As filed with the Securities and Exchange Commission on May 2, 2003.
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
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(Exact name of registrant as specified in its charter)
Massachusetts 04-2776269
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
195 West Street, Waltham, MA 02451
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(Address of Principal Executive Offices) (Zip Code)
PAREXEL International Corporation
2000 Employee Stock Purchase Plan
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(Full Title of the Plan)
Josef H. von Rickenbach
Chairman and Chief Executive Officer
PAREXEL International Corporation
195 West Street
Waltham, Massachusetts 02451
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(Name and Address of Agent for Service)
(781) 487-9900
(Telephone Number, Including Area Code, of Agent for Service)
with a copy to:
W. Brett Davis, Esq.
Assistant 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 Per Offering Registration
Registered Registered(1) Share Price Fee
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Common Stock, $.01 par value
(and associated Series A
Junior Participating
Preferred Stock purchase
rights) 1,000,000 shares $12.65 (2) $12,650,000 (2) $1,023.39
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this registration statement also covers additional securities that may be
offered or issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions.
(2) 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 April 29, 2003, in accordance with Rules
457(c) and 457(h) of the Securities Act of 1933, as amended.
EXPLANATORY NOTE
At the 2002 Annual Meeting of Stockholders of PAREXEL International
Corporation, a Massachusetts corporation (the "Registrant"), the stockholders of
the Registrant approved an amendment to the Registrant's 2000 Employee Stock
Purchase Plan (the "Plan"), increasing the aggregate number of shares of the
Registrant's Common Stock, $.01 par value per share, issuable under the Plan by
1,000,000 shares. This Registration Statement on Form S-8 is being filed for the
purpose of registering such additional 1,000,000 shares of Common Stock of the
Registrant under the Plan. The shares registered hereunder are in addition to
shares previously registered by the Registrant for issuance under the Plan.
STATEMENT OF INCORPORATION BY REFERENCE
.. Pursuant to General Instruction E to Form S-8, the contents of Registration
Statement No. 333-37138 on Form S-8, as filed with the Securities and Exchange
Commission on May 16, 2000 with respect to securities offered pursuant to the
Plan are hereby incorporated by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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, state of Massachusetts on this 2nd day of
May 2003.
PAREXEL INTERNATIONAL CORPORATION
By: /s/ Josef H. von Rickenbach
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Josef H. von Rickenbach
Chairman and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and Directors of PAREXEL International
Corporation hereby severally constitute and appoint Josef H. von Rickenbach and
James F. Winschel, Jr., 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.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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Chairman and Chief Executive Officer
/s/ Josef H. von Rickenbach and Director (principal executive officer) May 2, 2003
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Josef H. von Rickenbach
Senior Vice President and Chief
/s/ James F. Winschel, Jr. Financial Officer (principal financial May 2, 2003
- --------------------------- and accounting officer)
James F. Winschel, Jr.
/s/ A. Dana Callow, Jr. Director May 2, 2003
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A. Dana Callow, Jr.
/s/ A. Joseph Eagle Director May 2, 2003
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A. Joseph Eagle
/s/ Patrick J. Fortune Director May 2, 2003
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Patrick J. Fortune
/s/ Richard L. Love Director May 2, 2003
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Richard L. Love
/s/ Serge Okun Director May 2, 2003
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Serge Okun
/s/ William U. Parfet Director May 2 , 2003
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William U. Parfet
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
4.1 Amended and Restated Articles of Incorporation of the
Registrant, as amended.
4.2 Amended and Restated By-Laws of the Registrant, as
amended.
4.3 Specimen certificate representing the Common Stock of
the Registrant (filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form S-1 (File
No. 33-97406) and incorporated herein by this
reference).
4.4 Rights Agreement dated March 27, 2003 between the
Registrant and Equiserve Trust Company, N.A., as
Rights Agent, which includes as Exhibit A the Form of
Certificate of Vote of Series A Junior Participating
Preferred Stock, as Exhibit B the Form of Rights
Certificate and as Exhibit C the Summary of Rights to
Purchase Common Stock (filed as Exhibit 4.1 to the
Registrant's Current Report on Form 8-K filed with
the SEC on March 27, 2003 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 Ernst & Young LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
24.1 Power of Attorney (included in the signature pages of
this Registration Statement).