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PRXL > SEC Filings for PRXL > Form 8-K on 19-Mar-2013All Recent SEC Filings

Show all filings for PAREXEL INTERNATIONAL CORP | Request a Trial to NEW EDGAR Online Pro



Entry into a Material Definitive Agreement, Financial Statements and E

Item 1.01. Entry into a Material Definitive Agreement.

On March 14, 2013, PAREXEL International Corporation (the "Company") entered into an agreement (the "Agreement") to purchase shares of its common stock ("Common Stock") from J.P. Morgan Securities LLC, as agent for JPMorgan Chase Bank, National Association, London Branch ("JPMorgan"), for an aggregate purchase price of $50 million pursuant to an accelerated share purchase program. The Company is acquiring these shares as part of the stock repurchase plan that was announced on August 8, 2012. Under the stock repurchase plan, the Company's Board of Directors has authorized the Company to repurchase up to $200 million of the Company's outstanding shares of Common Stock, of which $100 million remained available for additional repurchases as of March 13, 2013.

Pursuant to the Agreement, on March 15, 2013, the Company paid $50 million to JPMorgan and received from JPMorgan 1,044,932 shares of Common Stock, representing 80 percent of the shares to be repurchased by the Company under the Agreement. The shares were repurchased at a price of $38.28 per share, which was the closing price of the Common Stock on March 14, 2013. These shares have been cancelled and restored to the status of authorized and unissued shares. The final number of shares to be delivered to the Company by JPMorgan under the Agreement at program maturity, net of the initial delivery, will be adjusted based on an agreed upon discount to the average of the daily volume weighted average price of the Common Stock during the term of the Agreement. If the number of shares to be delivered to the Company at maturity is less than the initial delivery of shares by JPMorgan, the Company would be required to remit shares or cash, at the Company's option, to JPMorgan in an amount equivalent to such shortfall.

The Agreement is subject to terms customary for a transaction of this type, including, but not limited to, (i) the mechanism used to determine the number of shares that will be delivered, (ii) the required timing of delivery of the shares, (iii) the circumstances under which JPMorgan is permitted to make adjustments to the transaction terms, (iv) the circumstances under which the Company could be required to deliver cash or shares (at the Company's option) to JPMorgan upon settlement of the transaction and (vi) various acknowledgements, representations and warranties made by the parties to one another.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.                     Description
10.1                            Letter Agreement Regarding Accelerated Share
                                Repurchase Program by and between PAREXEL
                                International Corporation and J.P. Morgan
                                Securities LLC, as agent for JPMorgan Chase
                                Bank, National Association, London Branch, dated
                                March 14, 2013.

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