-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, W0fll83pIEUEV80hboQ5+SonAdx49u1O54rxPiQdC5v3YueR58Q5h6TtZIJVJ5Ly jxhbopXrT4Sk4fnPRRlylA== /in/edgar/work/20000628/0000950135-00-003415/0000950135-00-003415.txt : 20000920 0000950135-00-003415.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950135-00-003415 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000628 EFFECTIVENESS DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PAREXEL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000799729 STANDARD INDUSTRIAL CLASSIFICATION: [8731 ] IRS NUMBER: 042776269 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-40276 FILM NUMBER: 662759 BUSINESS ADDRESS: STREET 1: 195 WEST ST CITY: WALTHAM STATE: MA ZIP: 02151 BUSINESS PHONE: 7814879900 MAIL ADDRESS: STREET 1: 195 WEST ST CITY: WALTHAM STATE: MA ZIP: 02154 S-8 1 s-8.txt PAREXEL INTERNATIONAL CORPORATION 1 As filed with the Securities and Exchange Commission on June 28, 2000 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 (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) -------------------- PAREXEL INTERNATIONAL CORPORATION 1995 Stock Plan (Full title of the plan) Josef H. von Rickenbach Chief Executive Officer and Chairman PAREXEL International Corporation 195 West Street Waltham, Massachusetts 02451 (Name and address of agent for service) (781) 487-9900 (Telephone number, including area code of agent for service) -------------------- Copies to: Mark T. Beaudouin, Esq. Vice President and General Counsel PAREXEL International Corporation 195 West Street Waltham, Massachusetts 02451 -------------------- Calculation Of Registration Fee
============================================================================================================= Title of Securities Amount to be Proposed maximum Proposed Maximum Amount of to be registered registered offering price per Aggregate offering registration fee share price - ------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 800,000 shares $9.125 $7,300,000 $1,928 =============================================================================================================
(1) The price of $9.125 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 June 26, 2000, is set forth solely for purposes of calculating the filing fee pursuant to Rules 457(c) and 457(h). ================================================================================ 2 STATEMENT OF INCORPORATION BY REFERENCE This Registration Statement registers additional securities of the same class as other securities for which the Registration Statement No. 33-80301 on Form S-8, as filed with the Securities and Exchange Commission on December 12, 1995, relating to the PAREXEL International Corporation Second Amended and Restated 1995 Stock Plan, is effective. Pursuant to General Instruction E, the contents of the above-listed Registration Statement are hereby incorporated by reference. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, 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 June 27, 2000. PAREXEL INTERNATIONAL CORPORATION By: /s/ Josef H. von Rickenbach -------------------------------------- Josef H. von Rickenbach 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, James F. Winschel and Mark T. Beaudouin 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 Chief Executive Officer June 27, 2000 - --------------------------- and Chairman Josef H. von Rickenbach (principal executive officer) /s/ James F. Winschel Senior Vice President and June 27, 2000 - --------------------------- Chief Financial Officer James F. Winschel (principal financial and accounting officer) /s/ A. Dana Callow, Jr. Director June 27, 2000 - --------------------------- A. Dana Callow, Jr. /s/ A. Joseph Eagle Director June 27, 2000 - --------------------------- A. Joseph Eagle /s/ Patrick J. Fortune Director June 27, 2000 - --------------------------- Patrick J. Fortune /s/ Werner M. Herrmann Director June 27, 2000 - --------------------------- Werner M. Herrmann /s/ William T. Sobo Director June 27, 2000 - --------------------------- William T. Sobo /s/ Serge Okun Director June 27, 2000 - --------------------------- Serge Okun 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION OF EXHIBIT - ----------- ---------------------- Exhibit 4.1 Amended and Restated Articles of Incorporation of the Registrant (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 this reference). Exhibit 4.2 Amended and Restated By-Laws of the Registrant (filed as Exhibit 3.2 to the Registrant's Registration Statement on Form S-1 (File No. 333-1188) and incorporated herein by this reference). Exhibit 4.3 Specimen certificate representing the Common Stock of the Registrant (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 this reference). Exhibit 5.1 Opinion of Hale and Dorr, LLP. Exhibit 23.1 Consent of PricewaterhouseCoopers LLP. Exhibit 23.2 Consent of Hale and Dorr, LLP (included in Exhibit 5.1). Exhibit 24.1 Power of Attorney (included as part of the signature page to this Registration Statement). EX-5.1 2 ex5-1.txt OPINION OF HALE AND DORR 1 EXHIBIT 5.1 HALE AND DORR LLP Counsellors At Law 60 State Street, Boston, Massachusetts 02109 617-526-6000 * FAX 617-526-5000 June 28, 2000 PAREXEL International Corporation 195 West Street Waltham, MA 02451 Re: 1995 STOCK PLAN Ladies and Gentlemen: We have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), relating to an aggregate of 800,000 shares of Common Stock, $.01 par value per share (the "Shares"), of PAREXEL International Corporation, a Massachusetts corporation (the "Company"), issuable under the Company's 1995 Stock Plan, as amended to date (the "Plan"). We have examined the Articles of Incorporation and By-Laws of the Company, each as amended and restated to date and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion. In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents. We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plan, to register and qualify the Shares for sale under all applicable state securities or "blue sky" laws. We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the Commonwealth of Massachusetts and the federal laws of the United States of America. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable. It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect. 2 Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, /s/ Hale and Dorr LLP HALE AND DORR LLP EX-23.1 3 ex23-1.txt CONSENT OF PRICEWATERHOUSECOOPERS 1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated August 17, 1999 relating to the financial statements and financial statement schedules of PAREXEL International Corporation ("the Company"), which appears in the Company's Annual Report on Form 10-K for the year ended June 30, 1999. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Boston, Massachusetts June 23, 2000 -----END PRIVACY-ENHANCED MESSAGE-----