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As filed with the Securities and Exchange Commission on January 26, 1999
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
PAREXEL International Corporation
(Exact name of registrant as specified in its charter)
Massachusetts 04-2776269
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
195 West Street, Waltham, MA 02451
(Address of principal executive offices) (Zip Code)
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PAREXEL INTERNATIONAL CORPORATION
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 price registration fee
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Common Stock,
$.01 par value 1,000,000 shares $22.06 $22,060,000 $6,132.68
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(1) The price of $22.06 per share, which is the average of the high and low
price per share of the Common Stock as reported on the Nasdaq National
Market on January 22, 1999, is set forth solely for purposes of calculating
the filing fee.
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This Registration Statement registers additional securities of the same
class as other securities for which the Registration Statement No. 333-47033 on
Form S-8, as filed with the Securities and Exchange Commission on February 27,
1998, relating to the PAREXEL International Corporation 1998 Non-Qualified,
Non-Officer Stock Option Plan, is effective. Pursuant to General Instruction E,
the contents of the above-listed Registration Statement are hereby incorporated
by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS
Exhibit No. Description of Exhibit
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Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
Exhibit 23.1 Consent of PricewaterhouseCoopers 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).
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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 January
25, 1999.
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
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/s/ Josef H. von Rickenbach President, Chief Executive January 25, 1999
- ----------------------------- Officer and Chairman
Josef H. von Rickenbach (principal executive officer)
/s/ William T. Sobo, Jr. Senior Vice President and January 25, 1999
- ----------------------------- Treasurer (principal
William T. Sobo, Jr. financial and accounting
officer)
/s/ A. Dana Callow, Jr. Director January 25, 1999
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A. Dana Callow, Jr.
/s/ A. Joseph Eagle Director January 25, 1999
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A. Joseph Eagle
/s/ Patrick J. Fortune Director January 25, 1999
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Patrick J. Fortune
/s/ Werner M. Herrmann Director January 25, 1999
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Werner M. Herrmann
/s/ Serge Okun Director January 25, 1999
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Serge Okun
/s/ James A. Saalfield Director January 25, 1999
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James A. Saalfield
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP.
Exhibit 23.1 Consent of PricewaterhouseCoopers 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).