-----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, UqzHjNcrjkzii4i8hYsqK8e1V0au6tQG1h2pPQWdTjGJnzXYGCUzaX2mcf45Asyg KA08QJmwaFb/zii2zUQupQ== 0000950135-07-003644.txt : 20070613 0000950135-07-003644.hdr.sgml : 20070613 20070613170024 ACCESSION NUMBER: 0000950135-07-003644 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070607 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20070613 DATE AS OF CHANGE: 20070613 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: 07917935 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 b65733pce8vk.htm FORM 8-K - PAREXEL INTERNATIONAL CORPORATION e8vk
 

 
 
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): June 7, 2007
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))
 
 

 

 

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
     On June 7, 2007, Parexel (Taiwan), Inc., a corporation organized under the laws of the Republic of China (the “Company”) and a wholly owned subsidiary of PAREXEL International Corporation, a Massachusetts corporation (“PAREXEL”), entered into a Tender Agreement (the “Tender Agreement”) with Albert Liou (“Mr. Liou”), the chairman and founder of Apex International Clinical Research Co., Ltd. (“Apex”). Under the terms of the Tender Agreement, the Company has agreed to launch a tender offer (the “Tender Offer”) for outstanding shares of stock of Apex, and Mr. Liou has agreed to sell to the Company approximately 29% of the issued and outstanding shares of stock of Apex in the Tender Offer for a per share price of NT$82.94 representing a total purchase price of approximately NT$514,352,161. In connection with the Tender Agreement, the Company and PAREXEL International Holding B.V., a wholly owned subsidiary of PAREXEL, agreed to purchase from Mr. Liou certain software used in connection with the business of Apex and agreed on the terms of Mr. Liou’s employment with the Company and non-competition covenants with PAREXEL International Holding B.V. following the closing of the Tender Offer.
     Concurrently with the execution of the Tender Agreement, the Company obtained undertakings issued by other shareholders of Apex representing, collectively with Mr. Liou’s shares, approximately 69% of the issued and outstanding shares of common stock of Apex, pursuant to which such shareholders have agreed to tender their shares to the Company in the Tender Offer for a per share price of NT$82.94 representing a total purchase price of approximately NT$1,206,909,704.
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: June 13, 2007  PAREXEL International Corporation
 		  
  By:   /s/ James F. Winschel, Jr.    
    James F. Winschel, Jr.   
    Senior Vice President and Chief
Financial Officer 		  
 

 

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