-----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, Wlq5XNZFIAO2v1eIVU/7cHoBf5XSRnSxBLtwooHZ8oB6onz/63GZzyYDZdyoZTcx CFCrESO4r9UOangKxyIa4Q== 0000950135-96-005002.txt : 19961120 0000950135-96-005002.hdr.sgml : 19961120 ACCESSION NUMBER: 0000950135-96-005002 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961115 EFFECTIVENESS DATE: 19961115 SROS: NASD 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-16205 FILM NUMBER: 96667429 BUSINESS ADDRESS: STREET 1: 195 WEST ST CITY: WALTHAM STATE: MA ZIP: 02154 BUSINESS PHONE: 6174879900 MAIL ADDRESS: STREET 1: 195 WEST ST CITY: WALTHAM STATE: MA ZIP: 02154 S-8 1 PAREXEL INTERNATIONAL CORP. FORM S-8 1 As filed with the Securities and Exchange Commission on November 15, 1996 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 incorporation or organization) (I.R.S. Employer Identification No.)
195 West Street, Waltham, MA 02154 (Address of principal executive offices) (Zip Code) -------------------- PAREXEL INTERNATIONAL CORPORATION 1995 STOCK PLAN (Full title of the plan) Josef H. von Rickenbach President, Chief Executive Officer and Chairman PAREXEL International Corporation 195 West Street Waltham, Massachusetts 02154 (Name and address of agent for service) (617) 487-9900 (Telephone number, including area code of agent for service) -------------------- Copies to: William J. Schnoor, Jr. Heather M. Stone Testa, Hurwitz & Thibeault, LLP High Street Tower 125 High Street Boston, MA 02110 (617) 248-7000 -------------------- Calculation Of Registration Fee
=================================================================================================================== Title of Securities Amount to be Proposed maximum Proposed Maximum Amount of to be registered registered offering price per share aggregate offering price registration fee - ------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 500,000 shares $54.88 $27,440,000 $8,315.15 =================================================================================================================== (1) The price of $54.88 per share, which is the average of the bid and ask price of the Common Stock as reported on the Nasdaq National Market on November 8, 1996, is set forth solely for purposes of calculating the filing fee. ===================================================================================================================
2 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 1986 Employee Incentive Stock Option Plan, 1987 Stock Plan, 1989 Stock Plan, 1995 Stock Plan, 1995 Employee Stock Purchase Plan and the 1995 Non-Employee Director Stock Option Plan is effective. Pursuant to General Instruction E, the contents of the above-listed Registration Statement are hereby incorporated by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits -------- Exhibit No. Description of Exhibit ----------- ---------------------- Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP. Exhibit 23.1 Consent of Price Waterhouse LLP. Exhibit 23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1). Exhibit 24.1 Power of Attorney (included as part of the signature page to this Registration Statement). 2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant, PAREXEL International Corporation 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, State of Massachusetts, on this 15th day of November, 1996. PAREXEL INTERNATIONAL CORPORATION By: /s/ Josef H. von Rickenbach ------------------------------------------ Josef H. von Rickenbach President, Chief Executive Officer and Chairman POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature appears below constitutes and appoints, jointly and severally, Josef H. von Rickenbach, William T. Sobo, Jr. and William J. Schnoor, Jr., his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ Josef H. von Rickenbach President, Chief Executive November 15, 1996 ----------------------------------- Officer and Chairman (principal Josef H. von Rickenbach executive officer) /s/ William T. Sobo, Jr. Vice President and Treasurer November 15, 1996 ----------------------------------- (principal financial and William T. Sobo, Jr. accounting officer) /s/ A. Dana Callow Director November 15, 1996 ----------------------------------- A. Dana Callow /s/ Patrick J. Fortune Director November 15, 1996 ----------------------------------- Patrick J. Fortune /s/ Werner M. Herrmann Director November 15, 1996 ----------------------------------- Werner M. Herrmann /s/ Peter Barton Hutt Director November 15, 1996 ----------------------------------- Peter Barton Hutt /s/ James Saalfield Director November 15, 1996 ----------------------------------- James Saalfield
3 4 INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION PAGE - ----------- ----------- ---- Exhibit 5.1 Opinion of Testa, Hurwitz & Thibeault, LLP. Exhibit 23.1 Consent of Price Waterhouse LLP. Exhibit 23.2 Consent of Testa, Hurwitz & Thibeault, LLP (included in Exhibit 5.1). Exhibit 24.1 Power of Attorney (included as part of the signature page to this Registration Statement). 4 EX-5.1 2 OPINION OF TEST, HURWITZ & THIBEAULT, LLP 1 Exhibit 5.1 November 15, 1996 PAREXEL International Corporation 195 West Street Waltham, MA 02154 Re: Registration Statement on Form S-8 Relating to the 1995 Stock Plan (the "Plan") of PAREXEL International Corporation (the "Company") ------------------------------------------------------------------ Dear Sir or Madam: Reference is made to the above-captioned Registration Statement on Form S-8 (the "Registration Statement") filed by the Company on the date hereof with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to an aggregate of 500,000 shares of Common Stock, $.01 par value per share, of the Company issuable pursuant to the Plan (the "Shares"). We have examined, are familiar with, and have relied as to factual matters solely upon, copies of the Plan, the Restated Articles of Organization and Amended and Restated By-Laws of the Company, the minute books and stock records of the Company and originals of such other documents, certificates and proceedings as we have deemed necessary for the purpose of rendering this opinion. Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and paid for in accordance with the terms of the Plan, the terms of any option or purchase right granted thereunder and duly authorized by the Company's Board of Directors or Compensation Committee and/or any related agreements with the Company, will be validly issued, fully paid and nonassessable. We consent to the use of this opinion as Exhibit 5.1 to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto. Very truly yours, TESTA, HURWITZ & THIBEAULT, LLP EX-23.1 3 CONSENT OF PRICE WATERHOUSE LLP 1 Exhibit 23.1 ------------ CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333- ) of PAREXEL International Corporation of our report dated August 22, 1996 appearing on page 33 of the Annual Report to Shareholders which is incorporated in this Annual Report on Form 10-K. We also consent to the application of such report to the Financial Statement Schedule for the three years ended June 30, 1996 listed under Item 14(a) of PAREXEL International Corporation's Annual Report on Form 10-K for the year ended June 30, 1996 when such schedule is read in conjunction with the financial statements referred to in our report. The audit referred to in such report also included this Financial Statement Schedule. /s/ Price Waterhouse LLP PRICE WATERHOUSE LLP Boston, Massachusetts November 14, 1996 -----END PRIVACY-ENHANCED MESSAGE-----