Diluted earnings (loss) per share $0.52 $(0.03) $0.17 $0.62 $0.38
FINANCIAL POSITION
------------------
Cash, cash equivalents and marketable securities $ 66,109 $ 60,949 $ 90,530 $ 89,957 $ 76,634
Working capital 138,020 123,488 123,680 132,757 118,937
Total assets 407,161 361,534 351,940 333,565 261,758
Long-term debt 432 12 104 79 36
Stockholders' equity $200,077 $177,822 $186,133 $192,032 $168,380
OTHER DATA
----------
Purchase of property and equipment $ 23,808 $ 18,145 $ 19,089 $ 18,910 $ 27,736
Depreciation and amortization $ 17,893 $ 21,453 $ 21,934 $ 17,932 $ 15,114(5)
Number of employees 4,930 4,640 4,200 4,198 3,705
Weighted average shares used in computing:
Basic earnings (loss) per share 24,928 24,637 24,981 24,848 23,939
Diluted earnings (loss) per share 25,582 24,637 25,140 25,128 24,825
(1) Loss from operations for the year ended June 30, 2001, include a
restructuring benefit of $0.7 million. This consisted of a $1.5 million
reduction in previously accrued restructuring charges due to changes in
estimates related to the third quarter 2000 restructuring, offset by
$0.8 million for exiting a business location in the U.S. Also in the year ended
June 30, 2001, the Company recorded restructuring charges of $7.2 million. These
charges included $3.1 million of employee severance and related costs for
eliminating approximately 125 managerial and staff positions worldwide (44% in
the U.S. and 56% in Europe), $3.9 million related to consolidation and
abandonment of certain facilities (40% in the U.S. and 60% in Europe), and
approximately $0.2 million primarily related to miscellaneous costs associated
with the Company's fourth quarter restructuring plan. Additionally, the Company
recorded $1.0 in accelerated depreciation expense due to changes in the
estimated useful lives of leasehold improvements in abandoned leased facilities,
$0.9 million of one-time asset write-offs, as well as $0.6 million in expenses
associated with discontinued services.
(2) Income from operations for the year ended June 30, 2000 includes
$13.1 million related to restructuring and other charges recorded in the third
quarter, consisting primarily of severance and lease termination costs and
$1.0 million related to accelerated depreciation expense due to changes in the
estimated useful lives of leasehold improvements on abandoned leased facilities.
(3) Income from operations for the year ended June 30, 1999 includes
$4.7 million in nonrecurring charges including $1.9 million in costs related to
the terminated merger agreement with Covance Inc. and $2.8 million in leasehold
abandonment charges resulting primarily from the consolidation of certain
facilities in North America and Europe.
(4) Income from operations for the year ended June 30, 1998 includes
$13.6 million of nonrecurring charges, including $10.3 million pertaining to
acquisitions.
(5) Depreciation and amortization for the year ended June 30, 1998 includes a
non-cash charge of $1.7 million to reflect a change in estimate in the remaining
useful lives of certain computer equipment as a result of integration activities
of acquired companies and the Company's program to upgrade and standardize its
information technology platform.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this amendment to its Annual Report
on Form 10-K for the fiscal year ended June 30, 2002, to be signed on its behalf
by the undersigned, thereunto duly authorized.
PAREXEL INTERNATIONAL CORPORATION
By: /s/ Josef H. von Rickenbach Dated: September 27, 2002
-------------------------------------------------
Josef H. von Rickenbach
Chairman of the Board and Chief Executive Officer
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CERTIFICATIONS
I, Josef H. von Rickenbach, certify that:
1. I have reviewed this annual report on Form 10-K/A of PAREXEL
International Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report.
Date: September 27, 2002
/s/ Josef H. von Rickenbach
-------------------------------------------------
Josef H. von Rickenbach
Chairman of the Board and Chief Executive Officer
(principal executive officer)
I, James F. Winschel, Jr., certify that:
1. I have reviewed this annual report on Form 10-K/A of PAREXEL
International Corporation;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this annual report.
Date: September 27, 2002
/s/ James F. Winschel, Jr.
------------------------------------------------
James F. Winschel, Jr.
Senior Vice President and Chief Financial Officer
(principal financial officer)
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CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLYE ACT OF 2002
In connection with the Form 10-K/A of PAREXEL International Corporation
(the "Company") for the period ended June 30, 2002 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), the undersigned,
Josef H. von Rickenbach, Chief Executive Officer of the Company, hereby
certifies, pursuant to 18 U.S.C. Section 1350, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Dated: September 27, 2002 /s/ Josef H. von Rickenbach
---------------------------
Josef H. von Rickenbach
Chief Executive Officer
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLYE ACT OF 2002
In connection with the Annual Report on Form 10-K/A of PAREXEL
International Corporation (the "Company") for the period ended June 30, 2002 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), the undersigned, James F. Winschel, Jr., Chief Financial Officer of
the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
Dated: September 27, 2002 /s/ James F. Winschel, Jr.
--------------------------
James F. Winschel, Jr.
Chief Financial Officer
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