EXHIBIT 4.1
FEDERAL IDENTIFICATION
NO. 04-2776269
THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
ONE ASHBURTON PLACE, BOSTON, MASS. 02108
RESTATED ARTICLES OF ORGANIZATION
GENERAL LAWS, CHAPTER 156B, SECTION 74
THIS CERTIFICATE MUST BE SUBMITTED TO THE SECRETARY OF THE COMMONWEALTH
WITHIN SIXTY DAYS AFTER THE DATE OF THE VOTE OF STOCKHOLDERS ADOPTING THE
RESTATED ARTICLES OF ORGANIZATION. THE FEE FOR FILING THIS CERTIFICATE IS
PRESCRIBED BY GENERAL LAWS, CHAPTER 156B, SECTION 114. MAKE CHECK PAYABLE TO THE
COMMONWEALTH OF MASSACHUSETTS.
---------------------
We, Josef H. von Rickenbach, President and William T. Sobo, Jr., Clerk
of
PAREXEL International Corporation
(Exact name of corporation)
located at 195 West Street, Waltham, Massachusetts 02154
(Street address of corporation in Massachusetts
DO HEREBY CERTIFY THAT THE FOLLOWING RESTATEMENT OF THE ARTICLES OF ORGANIZATION
OF THE CORPORATION WAS DULY ADOPTED AT A MEETING HELD ON NOVEMBER 3, 1995, BY
VOTE OF SEE ATTACHMENT 1
______________SHARES OF_____________________OUT OF___________SHARES OUTSTANDING,
(CLASS OF STOCK)
______________SHARES OF_____________________OUT OF___________SHARES OUTSTANDING,
(CLASS OF STOCK)
______________SHARES OF_____________________OUT OF___________SHARES OUTSTANDING,
(CLASS OF STOCK)
BEING AT LEAST TWO-THIRDS OF EACH CLASS OF STOCK OUTSTANDING AND ENTITLED TO
VOTE AND OF EACH CLASS OR SERIES OF STOCK ADVERSELY AFFECTED THEREBY: -
1. THE NAME BY WHICH THE CORPORATION SHALL BE KNOWN IS: -
PAREXEL International Corporation
NOTE: IF THE SPACE PROVIDED UNDER ANY ARTICLE OR ITEM ON THIS FORM IS
INSUFFICIENT, ADDITIONS SHALL BE SET FORTH ON SEPARATE 8 1/2 X 11 SHEETS OF
PAPER LEAVING A LEFT HAND MARGIN OF AT LEAST 1 INCH FOR BINDING. ADDITIONS TO
MORE THAN ONE ARTICLE MAY BE CONTINUED ON A SINGLE SHEET SO LONG AS EACH ARTICLE
REQUIRING EACH SUCH ADDITION IS CLEARLY INDICATED.
2. THE PURPOSES FOR WHICH THE CORPORATION IS FORMED ARE AS
FOLLOWS: -
To provide clinical research and development services to the
worldwide pharmaceutical, biotechnology and medical device
industries, and to do any and all acts and things permitted to
be done by business corporations under the provisions of
Chapter 156B, as amended, of the General Laws of
Massachusetts.
3. THE TOTAL NUMBER OF SHARES AND THE PAR VALUE, IF ANY, OF EACH
CLASS OF STOCK WHICH THE CORPORATION IS AUTHORIZED TO ISSUE IS
AS FOLLOWS:
WITHOUT PAR VALUE WITH PAR VALUE
CLASS OF ----------------- --------------
STOCK NUMBER OF SHARES NUMBER OF SHARES PAR VALUE
- ---------- ---------------- -------------------------------------
PREFERRED None 5,000,000 $.01
COMMON None 25,000,000 $.01
*4. IF MORE THAN ONE CLASS IS AUTHORIZED, A DESCRIPTION OF EACH OF
THE DIFFERENT CLASSES OF STOCK WITH, IF ANY, THE PREFERENCES,
VOTING POWERS, QUALIFICATIONS, SPECIAL OR RELATIVE RIGHTS OR
PRIVILEGES AS TO EACH CLASS THEREOF AND ANY SERIES NOW
ESTABLISHED:
See continuation sheet 4
*5. THE RESTRICTIONS, IF ANY, IMPOSED BY THE ARTICLES OF
ORGANIZATION UPON THE TRANSFER OF SHARES OF STOCK OF ANY CLASS
ARE AS FOLLOWS:
None
*6. OTHER LAWFUL PROVISIONS, IF ANY, FOR THE CONDUCT AND
REGULATION OF THE BUSINESS AND AFFAIRS OF THE CORPORATION, FOR
ITS VOLUNTARY DISSOLUTION, OR FOR LIMITING, DEFINING, OR
REGULATING THE POWERS OF THE CORPORATION, OR OF ITS DIRECTORS
OR STOCKHOLDERS, OR OF ANY CLASS OF STOCKHOLDERS:
See continuation sheet 6.
- ------------------------------
* IF THERE ARE NO SUCH PROVISIONS, STATE "NONE".
ATTACHMENT 1
PAREXEL INTERNATIONAL CORPORATION
SHAREHOLDER VOTES
4,887,980 SHARES OF CAPITAL STOCK OUT OF 4,939,507 SHARES OUTSTANDING
818,888 SHARES OF COMMON STOCK OUT OF 843,658 SHARES OUTSTANDING
4,069,092 SHARES OF PREFERRED STOCK OUT OF 4,095,849 SHARES OUTSTANDING
CONTINUATION SHEET 4
4. A description of the voting, dividend, liquidation and conversion
rights of the different classes of the corporation's stock is set forth below.
The shares of Common Stock, $.01 par value per share, authorized under
these Restated Articles of Organization shall be designated the "Common Stock".
The shares of Preferred Stock authorized under these Restated Articles of
Organization shall be designated the "Preferred Stock".
A. Issuance of Preferred Stock in Series.
The Preferred Stock may be issued in one or more series at such time or
times and for such consideration or considerations as the Board of Directors may
determine. Each series shall be so designated as to distinguish the shares
thereof from the shares of all other series and classes. Except as to the
relative preferences, powers, qualifications, rights and privileges referred to
in paragraph B below, in respect of any or all of which there may be variations
between different series, all shares of Preferred Stock shall be identical.
Different series of Preferred Stock shall not be construed to constitute
different classes of shares for the purpose of voting by classes.
B. Authority to Establish Variations Between Series of Preferred
Stock.
The Board of Directors is expressly authorized, subject to the
limitations prescribed by law and the provisions of these Restated Articles of
Organization, to provide by adopting a vote or votes, a certificate, of which
shall be filed in accordance with the Business Corporation Law of the
Commonwealth of Massachusetts, for the issue of the Preferred Stock in one or
more series, each with such designations, preferences, voting powers,
qualifications, special or relative rights and privileges as shall be stated in
the vote or votes creating such series. The authority of the Board of Directors
with respect to each such series shall include without limitation of the
foregoing the right to determine and fix:
(1) the distinctive designation of such series and the number of
shares to constitute such series;
(2) the rate at which dividends on the shares of such series shall
be declared and paid, or set aside for payment, whether dividends at the rate so
determined shall be cumulative, and whether the shares of such series shall be
entitled to any participating or other dividends in addition to dividends is at
the rate so determined, and if so on what terms;
(3) the right, if any, of the corporation to redeem shares of the
particular series and, if redeemable, the price, terms and manner of such
redemption;
(4) the special and relative rights and preferences, if any, and
the amount or amounts per share, which the shares of such series shall be
entitled to receive upon any voluntary or involuntary liquidation, dissolution
or winding up of the corporation;
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(5) the terms and conditions, if any, upon which shares of such
series shall be convertible into, or exchangeable for, shares of stock of any
other class or classes, including the price or prices or the rate or rates of
conversion or exchange and the terms of adjustment, if any;
(6) the obligation, if any, of the corporation to retire or
purchase shares of such series pursuant to a sinking fund or fund of a similar
nature or otherwise, and the terms and conditions of such obligation;
(7) voting rights, if any;
(8) limitations, if any, on the issuance of additional shares of
such series or any shares of any other series of Preferred Stock; and
(9) such other preferences, powers, qualifications, special or
relative rights and privileges thereof as the Board of Directors may deem
advisable and are not inconsistent with law and the provisions of these
Articles.
C. Statement of Voting Powers, Qualifications, Special or
Relative Rights and Privileges in Respect of Shares of Common Stock.
After the requirements with respect to preferential dividends on the
Preferred Stock (fixed in accordance with the provisions of paragraph B above)
shall have been met and after the corporation shall have complied with ail the
requirements, if any, with respect to the setting aside of sums as sinking funds
or redemption or purchase accounts (fixed in accordance with the previsions of
said paragraph B), then and not otherwise the holders of Common Stock shall be
entitled to receive such dividends as may be declared from time to time by the
Board of Directors.
After distribution in full of the preferential amount (fixed in
accordance with the provisions of said paragraph B) to be distributed to the
holders of Preferred Stock in the event of voluntary or involuntary liquidation,
distribution or sale of assets, dissolution or winding up of the corporation,
the holders of the Common Stock shall be entitled to receive all the remaining
assets of the corporation, tangible and intangible, of whatever kind available
for distribution to the stockholders ratably in proportion to the number of
shares of Common Stock held by them respectively.
Except as may otherwise be required by law or the provision of these
Articles, or by the Board of Directors pursuant to authority granted in these
Articles, each holder of Common Stock shall have one vote in respect of each
share of stock held by him in all matters voted upon by the stockholders.
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CONTINUATION SHEET 6
6. Other provisions for the conduct and regulation of the business and
affairs of the corporation, for its voluntary dissolution, or for limiting,
defining, or regulating the powers of the corporation, or of its directors or
stockholders, or of any class of stockholders, are as follows:
A. Board of Directors.
1. Number, Election and Qualification. A Board of
Directors shall be elected by the stockholders at the annual meeting. The number
of directors shall be fixed by the stockholders (except as that number may be
enlarged by the Board of Directors acting pursuant to Section 3 of this
Article), but shall be not less than three, except that whenever there shall be
only two stockholders the number of directors shall be not less than two and
whenever there shall be only one stockholder or prior to the issuance of any
stock, there shall be at least one director, and shall be not more than
thirteen. Notwithstanding the foregoing provisions, at any time that the
corporation has a class of equity securities registered under the Securities and
Exchange Act of 1934, as amended, (the "Exchange Act"), then:
(i) The number of directors shall be fixed only
by vote of the Board of Directors.
(ii) The directors of the corporation shall be
classified with respect to the time for which they severally hold office, into
three classes, as nearly equal in number as possible; the term of office of
those of the first class ("Class I Directors") to continue until the fast annual
meeting following the date the corporation first has a class of equity
securities registered under the Exchange Act and until their successors are duly
elected and qualified; the term of office of those of the second class ("Class
II Directors") to continue until the second annual meeting following the date
the corporation first has a class of equity securities registered under the
Exchange Act and until their successors are duly elected and qualified; and the
term of office of those of the third class ("Class III Directors") to continue
until the third annual meeting following the date the corporation first has a
class of equity securities registered under the Exchange Act and until their
successors are duly elected and qualified. At each annual meeting of the
corporation, the successors to the class of directors whose term expires at that
meeting shall be elected to hold office for a term continuing until the annual
meeting held in the third year following the year of their election and until
their successors are duly elected and qualified.
2. Vacancies. Any vacancy in the Board of Directors, however
occurring, including a vacancy resulting from the enlargement of the Board, may
be filled by the stockholders or, in the absence of stockholder action, by the
directors. Each such successor shall hold office for the unexpired term of his
predecessor and until his successor is chosen and qualified or until his earlier
death, resignation or removal.
3. Enlargement of the Board. The Board of Directors may be
enlarged by the stockholders at any meeting or by vote of a majority of the
directors then in office.
4. Tenure. Except as otherwise provided by law, these Restated
Articles of Organization or the By-laws, directors shall hold office until the
next annual meeting of stockholders and until their successors are chosen and
qualified. Any director may resign by
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delivering his written resignation to the corporation at its principal office or
the President, Clerk or Secretary. Such resignation shall be effective upon
receipt unless it is specified to be effective at some other time or upon the
happening of some other event.
5. Removal. A director may be removed from office (a) with or
without cause by the vote of the holders of a majority of the shares entitled to
vote in the election of Directors, provided that the directors of a class
elected by a particular class of stockholders may be removed only by the vote of
the holders of a majority of the shares of the particular class of stockholders
entitled to vote for the election of such Directors; or (b) for cause by vote of
a majority of the Directors then in office. A director may be removed for cause
only after a reasonable notice and opportunity to be heard before the body
proposing to remove him.
B. Liability of Directors.
The corporation eliminates the personal liability of each director to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director notwithstanding any provision of law imposing such liability;
provided, however, that, to the extent provided by applicable law, this
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 61 or 62 or
successor provisions of the Massachusetts Business Corporation Law, or (iv) for
any transaction from which the director derived an improper personal benefit.
This provision shall not eliminate or limit the liability of a director of the
corporation for any act or omission occurring prior to the date on which this
provision becomes effective. No amendment to or repeal of this provision shall
apply to or have any effect on the liability or alleged liability of any
director for or with respect to any acts or omissions of such director occurring
prior to such amendment or repeal.
C. Indemnification.
1. Actions. Suits and Proceedings. The corporation shall
indemnify each person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that he
is or was, or has agreed to become, a director or officer of the corporation, or
is or was serving, or has agreed to serve, at the request of the corporation, as
a director or officer of, or in a similar capacity with, another organization or
in any capacity with respect to any employee benefit plan of the corporation
(all such persons being referred to hereafter as an "Indemnitee"), or by reason
of any action alleged to have been taken or omitted in such capacity against all
expenses (including attorneys' fees), judgments and fines incurred by him or on
his behalf in connection with such action, suit or proceeding and any appeal
therefrom, unless the Indemnitee shall be finally adjudicated in such action,
suit or proceeding not to have acted in good faith in the reasonable belief that
his action was in the best interests of the corporation or, to the extent such
matter relates to service with respect to an employee benefit plan, in the best
interests of the participants or beneficiaries of such employee benefit plan.
Notwithstanding anything to the contrary in this Article, except as set forth in
Section 5 below, the corporation shall not indemnify an Indemnitee seeking
indemnification in connection with a
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proceeding (or part thereof) initiated by the Indemnitee unless the initiation
thereof was approved by the Board of Directors of the corporation.
2. Settlements. The right to indemnification conferred
in this Article shall include the right to be paid by the corporation for
amounts paid in settlement of any such action, suit or proceeding and any appeal
therefrom, and all expenses (including attorneys' fees) incurred in connection
with such settlement, pursuant to a consent decree or otherwise, unless and to
the extent it is determined pursuant to Section 5 below that the Indemnitee did
not act in good faith in the reasonable belief that his action was in the best
interests of the corporation or, to the extent such matter relates to service
with respect to an employee benefit plan, in the best interests of the
participants or beneficiaries of such employee benefit plan.
3. Notification and Defense of Claim. As a condition
precedent to his right to be indemnified, the Indemnitee must notify the
corporation in writing as soon as practicable of any action, suit, proceeding or
investigation involving his for which indemnify will or could be sought. With
respect to any action, suit, proceeding or investigation of which the
corporation is so notified, the corporation will be entitled to participate
therein at its own expense and/or to assume the defense thereof at its own
expense, with legal counsel reasonably acceptable to the Indemnitee. After
notice from the corporation to the Indemnitee of its election so to assume such
defense, the corporation shall not be liable to the Indemnitee for any legal or
other expenses subsequently incurred by the Indemnitee in connection with the
such claim, other than as provided below in this Section 3. The Indemnitee shall
have the right to employ his own counsel in connection with such claim, but the
fees and expenses of such counsel incurred after notice from the corporation of
its assumption of the defense thereof shall be at the expense of the Indemnitee
unless (i) the employment of counsel by the Indemnitee has been authorized by
the corporation, (ii) counsel to the Indemnitee shall have reasonably concluded
that there may be a conflict of interest or position on any significant issue
between the corporation and the Indemnitee in the conduct of the defense of such
action or (iii) the corporation shall not in fact have employed counsel to
assume the defense of such action, in each of which case the fees and expenses
of counsel for the Indemnitee shall be at the expense of the corporation, except
as otherwise expressly provided by this Article. The corporation shall not be
entitled, without the consent of the Indemnitee, to assume the defense of any
claim brought by or in the right of the corporation or as which counsel for the
Indemnitee shall have reasonably made the conclusion provided for in clause (ii)
above.
4. Advance of Expenses. Subject to the provisions of
Section 5 below, in the event that the corporation does not assume the defense
pursuant to Section 3 of this Article of any action, suit, proceeding or
investigation of which the corporation receives notice under this Article, any
expenses (including attorneys' fees, incurred by an Indemnitee in defending a
civil or criminal action, suit, proceeding or investigation or any appeal
therefrom shall be paid by the corporation in advance of the final disposition
of such matter, provided, however, that the payment of such expenses incurred by
an Indemnitee in advance of the final disposition of suci matter shall be made
only upon receipt of an undertaking by or on behalf of the Indemnitee to repay
all amounts so advanced in the event that it shall ultimately be determined that
the Indemnitee is not entitied to be indemnified by the corporation as
authorized in this Article. Such undertaking may be accepted without reference
to the financial ability of the Indemnitee to make such repayment.
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5. Procedure for Indemnification. In order to obtain
indemnification or advancement of expenses pursuant to Section 1, 2 or 4 of this
Article, the Indemnitee shall submit to the corporation a written request,
including in such request such documentation and information as is reasonably
available to the Indemnitee and is reasonably necessary to determine whether and
to what extent the Indemnitee is entitled to indemnification or advancement of
expenses. Any such indemnification or advancement of expenses shall be made
promptly, and in any event within sixty days after receipt by the corporation of
the written request of the Indemnitee, unless the corporation determines, by
clear and convincing evidence, within such sixty-day period that the Indemnitee
did not meet the applicable standard of conduct set forth in Section 1 or 2, as
the case may be. Such determination shall be made in each instance by (a) a
majority vote of a quorum of the directors of the corporation, (b) a majority
vote of a quorum of the outstanding shares of stock of all classes entitled to
vote for directors, voting as a single class, which quorum shall consist of
stockholders who are not at that time parties to the action, suit or proceeding
in question, (c) independent legal counsel (who may be regular legal counsel to
the corporation), or (d) a court of competent jurisdiction.
6. Remedies. The right to indemnification or advances as
granted by this Article shall be enforceable by the Indemnitee in any court of
competent jurisdiction if the corporation denies such request, in whole or in
part, or if no disposition thereof is made within the sixty-day period refereed
to above in Section 5. Unless otherwise provided by law, the burden of proving
that the Indemnitee is not entitled to indemnification or advancement of
expenses under this Article shall be on the corporation. Neither the failure of
the corporation to have made a determination prior to the commencement of such
action that indemnification is proper in the circumstances because the
Indemnitee has met the applicable standard of conduct, nor an actual
determination by the corporation pursuant to Section 5 that the Indemnitee has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the Indemnitee has not met such applicable standard of
conduct. The Indemnitee's expenses (including attorneys' fees) incurred in
connection with successfully establishing his right to indemnification, in whole
or in part, in any such proceeding shall also be indemnified by the corporation.
7. Subsequent Amendment. No amendment, termination or
repeal of this Article or of the relevant provisions of Chapter 156B of the
Massachusetts General Laws or any other applicable laws shall affect or diminish
in any way the rights of any Indemnitee to indemnification under the provisions
hereof with respect to any action, suit, proceeding or investigation arising out
of or relating to any actions, transactions or facts occurring prior to the
final adoption of such amendment, termination or repeal.
8. Other Rights. The indemnification and advancement of
expenses provided by this Article shall not be deemed exclusive of any other
rights to which an Indemnitee seeking indemnification or advancement of expenses
may be entitled under any law (common or statutory), agreement or vote of
stockholders or directors or otherwise, both as to action in his official
capacity and as to action in any other capacity while holding office for the
corporation, and shall continue as to an Indemnitee who has ceased to be a
director or officer, and shall inure to the benefit of the estate, heirs,
executors and administrators of the Indemnitee. Nothing contained in this
Article shall be deemed to prohibit, and the corporation is specifically
authorized to enter into, agreements with officers and directors providing
indemnification rights
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and procedures different from those set forth in this Article. In addition, the
corporation may, to the extent authorized from time to time by its Board of
Directors, grant indemnification rights to other employees or agents of the
corporation or other persons serving the corporation and such rights may be
equivalent to, or greater or less than, those set forth in this Article.
9. Partial Indemnification. If an Indemnitee is entitled
under any provision of this Article to indemnification by the corporation for
some or a portion of the expenses (including attorneys' fees), judgments, fines
or amounts paid in settlement actually and reasonably incurred by him or on his
behalf in connection with any action, suit, proceeding or investigation and any
appeal therefrom but not, however, for the total amount thereof, the corporation
shall nevertheless indemnify the Indemnitee for the portion of such expenses
(including attorneys' fees), judgments, fines or amounts paid in settlement to
which the Indemnitee is entitled.
10. Insurance. The corporation may purchase and maintain
insurance, at its expense, to protect itself and any director, officer, employee
or agent of the corporation or another organization or employee benefit plan
against any expense, liability or loss incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have the
power to indemnify such person against such expense, liability or loss under
Chapter 156B of the Massachusetts General Laws.
11. Merger or Consolidation. If the corporation is merged
into or consolidated with another corporation and the corporation is not the
surviving corporation, the surviving corporation shall assume the obligations of
the corporation under this Article with respect to any action, suit, proceeding
or investigation arising out of or relating to any actions, transactions or
facts occurring prior to the date of such merger or consolidation.
12. Savings Clause. If this Article or any portion hereof
shall be invalidated on any ground by any court of competent jurisdiction, then
the corporation shall nevertheless indemnify each Indemnitee as to any expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement in
connection with any action, suit, proceeding or investigation, whether civil,
criminal or administrative, including an action by or in the right of the
corporation, to the fullest extent permitted by any applicable portion of this
Article that shall not have been invalidated and to the fullest extent permitted
by applicable law.
13. Subsequent Legislation. If the Massachusetts General
Laws are amended after adoption of this Article to expand further the
indemnification permitted to Indemnitees, then the corporation shall indemnify
such persons to the fullest extent permitted by the Massachusetts General Laws,
as so amended.
D. Location of Stockholders' Meetings.
Meetings of the stockholders of the corporation may be held anywhere in
the United States.
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E. Amendment of By-Laws.
The directors of the corporation may make, amend or repeal the By-laws
in whole or in part, except with respect to any provision an thereof which by
law or the By-laws requires action by the stockholders.
F. Issuance of Shares.
The whole or any part of the authorized but unissued shares of capital
stock of the corporation may be issued at any time or from time to time by the
Board of Directors without further action by the stockholders.
G. Corporation As Partner.
The corporation may become a partner in any business.
H. Certain Actions by Majority Vote.
The corporation, by vote of a majority of the stock outstanding and
entitled to vote thereon (or if there are two or more classes of stock entitled
to vote as separate classes, then by vote of a majority of each such class of
stock outstanding) may (i) authorize any amendment to the Restated Articles of
Organization, (ii) authorize the sale, lease or exchange of all or substantially
all of the corporation's property and assets, including its goodwill and (iii)
approve a merger or consolidation of the corporation with or into any other
corporation, provided that such amendment, sale, lease, exchange, merger or
consolidation shall have been approved by the Board of Directors or by a vote of
two-thirds of the stock outstanding and entitled to vote thereon (or if there
are two or more classes of stock entitled to vote as separate classes, then by
vote of a majority of each such class of stock outstanding).
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"WE FURTHER CERTIFY THAT THE FOREGOING RESTATED ARTICLES OF
ORGANIZATION EFFECT NO AMENDMENTS TO THE ARTICLES OF ORGANIZATION OF THE
CORPORATION AS HERETOFORE AMENDED, EXCEPT AMENDMENTS TO THE FOLLOWING ARTICLES:
2, 3 AND 4
(*IF THERE ARE NO SUCH AMENDMENTS, STATE "NONE".)
BRIEFLY DESCRIBE AMENDMENTS IN SPACE BELOW:
Article 2 has been amended to describe the business of the Corporation
as it exists today.
Articles 3 and 4 have been amended to delete all references to the
Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock,
Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock,
Series G Preferred Stock, Series H Preferred Stock, Series I Preferred Stock and
Series J Preferred Stock.
IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, WE HAVE HERETO
SIGNED OUR NAMES THIS 28TH DAY OF NOVEMBER IN THE YEAR 1995.
/s/ Josef H. Von Rickenbach PRESIDENT/VICE PRESIDENT
---------------------------
JOSEF H. VON RICKENBACH
/s/ William T. Sobo, Jr. CLERK/ASSISTANT CLERK
-------------------------
WILLIAM T. SOBO, JR.
518630
THE COMMONWEALTH OF MASSACHUSETTS
RESTATED ARTICLES OF ORGANIZATION
(GENERAL LAWS, CHAPTER 156B, SECTION 74)
I HEREBY APPROVE THE WITHIN RESTATED
ARTICLES OF ORGANIZATION AND, THE FILING FEE IN THE
AMOUNT OF $500 HAVING BEEN PAID, SAID ARTICLES ARE
DEEMED TO HAVE BEEN FILED WITH ME THIS 28TH DAY OF
NOVEMBER, 1995.
/S/WILLIAM FRANCIS GALVIN
-------------------------
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
TO BE FILLED IN BY CORPORATION
PHOTO COPY OF RESTATED ARTICLES OF ORGANIZATION TO BE SENT
TO:
Heather M. Stone, Esq.
Testa, Hurwitz & Thibeault
High Street Tower, 125 High Street
Boston, MA 02110
Telephone: (617) 248-7000
FEDERAL IDENTIFICATION
NO. 04-2776269
THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
ONE ASHBURTON PLACE, BOSTON, MASS. 02108-1512
ARTICLES OF AMENDMENT
GENERAL LAWS, CHAPTER 156B, SECTION 72
-------------------------
We, Josef H. von Rickenbach, President and William T. Sobo, Jr.,
Clerk of
PAREXEL International Corporation
(Exact name of corporation)
located at 195 West Street, Waltham, Massachusetts 02154
(Street address of corporation in Massachusetts
certify that these Articles of Amendment affecting articles numbered:
3
(Number those articles 1,2,3,4,5 and/or 6 being amended)
of the Articles of Organization were duly adopted at a meeting held on November
14, 1996, by vote of:
6,957,230 SHARES OF____________________OUT OF 8,449,102 SHARES OUTSTANDING,
(CLASS OF STOCK)
_______________SHARES OF____________________OUT OF___________SHARES OUTSTANDING,
(CLASS OF STOCK)
_______________SHARES OF____________________OUT OF___________SHARES OUTSTANDING,
(CLASS OF STOCK)
BEING AT LEAST A MAJORITY OF EACH TYPE, CLASS OR SERIES OUTSTANDING AND ENTITLED
TO VOTE THEREOF.
*Delete the inapplicable words. **Delete the inapplicable clause.
1 For amendments adopted pursuant to Chapter 156B, Section 70
2 For amendments adopted pursuant to chapter 156B, Section 71
Note: If the space provided under any article or item on this form is
insufficient, additions shall be set forth on one side only of separate 8 1/2 x
11 sheets of paper with a left margin of at least 1 inch. Additions to more than
one article may be made on a single sheet so long as each article requiring each
addition is clearly indicated.
TO CHANGE THE NUMBER OF SHARES AND THE PAR VALUE (IF ANY) OF ANY TYPE, CLASS OR
SERIES OF STOCK WHICH THE CORPORATION IS AUTHORIZED TO ISSUE, FILL IN THE
FOLLOWING:
THE TOTAL PRESENTLY AUTHORIZED IS:
- -----------------------------------------------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- -----------------------------------------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- -----------------------------------------------------------------------------------------------------------
COMMON: NONE COMMON: 25,000,000 $.01
- -----------------------------------------------------------------------------------------------------------
PREFERRED: NONE PREFERRED: 5,000,000 $.01
- -----------------------------------------------------------------------------------------------------------
CHANGE THE TOTAL AUTHORIZED TO:
- ------------------------------------------------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- ------------------------------------------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- ------------------------------------------------------------------------------------------------------------
COMMON: NONE COMMON: 50,000,000 $.01
- ------------------------------------------------------------------------------------------------------------
PREFERRED: NONE PREFERRED: 5,000,000 $.01
- ------------------------------------------------------------------------------------------------------------
THE FOREGOING AMENDMENT(s) WILL BECOME EFFECTIVE WHEN THESE ARTICLES OF
AMENDMENT ARE FILED IN ACCORDANCE WITH GENERAL LAWS, CHAPTER 156B, SECTION 6
UNLESS THESE ARTICLES SPECIFY, IN ACCORDANCE WITH THE VOTE ADOPTING THE
AMENDMENT, A LATER EFFECTIVE DATE NOT MORE THAN THIRTY DAYS AFTER SUCH FILING,
IN WHICH EVENT THE AMENDMENT WILL BECOME EFFECTIVE ON SUCH LATER DATE.
LATER EFFECTIVE DATE: ___________________________________
SIGNED UNDER THE PENALTIES OF PERJURY, THIS 14TH DAY OF NOVEMBER, 1996,
/S/JOSEF H. VON RICKENBACH, PRESIDENT
/S/WILLIAM T. SOBO, JR., CLERK
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
GENERAL LAWS, CHAPTER 156B, SECTION 72
I HEREBY APPROVE THE WITHIN ARTICLES OF AMENDMENT AND, THE
FILING FEE IN THE AMOUNT OF $25,000 HAVING BEEN PAID, SAID
ARTICLES ARE DEEMED TO HAVE BEEN FILED WITH ME THIS 15TH DAY
OF NOVEMBER 1996.
EFFECTIVE DATE:____________________________________
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
TO BE FILED IN BY CORPORATION
Photocopy of document to be sent to:
MARY T. HORNBY
TESTA, HURWITZ & THIBEAULT, LLP
125 HIGH STREET, BOSTON, MA 02110
FEDERAL IDENTIFICATION
NO. 04-2776269
THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
ONE ASHBURTON PLACE, BOSTON, MASSACHUSETTS 02108-1512
CERTIFICATE OF VOTE OF DIRECTORS
ESTABLISHING A CLASS OR SERIES OF STOCK
(GENERAL LAWS, CHAPTER 156B, SECTION 26)
---------------------
We, Carl Spaulding, President and Mark T. Beaudouin., Clerk of
PAREXEL International Corporation
(Exact name of corporation)
located at 195 West Street, Waltham, MA 02451.
(Street address of corporation in Massachusetts
do hereby certify that at a meeting of the directors of the corporation held on
March 27, 2003, the following vote establishing and designating a class or
series of stock and determining the relative rights and preferences thereof was
duly adopted:
SEE INSERT
*DELETE THE INAPPLICABLE WORDS.
NOTE: VOTES FOR WHICH THE SPACE PROVIDED ABOVE IS NOT SUFFICIENT SHOULD BE
PROVIDED ON ONE SIDE OF SEPARATE 8 1/2 X 11 SHEETS OF WHITE PAPER, NUMBERED 2A,
2B, ETC., WITH A LEFT MARGIN OF AT LEAST 1 INCH.
CERTIFICATE OF VOTE
OF
THE BOARD OF DIRECTORS
OF
PAREXEL INTERNATIONAL CORPORATION
ESTABLISHING THE TERMS
OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
(Pursuant to Chapter 156B, Section 26, of the General Laws
of the Commonwealth of Massachusetts)
------------------------------
PAREXEL International Corporation, a corporation organized and existing
under the laws of the Commonwealth of Massachusetts (hereinafter called the
"Corporation"), hereby certifies that the following votes were adopted by the
Board of Directors of the Corporation at a meeting duly called and held on March
27, 2003:
VOTED: That pursuant to the authority granted to and vested in the
Board of Directors of the Corporation (hereinafter called the "Board") in
accordance with the provisions of its Articles of Organization, as amended, the
Board hereby creates a series of Preferred Stock, $.01 par value per share (the
"Preferred Stock"), of the Corporation and hereby states the designation and
number of shares, and fixes the relative rights, preferences and limitations
thereof as follows:
Series A Junior Participating Preferred Stock:
Section 1. Designation and Amount. The shares of such series
shall be designated as "Series A Junior Participating Preferred Stock" (the
"Series A Preferred Stock") and the number of shares constituting the Series A
Preferred Stock shall be fifty thousand (50,000). Such number of shares may be
increased or decreased by vote of the Board prior to issuance; provided, that no
decrease shall reduce the number of shares of Series A Preferred Stock to a
number less than the number of shares then outstanding plus the number of shares
reserved for issuance upon the exercise of outstanding options, rights or
warrants or upon the conversion of any outstanding securities issued by the
Corporation convertible into Series A Preferred Stock.
Section 2. Dividends and Distributions.
(A) Subject to the rights of the holders of any shares of any
series of Preferred Stock (or any similar stock) ranking prior and superior to
the Series A Preferred Stock with respect to dividends, the holders of shares of
Series A Preferred Stock, in preference to the holders of
Common Stock, par value $.01 per share (the "Common Stock"), of the Corporation,
and of any other junior stock, shall be entitled to receive, when, as and if
declared by the Board out of funds of the Corporation legally available for the
payment of dividends, quarterly dividends payable in cash on the last day of
each fiscal quarter of the Corporation in each year (each such date being
referred to herein as a "Quarterly Dividend Payment Date"), commencing on the
first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A Preferred Stock, in an amount per share (rounded
to the nearest cent) equal to the greater of (a) $10 or (b) subject to the
provision for adjustment hereinafter set forth, 1,000 times the aggregate per
share amount of all cash dividends, and 1,000 times the aggregate per share
amount (payable in kind) of all non-cash dividends or other distributions, other
than a dividend payable in shares of Common Stock or a subdivision of the
outstanding shares of Common Stock (by reclassification or otherwise), declared
on the Common Stock since the immediately preceding Quarterly Dividend Payment
Date or, with respect to the first Quarterly Dividend Payment Date, since the
first issuance of any share or fraction of a share of Series A Preferred Stock.
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision,
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount to which holders of shares of Series A Preferred Stock were
entitled immediately prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event. In
the event the Corporation shall at any time declare or pay any dividend on the
Series A Preferred Stock payable in shares of Series A Preferred Stock, or
effect a subdivision, combination or consolidation of the outstanding shares of
Series A Preferred Stock (by reclassification or otherwise than by payment of a
dividend in shares of Series A Preferred Stock) into a greater or lesser number
of shares of Series A Preferred Stock, then in each such case the amount to
which holders of shares of Series A Preferred Stock were entitled immediately
prior to such event under clause (b) of the first sentence of this Section 2(A)
shall be adjusted by multiplying such amount by a fraction, the numerator of
which is the number of shares of Series A Preferred Stock that were outstanding
immediately prior to such event and the denominator of which is the number of
shares of Series A Preferred Stock outstanding immediately after such event.
(B) The Corporation shall declare a dividend or distribution on
the Series A Preferred Stock as provided in paragraph (A) of this Section
immediately after it declares a dividend or distribution on the Common Stock
(other than a dividend payable in shares of Common Stock) and the Corporation
shall pay such dividend or distribution on the Series A Preferred Stock before
the dividend or distribution declared on the Common Stock is paid or set apart;
provided that, in the event no dividend or distribution shall have been declared
on the Common Stock during the period between any Quarterly Dividend Payment
Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $10
per share on the Series A Preferred Stock shall nevertheless be payable on such
subsequent Quarterly Dividend Payment Date.
(C) Dividends shall begin to accrue and be cumulative on
outstanding shares of Series A Preferred Stock from the Quarterly Dividend
Payment Date next preceding the date of
issue of such shares, unless the date of issue of such shares is prior to the
record date for the first Quarterly Dividend Payment Date, in which case
dividends on such shares shall begin to accrue from the date of issue of such
shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a
date after the record date for the determination of holders of shares of Series
A Preferred Stock entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such dividends shall
begin to accrue and be cumulative from such Quarterly Dividend Payment Date.
Accrued but unpaid dividends shall not bear interest. Dividends paid on the
shares of Series A Preferred Stock in an amount less than the total amount of
such dividends at the time accrued and payable on such shares shall be allocated
pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board may fix a record date for the determination of holders of
shares of Series A Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall be not more than 60 days
prior to the date fixed for the payment thereof.
Section 3. Voting Rights. The holders of shares of Series A
Preferred Stock shall have the following voting rights:
(A) Subject to the provision for adjustment hereinafter set forth,
each share of Series A Preferred Stock shall entitle the holder thereof to 1,000
votes on all matters submitted to a vote of the stockholders of the Corporation.
In the event the Corporation shall at any time declare or pay any dividend on
the Common Stock payable in shares of Common Stock, or effect a subdivision,
combination or consolidation of the outstanding shares of Common Stock (by
reclassification or otherwise than by payment of a dividend in shares of Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the number of votes per share to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event shall be adjusted
by multiplying such number by a fraction, the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event. In the event the Corporation shall
at any time declare or pay any dividend on the Series A Preferred Stock payable
in shares of Series A Preferred Stock, or effect a subdivision, combination or
consolidation of the outstanding shares of Series A Preferred Stock (by
reclassification or otherwise than by payment of a dividend in shares of Series
A Preferred Stock) into a greater or lesser number of shares of Series A
Preferred Stock, then in each such case the number of votes per share to which
holders of shares of Series A Preferred Stock were entitled immediately prior to
such event shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Series A Preferred Stock that were
outstanding immediately prior to such event and the denominator of which is the
number of shares of Series A Preferred Stock outstanding immediately after such
event.
(B) Except as otherwise provided herein, in the Articles of
Organization, as amended, or by law, the holders of shares of Series A Preferred
Stock and the holders of shares of Common Stock and any other capital stock of
the Corporation having general voting rights shall vote together as one class on
all matters submitted to a vote of stockholders of the Corporation.
(C) (i) If at any time dividends on any Series A Preferred
Stock shall be in arrears in an amount equal to six quarterly dividends thereon,
the holders of the Series A Preferred Stock, voting as a separate series from
all other series of Preferred Stock and classes of capital stock, shall be
entitled to elect two members of the Board in addition to any Directors elected
by
any other series, class or classes of securities and the authorized number of
Directors will automatically be increased by two. Promptly thereafter, the Board
of the Corporation shall, as soon as may be practicable, call a special meeting
of holders of Series A Preferred Stock for the purpose of electing such members
of the Board. Such special meeting shall in any event be held within 45 days of
the occurrence of such arrearage.
(ii) During any period when the holders of Series A
Preferred Stock, voting as a separate series, shall be entitled and shall have
exercised their right to elect two Directors, then, and during such time as such
right continues, (a) the then authorized number of Directors shall be increased
by two, and the holders of Series A Preferred Stock, voting as a separate
series, shall be entitled to elect the additional Directors so provided for, and
(b) each such additional Director shall not be a member of any existing class of
the Board, but shall serve until the next annual meeting of stockholders for the
election of Directors, or until his successor shall be elected and shall
qualify, or until his right to hold such office terminates pursuant to the
provisions of this Section 3(C).
(iii) A Director elected pursuant to the terms hereof may
be removed with or without cause by the holders of Series A Preferred Stock
entitled to vote in an election of such Director.
(iv) If, during any interval between annual meetings of
stockholders for the election of Directors and while the holders of Series A
Preferred Stock shall be entitled to elect two Directors, there is no such
Director in office by reason of resignation, death or removal, then, promptly
thereafter, the Board shall call a special meeting of the holders of Series A
Preferred Stock for the purpose of filling such vacancy and such vacancy shall
be filled at such special meeting. Such special meeting shall in any event be
held within 45 days of the occurrence of such vacancy.
(v) At such time as the arrearage is fully cured, and all
dividends accumulated and unpaid on any shares of Series A Preferred Stock
outstanding are paid, and, in addition thereto, at least one regular dividend
has been paid subsequent to curing such arrearage, the term of office of any
Director elected pursuant to this Section 3(C), or his successor, shall
automatically terminate, and the authorized number of Directors shall
automatically decrease by two, the rights of the holders of the shares of the
Series A Preferred Stock to vote as provided in this Section 3(C) shall cease,
subject to renewal from time to time upon the same terms and conditions, and the
holders of shares of the Series A Preferred Stock shall have only the limited
voting rights elsewhere herein set forth.
(D) Except as set forth herein, or as otherwise provided by law,
holders of Series A Preferred Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of Common Stock as set forth herein) for taking any corporate
action.
Section 4. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or
distributions payable on the Series A Preferred Stock as provided in Section 2
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends, or make any other
distributions, on any shares of stock ranking junior (either as to dividends or
upon liquidation, dissolution or winding up) to the Series A Preferred Stock;
(ii) declare or pay dividends, or make any other
distributions, on any shares of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series A
Preferred Stock, except dividends paid ratably on the Series A Preferred Stock
and all such parity stock on which dividends are payable or in arrears in
proportion to the total amounts to which the holders of all such shares are then
entitled;
(iii) redeem or purchase or otherwise acquire for
consideration shares of any stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Preferred Stock,
provided that the Corporation may at any time redeem, purchase or otherwise
acquire shares of any such junior stock in exchange for shares of any stock of
the Corporation ranking junior (either as to dividends or upon dissolution,
liquidation or winding up) to the Series A Preferred Stock; or
(iv) redeem or purchase or otherwise acquire for
consideration any shares of Series A Preferred Stock, or any shares of stock
ranking on a parity with the Series A Preferred Stock, except in accordance with
a purchase offer made in writing or by publication (as determined by the Board)
to all holders of such shares upon such terms as the Board, after consideration
of the respective annual dividend rates and other relative rights and
preferences of the respective series and classes, shall determine in good faith
will result in fair and equitable treatment among the respective series or
classes.
(B) The Corporation shall not permit any subsidiary of the
Corporation to purchase or otherwise acquire for consideration any shares of
stock of the Corporation unless the Corporation could, under paragraph (A) of
this Section 4, purchase or otherwise acquire such shares at such time and in
such manner.
Section 5. Reacquired Shares. Any shares of Series A Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock subject to the conditions and restrictions on issuance set
forth herein, in the Articles of Organization, as amended, or in any other
Certificate of Vote creating a series of Preferred Stock or any similar stock or
as otherwise required by law.
Section 6. Liquidation, Dissolution or Winding Up.
(A) Upon any liquidation, dissolution or winding up of the
Corporation, no distribution shall be made (1) to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Preferred Stock unless, prior thereto, the holders
of shares of Series A Preferred Stock shall have received $1,000 per share, plus
an amount equal to accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment, provided that the holders
of shares of Series A Preferred Stock shall be entitled to receive an aggregate
amount per share, subject to the provision for adjustment hereinafter set forth,
equal to 1,000 times the aggregate amount to be distributed per share to holders
of shares of Common Stock, or (2) to the holders of shares of stock ranking on a
parity (either as to dividends or upon liquidation, dissolution or winding up)
with the Series A Preferred Stock, except distributions made ratably on the
Series A Preferred Stock and all such parity stock in proportion to the total
amounts to which the holders of all such shares are entitled upon such
liquidation, dissolution or winding up.
(B) Neither the consolidation, merger or other business
combination of the Corporation with or into any other corporation nor the sale,
lease, exchange or conveyance of all or any part of the property, assets or
business of the Corporation shall be deemed to be a liquidation, dissolution or
winding up of the Corporation for purposes of this Section 6.
(C) In the event the Corporation shall at any time declare or pay
any dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision, combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the aggregate amount to which holders of shares of Series A
Preferred Stock were entitled immediately prior to such event under the proviso
in clause (1) of paragraph (A) of this Section 6 shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event. In the event the Corporation shall
at any time declare or pay any dividend on the Series A Preferred Stock payable
in shares of Series A Preferred Stock, or effect a subdivision, combination or
consolidation of the outstanding shares of Series A Preferred Stock (by
reclassification or otherwise than by payment of a dividend in shares of Series
A Preferred Stock) into a greater or lesser number of shares of Series A
Preferred Stock, then in each such case the aggregate amount to which holders of
shares of Series A Preferred Stock were entitled immediately prior to such event
under the proviso in clause (1) of paragraph (A) of this Section 6 shall be
adjusted by multiplying such amount by a fraction, the numerator of which is the
number of shares of Series A Preferred Stock that were outstanding immediately
prior to such event and the denominator of which is the number of shares of
Series A Preferred Stock outstanding immediately after such event.
Section 7. Consolidation, Merger, etc. Notwithstanding anything
to the contrary contained herein, in case the Corporation shall enter into any
consolidation, merger, combination or other transaction in which the shares of
Common Stock are exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case each share of Series A
Preferred Stock shall at the same time be similarly exchanged or changed into an
amount per share, subject to the provision for adjustment hereinafter set forth,
equal to 1,000
times the aggregate amount of stock, securities, cash and/or any other property
(payable in kind), as the case may be, into which or for which each share of
Common Stock is changed or exchanged. In the event the Corporation shall at any
time declare or pay any dividend on the Common Stock payable in shares of Common
Stock, or effect a subdivision, combination or consolidation of the outstanding
shares of Common Stock (by reclassification or otherwise than by payment of a
dividend in shares of Common Stock) into a greater or lesser number of shares of
Common Stock, then in each such case the amount set forth in the preceding
sentence with respect to the exchange or change of shares of Series A Preferred
Stock shall be adjusted by multiplying such amount by a fraction, the numerator
of which is the number of shares of Common Stock outstanding immediately after
such event and the denominator of which is the number of shares of Common Stock
that were outstanding immediately prior to such event. In the event the
Corporation shall at any time declare or pay any dividend on the Series A
Preferred Stock payable in shares of Series A Preferred Stock, or effect a
subdivision, combination or consolidation of the outstanding shares of Series A
Preferred Stock (by reclassification or otherwise than by payment of a dividend
in shares of Series A Preferred Stock) into a greater or lesser number of shares
of Series A Preferred Stock, then in each such case the amount set forth in the
first sentence of this Section 7 with respect to the exchange or change of
shares of Series A Preferred Stock shall be adjusted by multiplying such amount
by a fraction, the numerator of which is the number of shares of Series A
Preferred Stock that were outstanding immediately prior to such event and the
denominator of which is the number of shares of Series A Preferred Stock
outstanding immediately after such event.
Section 8. No Redemption. The shares of Series A Preferred
Stock shall not be redeemable.
Section 9. Rank. The Series A Preferred Stock shall rank,
with respect to the payment of dividends and the distribution of assets, junior
to all series of any other class of the Preferred Stock issued either before or
after the issuance of the Series A Preferred Stock, unless the terms of any such
series shall provide otherwise.
Section 10. Amendment. At such time as any shares of Series A
Preferred Stock are outstanding, the Articles of Organization, as amended, of
the Corporation shall not be amended in any manner which would materially alter
or change the powers, preferences or special rights of the Series A Preferred
Stock so as to affect them adversely without the affirmative vote of the holders
of at least two-thirds of the outstanding shares of Series A Preferred Stock,
voting together as a single class.
Section 11. Fractional Shares. Series A Preferred Stock may
be issued in fractions of a share which shall entitle the holder, in proportion
to such holder's fractional shares, to exercise voting rights, receive
dividends, participate in distributions and have the benefit of all other rights
of holders of Series A Preferred Stock.
IN WITNESS WHEREOF, THIS CERTIFICATE OF VOTE IS EXECUTED ON BEHALF OF
THE CORPORATION BY ITS CHIEF EXECUTIVE OFFICER THIS 27TH DAY OF MARCH, 2003.
PAREXEL INTERNATIONAL CORPORATION
By: /s/Josef H. von Rickenbach
-----------------------------
Name: Josef H. von Rickenbach
Title: Chairman of the Board of Directors
SIGNED UNDER THE PENALTIES OF PERJURY, THIS 27TH DAY OF MARCH, 2003,
/s/Carl A. Spalding, PRESIDENT
--------------------
/s/Mark T. Beaudouin, CLERK
- --------------------
THE COMMONWEALTH OF MASSACHUSETTS
CERTIFICATE OF VOTE OF DIRECTORS
ESTABLISHING A SERIES OF A CLASS OF STOCK
(GENERAL LAWS, CHAPTER 156B, SECTION 26)
I HEREBY APPROVE THE WITHIN CERTIFICATE OF VOTE OF DIRECTORS
AND, THE FILING FEE IN THE AMOUNT OF $100 HAVING BEEN PAID,
SAID CERTIFICATE IS DEEMED TO HAVE BEEN FILED WITH ME THIS
27TH DAY OF MARCH 2003.
EFFECTIVE DATE:____________________________________
WILLIAM FRANCIS GALVIN
SECRETARY OF THE COMMONWEALTH
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:
LISA E. SAVICKAS
HALE AND DORR LLP
60 STATE STREET
BOSTON, MA 02109
TELEPHONE: (617) 526-5183