-----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, DsQPLOGCwk97blnamslQBOv8U7GWuIYfajDuI7t9GC5JZOh8we+ZQWz3aWkiM0pl z3ZDHxGQl8g7GcnWNlJ0oQ== 0000950135-06-007081.txt : 20061121 0000950135-06-007081.hdr.sgml : 20061121 20061121163357 ACCESSION NUMBER: 0000950135-06-007081 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061115 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061121 DATE AS OF CHANGE: 20061121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PAREXEL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000799729 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 042776269 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21244 FILM NUMBER: 061233196 BUSINESS ADDRESS: STREET 1: 195 WEST ST CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 7814879900 MAIL ADDRESS: STREET 1: 195 WEST ST CITY: WALTHAM STATE: MA ZIP: 02451 8-K 1 b63151pie8vk.htm PAREXEL INTERNATIONAL CORPORATION e8vk
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): November 15, 2006
PAREXEL International Corporation
 
(Exact name of registrant as specified in charter)
         
Massachusetts   000-21244   04-2776269
         
(State or other juris-
diction of incorporation
  (Commission
File Number)
  (IRS Employer
Identification No.)
     
200 West Street, Waltham, Massachusetts   02451
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (781) 487-9900
Not applicable.
 
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations for the registrant under any of the following provisions (see General Instruction A.2. below):
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

Item 8.01. Other Events.
Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Ex-99.1 Press Release dated November 16, 2006


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Item 8.01. Other Events.
     On November 16, 2006, PAREXEL International Corporation (the “Company”) issued a press release announcing that the transaction providing for the acquisition of Behavioral and Medical Research, LLC and the transfer of stock of California Clinical Trials Medical Group, Inc. to the Company’s designee (the “Acquisition”) had closed effective as of November 15, 2006. The text of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
     The Acquisition was made pursuant to the terms of a Purchase Agreement dated as of October 12, 2006, by and among PAREXEL International, LLC (a wholly owned subsidiary of the Company), Behavioral and Medical Research, LLC, California Clinical Trials Medical Group, Inc., Murray H. Rosenthal, D.O. and Robert J. Palko. A copy of this agreement was filed as Exhibit 2.1 to a Current Report on Form 8-K filed with the Securities and Exchange Commission by the Company on October 13, 2006.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
     
Exhibit No.
  Description
 
   
99.1
  Press release dated November 16, 2006.
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.
         
Date: November 21, 2006  PAREXEL International Corporation
 
 
  By:   /s/ James F. Winschel, Jr.    
    James F. Winschel, Jr.   
    Senior Vice President and CFO   
 

 


Table of Contents

EXHIBIT INDEX
     
Exhibit No.
  Description
 
   
99.1
  Press release dated November 16, 2006.

 

EX-99.1 2 b63151piexv99w1.htm EX-99.1 PRESS RELEASE DATED NOVEMBER 16, 2006 exv99w1
 

Exhibit 99.1
(PAREXEL LOGO)
     
Contacts:
   
James Winschel
  Jill Baker
Senior Vice President and Chief Financial Officer
  Vice President, Investor Relations
Tel: 781-434-4118
  Tel: 781-434-4118
Fax: 781-434-5033
  Fax: 781-434-5033
Email: James.Winschel@PAREXEL.com
  Email : Jill.Baker@PAREXEL.com
PAREXEL COMPLETES ACQUISITION OF CALIFORNIA CLINICAL TRIALS
MEDICAL GROUP, INC. AND BEHAVIORAL AND MEDICAL RESEARCH, LLC
Boston, MA, November 16, 2006 — PAREXEL International Corporation (NASDAQ: PRXL), a leading global bio/pharmaceutical services organization, today announced the completion of the $65 million acquisition of California Clinical Trials Medical Group, Inc. (“CCT”) and Behavioral and Medical Research, LLC (“BMR”), on November 15, 2006, as previously announced on October 12, 2006. CCT and BMR provide a broad range of specialty Phase I — IV clinical research services through four clinical sites in California.
The acquisition expands PAREXEL’s Clinical Pharmacology capacity to over 400 beds, making PAREXEL one of the largest providers of Phase I services in the world. It also brings new expertise to the Company’s service offerings in the area of bridging studies, especially Japanese bridging studies, and adds depth to existing expertise in central nervous system clinical trials, neuroscience drug development services, and sleep studies.
About the Company
PAREXEL is one of the largest biopharmaceutical outsourcing organizations in the world, providing a broad range of knowledge-based contract research, medical marketing and consulting services to the worldwide pharmaceutical, biotechnology and medical device industries. With a commitment to providing solutions that expedite time-to-market and peak market penetration, PAREXEL has developed significant expertise in clinical trials management, data management, biostatistical analysis, medical marketing, clinical pharmacology, regulatory and medical consulting, industry training and publishing and other drug development consulting services. Its information technology subsidiary, Perceptive Informatics, Inc., develops and offers a portfolio of innovative technology-based products and services that facilitate clinical drug development and are designed to decrease time to peak sales. The technology portfolio includes web-based portal solutions and tracking tools, Interactive Voice Response Systems (IVRS), Clinical Trial Management Systems (CTMS), electronic diary and investigator database solutions. Perceptive also offers advanced medical diagnostics services to assess rapidly and objectively the safety and efficacy of new drugs, biologics, and medical devices in clinical trials. PAREXEL’s integrated services, therapeutic area depth and sophisticated information technology, along with its experience in global drug development and product launch services, represent key competitive strengths. Headquartered near Boston, MA, PAREXEL operates in 51 locations throughout 40 countries around the world, and has 5,860 full-time employees.

 


 

This release contains “forward-looking” statements regarding future results and events. For this purpose, any statements contained herein that are not statements of historical fact may be deemed forward-looking statements. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “appears,” “estimates,” “projects,” “targets” and similar expressions are also intended to identify forward-looking statements. The forward-looking statements in this release involve a number of risks and uncertainties. The Company’s actual future results may differ significantly from the results discussed in the forward-looking statements contained in this release. Important factors that might cause such a difference include, but are not limited to, risks associated with: actual operating performance; actual expense savings and other operating improvements resulting from recent restructurings; the loss, modification, or delay of contracts which would, among other things, adversely impact the Company’s recognition of revenue included in backlog; the Company’s dependence on certain industries and clients; the Company’s ability to win new business, manage growth and costs, and attract and retain employees; the Company’s ability to complete additional acquisitions and to integrate newly acquired businesses including the acquisition referred to in this release and the integration of the acquired business; the impact on the Company’s business of government regulation of the drug, medical device and biotechnology industry; consolidation within the pharmaceutical industry and competition within the biopharmaceutical services industry; the potential for significant liability to clients and third parties; the potential adverse impact of health care reform; and the effects of exchange rate fluctuations and other international economic, political, and other risks. Such factors and others are discussed more fully in the section entitled “Risk Factors” of the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2006 as filed with the SEC on November 9, 2006, which “Risk Factors” discussion is incorporated by reference in this press release. The forward-looking statements included in this press release represent the Company’s estimates as of the date of this release. The Company specifically disclaims any obligation to update these forward-looking statements in the future. These forward-looking statements should not be relied upon as representing the Company’s estimates or views as of any date subsequent to the date of this press release.
PAREXEL is a registered trademark of PAREXEL International Corporation, and Perceptive Informatics is a trademark of Perceptive Informatics, Inc. All other names or marks may be registered trademarks or trademarks of their respective business and are hereby acknowledged.

 

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