8-K

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): August 14, 2008

PAREXEL INTERNATIONAL CORPORATION

(Exact name of registrant as specified in charter)

Massachusetts	000-21244	04-2776269
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	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 obligation of 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

Ex-99.1 Press release dated August 14, 2008

Item 2.01 Completion of Acquisition or Disposition of Assets.

As disclosed on the Company’s Current Report on Form 8-K filed with the SEC on June 13, 2008 (the “June 2008 8-K”), PAREXEL International Holding UK Limited (“BidCo”), a company incorporated in England and Wales as an indirect wholly owned subsidiary of PAREXEL International Corporation (the “Company”), entered into an Implementation Agreement with ClinPhone plc, a public limited company incorporated in England and Wales (“ClinPhone”), pursuant to which BidCo would acquire (the “Acquisition”) all of the issued and to be issued ordinary share capital of ClinPhone.

On August 14, 2008, BidCo completed the Acquisition, as all conditions to the implementation of the Acquisition, as set out in the Rule 2.5 Announcement filed as Exhibit 2.2 to the June 2008 8-K (the “Rule 2.5 Announcement”), had been satisfied or waived, including the confirmation of the Capital Reduction by the Court, which was obtained on August 13, 2008. The Scheme became effective on August 14, 2008 and checks will be dispatched or payments settled through CREST by August 28, 2008 (CREST is the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear UK and Ireland). In consideration for the cancellation of their shareholdings, Scheme Shareholders on ClinPhone’s share register at 6.00 p.m. (London time) on August 12, 2008 will receive 135 pence in cash for each ClinPhone Share held. The Acquisition values the entire issued ordinary share capital of ClinPhone at approximately £91 million (approximately US$172 million based on the exchange rate on August 14, 2008). Terms used but not defined in this Report shall (unless the context otherwise requires) have the same meanings as those set out in the Rule 2.5 Announcement.

As described in the June 2008 8-K, the Company entered into a Credit Agreement dated as of June 13, 2008 (as amended, restated or otherwise modified from time to time, the “New Credit Agreement”), by and among the Company, certain subsidiaries of the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, J.P. Morgan Europe Limited, as London Agent, and Keybank National Association, as Syndication Agent. The New Credit Agreement is a five-year term loan and revolving credit facility providing for borrowing in the principal amount of up to $300 million, entered into to provide funding to the Company, including funding to ensure that BidCo would have sufficient resources to enable it to satisfy the maximum cash consideration that it may be required to pay pursuant to the Acquisition. The Company has banking relationships with JPMorgan Chase Bank, N.A. and from time to time may have banking relationships with other parties to the New Credit Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under An Off-Balance Sheet Arrangement of a Registrant.

On August 14, 2008, the Company drew down approximately $78,000,000 (the “Initial Borrowing”) via the revolving credit facility available pursuant to the New Credit Agreement. The Initial Borrowing was the Company’s first drawdown under the New Credit Agreement, and the funds were used to repay all of the Company’s loans under the Amended and Restated Credit Agreement dated as of September 18, 2007, among the Company and the other parties thereto, and to terminate all of the Company’s commitments thereunder. The proceeds of the Initial Borrowing were also used to pay certain fees and out of pocket expenses to the lenders under the New Credit Agreement.

The Initial Borrowing bears interest, at the Company’s determination, at a rate based on either prime (or, if higher, the federal funds rate plus 50 basis points) plus a margin (not to exceed a per annum rate of .750%) based on a ratio of consolidated total debt to consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) (the “Leverage Ratio”) or based on LIBOR plus a margin (not to exceed a per annum rate of 1.750%) based on the Leverage Ratio. The Initial Borrowing may be prepaid at any time in whole or in part without premium or penalty, other than customary breakage costs,

if any, subject to the terms and conditions contained in the New Credit Agreement. The New Credit Agreement terminates and any outstanding loans under it mature, if not earlier paid or payable, on June 13, 2013.

The obligations of the Company under the New Credit Agreement may be accelerated upon the occurrence of an event of default under the New Credit Agreement, which includes customary events of default, including payment defaults, defaults in the performance of affirmative and negative covenants, the inaccuracy of representations or warranties, bankruptcy and insolvency related defaults, cross defaults to material indebtedness, defaults relating to such matters as ERISA and judgments, and a change of control default. The New Credit Agreement contains negative covenants applicable to the Company and its subsidiaries, including financial covenants requiring the Company to comply with maximum leverage ratios, minimum interest coverage ratios, a minimum net worth test and maximum capital expenditures requirements, as well as restrictions on liens, investments, indebtedness, fundamental changes, acquisitions, dispositions of property, making specified restricted payments (including stock repurchases exceeding an agreed to percentage of consolidated net income), and transactions with affiliates.

Item 8.01 Other Events.

On August 14, 2008, the Company issued a press release announcing the completion of the Acquisition. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The financial statements required in connection with the Acquisition will be filed no later than 71 calendar days after the date this Current Report is required to be filed.

(b) Pro forma financial information.

The pro forma financial information required in connection with the Acquisition will be filed within 71 calendar days of the date this Current Report is required to be filed.

(d) Exhibits.

Exhibit
No.	Description
99.1	Press release dated August 14, 2008.

SIGNATURE

     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
Date: August 20, 2008	By:	/s/ James F. Winschel, Jr.
	Name:		James F. Winschel, Jr.
	Title:		Sr. Vice President, General & CFO

EXHIBIT INDEX

Exhibit
No.	Description
99.1	Press release dated August 14, 2008.

EX-99.1

Exhibit 99.1

Contacts:
Jill Baker, Vice President of Investor Relations	Jennifer Baird, Senior Director of Public Relations
PAREXEL International	PAREXEL International
Tel: +781-434-4118	Tel: +781-434-4409
Email: Jill.Baker@PAREXEL.com	Email : Jennifer.Baird@PAREXEL.com

PAREXEL CLOSES THE ACQUISITION OF CLINPHONE
Combined Capabilities Create the Industry’s Largest eClinical Technology Offering

BOSTON, MA, August 14, 2008 – PAREXEL International Corporation (NASDAQ: PRXL), a leading global biopharmaceutical services organization, today announced the successful closing of the acquisition of ClinPhone plc, a leading clinical technology organization. By combining ClinPhone with Perceptive Informatics, PAREXEL’s wholly-owned technology subsidiary, Perceptive is now one of the industry’s largest eClinical technology providers. The combined company offers unprecedented access to eClinical technologies and resources, providing clients and service providers with the benefits of an extensive line of products and services throughout the entire clinical development lifecycle.

Josef von Rickenbach, Chairman and Chief Executive Officer of PAREXEL International, said: “Biopharmaceutical companies require robust technology solutions to increase the efficiency and productivity of clinical research. This is especially important given the growing complexity and global nature of clinical studies today. We believe this acquisition further solidifies PAREXEL’s leadership in providing integrated clinical and technology expertise. Combining the sophisticated, in-depth capabilities of Perceptive and ClinPhone represents a major step forward for PAREXEL in meeting increased industry demand for a truly comprehensive eClinical platform.”

Steve Kent, former Chief Executive Officer of ClinPhone and newly-appointed President of Perceptive Informatics said: “Both companies bring tremendous capabilities to this deal. As a combined clinical technology company, Perceptive Informatics enables customers to benefit from the efficiency of best-in-class software and services from one source. Through the acquisition, Perceptive has a deeper level of resources as well as a broader range of technical and clinical expertise to drive greater innovation and meet the industry’s evolving needs.”

As a result of the transaction, Perceptive Informatics’ comprehensive, industry-leading eClinical technology offering now includes:

• ClinPhone Interactive Voice and Web Response Systems (IVRS/IWRS),

• Perceptive Medical Imaging,

• DataLabs, an Electronic Data Capture (EDC) and clinical data management system,

• Clinical Trial Management Systems (CTMS):

o IMPACT^® enterprise CTMS solution

o TrialWorks^® CTMS solution for small and mid-size companies, and

• Electronic Patient Reported Outcomes (ePRO).

-more-

Through the acquisition, Perceptive Informatics will further expand its technology integration and implementation services. These services help biopharmaceutical companies implement clinical trial process improvements, extend existing applications, and enable knowledge sharing across multiple systems.

PAREXEL plans to issue updated forward-looking financial guidance for the first quarter of Fiscal Year 2009 and for Fiscal Year 2009 in its entirety, through a press release to be issued after the close of the market on September 8, 2008. The Company plans to host a conference call to discuss the acquisition and the forward-looking guidance at 10:00 a.m. EDT on September 9, 2008.

# # #

About PAREXEL International

PAREXEL International Corporation is a leading global biopharmaceutical services organization, providing a broad range of knowledge-based contract research, medical communications and consulting services to the worldwide pharmaceutical, biotechnology and medical device industries. Committed to providing solutions that expedite time-to-market and peak-market penetration, PAREXEL has developed significant expertise across the development and commercialization continuum, from drug development and regulatory consulting to clinical pharmacology, clinical trials management, medical education and reimbursement. Perceptive Informatics, Inc., a subsidiary of PAREXEL, provides advanced technology solutions, including medical imaging, to facilitate the clinical development process. Headquartered near Boston, Massachusetts, PAREXEL operates in 69 locations throughout 52 countries around the world, and has more than 8,800 employees. For more information about PAREXEL International visit www.PAREXEL.com.

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 or enter into new lines of business, including, but not limited to, the successful business integration and anticipated synergy achievements in connection with the ClinPhone acquisition; 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 March 31, 2008 as filed with the SEC on May 9, 2008, 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, Perceptive Informatics is a trademark of Perceptive Informatics, Inc., and ClinPhone is a registered trademark of ClinPhone Limited. All other names or marks may be registered trademarks or trademarks of their respective business and are hereby acknowledged.