Post-effective Amendment to an S-8 Filing (s-8 Pos)
September 29 2017 - 5:09PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 29, 2017
Registration No. 333-208765
Registration No. 333-190844
Registration No. 333-172239
Registration No. 333-154911
Registration No. 333-131796
Registration No. 333-82752
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-208765
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-190844
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-172239
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-154911
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-131796
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-82752
UNDER THE SECURITIES ACT OF 1933
PAREXEL INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
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Massachusetts
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04-2776269
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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195 West Street, Waltham, Massachusetts
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02451
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(Address of Principal Executive Offices)
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(Zip Code)
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2015 Stock Incentive Plan
2010 Stock Incentive Plan
2010 Stock Incentive Plan
2007 Stock Incentive Plan
2005 Stock Incentive Plan
PAREXEL International Corporation 2001 Stock Incentive Plan
(Full title of the Plan)
Douglas A. Batt
Senior
Vice President, General Counsel & Secretary
195 West Street
Waltham, Massachusetts 02451
(781) 487-9900
(Name,
address and telephone number, including area code, of agent for service)
Copies to:
Peter Martelli, P.C.
Jonathan Davis, P.C.
Kirkland & Ellis LLP
601 Lexington Avenue
New
York, NY 10022
(212) 446-4768
Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☑
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Accelerated filer ☐
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Non-accelerated filer ☐
(Do not check if a smaller reporting company)
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Smaller reporting company ☐
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Emerging growth company ☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments are being filed to deregister unsold securities of Parexel International Corporation., a Massachusetts
corporation (the Registrant), that were registered on the following Registration Statements on Form S-8 (collectively, the Registration Statements):
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Registration Statement No. 333-208765, registering 6,400,000 shares of common stock, par value $0.01 per share (Common Stock), under the 2015 Stock Incentive Plan (the 2015 Plan), as
previously filed with the U.S. Securities and Exchange Commission (the SEC) on December 28, 2015;
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2.
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Registration Statement No. 333-190844, registering 3,000,000 shares of Common Stock (including the associated Preferred Stock Purchase Rights) under the 2010 Stock Incentive Plan, as previously filed with the SEC
on August 27, 2013;
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3.
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Registration Statement No. 333-172239, registering 2,000,000 shares of Common Stock (including the associated Preferred Stock Purchase Rights) under the 2010 Stock Incentive Plan, as previously filed with the SEC
on February 14, 2011; and
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4.
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Registration Statement No. 333-154911, registering 4,000,000 shares of Common Stock (including the associated Preferred Stock Purchase Rights) under the 2007 Stock Incentive Plan, as previously filed with the SEC
on October 31, 2008.
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5.
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Registration Statement No. 333-131796, registering 1,000,000 shares of Common Stock (including the associated Preferred Stock Purchase Rights) under the 2005 Stock Incentive Plan, as previously filed with the SEC
on February 13, 2006.
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6.
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Registration Statement No. 333-82752, registering 1,000,000 shares of Common Stock under the PAREXEL International Corporation 2001 Stock Incentive Plan, as previously filed with the SEC on February 14, 2002.
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Effective as of September 29, 2017 (the Effective Time), pursuant to the Agreement and Plan of Merger, dated as
of June 19, 2017, by and among the Registrant, West Street Parent, LLC, a Delaware limited liability company (Parent), and West Street Merger Sub, Inc., a Massachusetts corporation (Merger Sub), Merger Sub merged with
and into the Registrant (the Merger), with the Registrant surviving the Merger as a wholly-owned subsidiary of West Street Intermediate Holdings Corp., the successor entity to Parent.
As a result of the Merger, the offerings under the Registration Statements have been terminated. In accordance with the undertakings made by
the Registrant to remove from registration, by means of a post-effective amendment, any securities under the Registration Statements that remain unsold at the termination of the offerings, the Registrant hereby removes from registration all
securities registered under the Registration Statements which remained unsold as of the Effective Time, if any.
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 these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waltham, State
of Massachusetts, on September 29, 2017.
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PAREXEL INTERNATIONAL CORPORATION
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By:
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/s/ Josef H. von Rickenbach
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Josef H. von Rickenbach
Chairman and Chief
Executive Officer
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Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign
these Post-Effective Amendments.
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