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As filed with the Securities and Exchange Commission on February 27, 1998
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 (I.R.S. Employer Identification No.)
of incorporation or organization)
195 West Street, Waltham, MA 02154
(Address of principal executive offices) (Zip Code)
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PAREXEL INTERNATIONAL CORPORATION
1998 Non-Qualified, Non-Officer Stock Option Plan
(Full title of the plan)
Josef H. von Rickenbach
President, Chief Executive Officer and Chairman
PAREXEL International Corporation
195 West Street
Waltham, Massachusetts 02154
(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:
William J. Schnoor, Jr.
Heather M. Stone
Testa, Hurwitz & Thibeault, LLP
High Street Tower
125 High Street
Boston, MA 02110
(617) 248-7000
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Calculation Of Registration Fee
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Title of Securities Amount to be Proposed maximum Proposed Maximum Amount of
to be registered registered offering price per share aggregate offering registration fee
price
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Common Stock,
$.01 par value 500,000 shares $38.0625 $19,031,250 $5,614.22
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(1) The price of $38.0625 per share, which is the average of the bid and ask price of the Common Stock as
reported on the Nasdaq National Market on February 25, 1998, is set
forth solely for purposes of calculating the filing fee.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.
The documents containing the information specified in this Item 1 will
be sent or given to employees, directors or others as specified by Rule
428(b)(1). In accordance with the rules and regulations of the Securities and
Exchange Commission (the "Commission") and the instructions to Form S-8, such
documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in this Item 2 will
be sent or given to employees as specified by Rule 428(b)(1). In accordance with
the rules and regulations of the Commission and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
and the Securities Act of 1933, as amended (the "Act") are incorporated in this
Registration Statement by reference as of their respective dates (File No.
0-27058):
1. The Company's Prospectus dated January 27, 1998 (Registration No.
333-44541).
2. The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1997.
3. The Company's Quarterly Reports on Form 10-Q for the quarters ended
September 30, 1997 and December 31, 1997.
4. The Company's Current Reports on Form 8-K dated August 7, 1997,
October 23, 1997 and January 27, 1998.
5. The description of the Company's Common Stock, $.01 par value per
share, contained in the Registration Statement on Form 8-A filed
under the Exchange Act and declared effective on November 21, 1995,
including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered herein have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.
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Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 6 of the Company's Restated Articles of Organization provides
that the Company shall indemnify each person who is or was a director or officer
of the Company, and each person who is or was serving or has agreed to serve at
the request of the Company 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 Company. 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
EXHIBIT NO. DESCRIPTION OF EXHIBIT
Exhibit 4.1 Specimen certificate representing the Common Stock
(filed as Exhibit 4.1 to Registrant's Registration
Statement on Form S-1 (File No. 33-97406) and
incorporated herein by reference).
Exhibit 4.2 Amended and Restated Articles of Organization of the
Registrant, as amended (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 reference).
Exhibit 4.3 Amended and Restated By-laws of the Registrant (filed
as Exhibit 3. to the Registrant's Registration Statement
on Form S-1, File No. 33-1188, and incorporated herein by
reference).
Exhibit 4.4 1998 Non-Qualified, Non-Officer Stock Option Plan.
Exhibit 4.5 Form of Non-Qualified Stock Option Agreement under
the 1998 Non-Qualified, Non-Officer Stock Option Plan of
the Registrant.
Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
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Exhibit 23.1 Consent of Price Waterhouse LLP.
Exhibit 23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included
in Exhibit 5.1).
Exhibit 24.1 Power of Attorney (included as part of the signature
page to this Registration Statement).
Item 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(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 of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the 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 the
registration statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(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 the 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 foregoing provisions, 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 Securities Act of 1933 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 Securities Act of 1933 and will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1993, 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 February 27,
1998.
PAREXEL INTERNATIONAL CORPORATION
By: /s/ Josef H. Von Rickenbach
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Josef H. von Rickenbach
President, 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 William J. Schnoor, Jr., 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 President, Chief Executive Officer and Chairman February 27, 1998
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Josef H. von Rickenbach (principal executive officer)
/s/ William T. Sobo, Jr. Senior Vice President and Treasurer (principal February 27, 1998
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William T. Sobo, Jr. financial and accounting officer)
/s/ A. Dana Callow, Jr. Director February 27, 1998
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A. Dana Callow, Jr.
/s/ Patrick J. Fortune Director February 27, 1998
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Patrick J. Fortune
Director
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Werner M. Herrmann
/s/ Serge Okun Director February 27, 1998
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Serge Okun
/s/ James A. Saalfield Director February 27, 1998
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James A. Saalfield
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
Exhibit 4.1 Specimen certificate representing the Common Stock (filed as
Exhibit 4.1 to Registrant's Registration Statement on Form S-1
(File No. 33-97406) and incorporated herein by reference).
Exhibit 4.2 Amended and Restated Articles of Organization of the
Registrant, as amended (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 reference).
Exhibit 4.3 Amended and Restated By-laws of the Registrant (filed as
Exhibit 3. to the Registrant's Registration Statement on Form
S-1, File No. 33-1188, and incorporated herein by reference).
Exhibit 4.4 1998 Non-Qualified, Non-Officer Stock Option Plan.
Exhibit 4.5 Form of Non-Qualified Stock Option Agreement under the 1998
Non-Qualified, Non-Officer Stock Option Plan of the Registrant.
Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
Exhibit 23.1 Consent of Price Waterhouse LLP.
Exhibit 23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in
Exhibit 5.1).
Exhibit 24.1 Power of Attorney (included as part of the signature page
to this Registration Statement).