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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
APRIL 28, 1999
PAREXEL INTERNATIONAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Massachusetts 0-27058 04-2776269
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
incorporation)
195 West Street, Waltham, Massachusetts 02451
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (781) 487-9900)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report).
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ITEM 5. OTHER EVENTS.
On April 28, 1999, PAREXEL International Corporation, a Massachusetts
corporation ("PAREXEL") and Covance Inc., a Delaware Corporation ("Covance")
entered into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant
to the Merger Agreement, a subsidiary of Covance will be merged with and into
PAREXEL and PAREXEL will become a wholly owned subsidiary of Covance (the
"Merger") subject to obtaining, among other things, applicable stockholder and
regulatory approvals. As of the effective time of the Merger, each outstanding
share of common stock, par value $0.01 per share, of PAREXEL ("PAREXEL Common
Stock"), other than shares: held in PAREXEL's treasury; owned by Covance or any
wholly owned subsidiary of Covance or of PAREXEL; or held by stockholders of
PAREXEL who exercise their appraisal rights under Massachusetts law, will be
converted into the right to receive 1.184055 shares of common stock, par value
$0.01 per share, of Covance ("Covance Common Stock"). In addition, on April 28,
1999, Covance and PAREXEL entered into Termination Option Agreements pursuant to
which PAREXEL has granted Covance an option to purchase 19.9% of the issued and
outstanding shares of PAREXEL Common Stock at the time of exercise (the "PAREXEL
Option Agreement") and Covance has granted PAREXEL an option to purchase 10% of
the issued and outstanding Covance Common Stock at the time of exercise (the
"Covance Option Agreement"), in each case, under certain circumstances involving
the termination of the Merger Agreement.
The foregoing description of the Merger, the Merger Agreement, the
PAREXEL Option Agreement and the Covance Option Agreement does not purport to be
complete and is qualified in its entirety by reference to the Merger Agreement,
a copy of which is attached hereto as Exhibit 2.1, the PAREXEL Option Agreement,
a copy of which is attached hereto as Exhibit 99.1 and the Covance Option
Agreement, a copy of which is attached hereto as Exhibit 99.2. The Merger
Agreement, the PAREXEL Option Agreement and the Covance Option Agreement are
hereby incorporated hereby by reference in their entirety.
In addition, on April 29, 1998, the Company issued a press release, a
copy of which is attached as Exhibit 99.3 to this Current Report on Form 8-K.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements of business acquired.
None.
(b) Pro forma financial information.
None.
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(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of April 28, 1999 among
Covance Inc., CCJ Holding Corp. and PAREXEL International
Corporation.
99.1 Stock Option Agreement dated April 28, 1999 among Covance
Inc., as grantee and PAREXEL International Corporation, as
issuer.
99.2 Stock Option Agreement dated April 28, 1999 among PAREXEL
International Corporation, as grantee and Covance Inc., as
issuer.
99.3 Press release of the Company dated April 29, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PAREXEL International Corporation
Dated: May 4, 1999 By: /s/ Carl F. Barnes
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Carl F. Barnes,
Vice President and
General Counsel
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Agreement and Plan of Merger dated as of April 28, 1999 among
Covance Inc., CCJ Holding Corp. and PAREXEL International
Corporation.
99.1 Stock Option Agreement dated April 28, 1999 among Covance Inc.,
as grantee and PAREXEL International Corporation, as issuer.
99.2 Stock Option Agreement dated April 28, 1999 among PAREXEL
International Corporation, as grantee and Covance Inc., as
issuer.
99.3 Press release of the Company dated April 29, 1999.