-----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, JZ4qZXFSTinWp2c3K77eDPZJ/Nij40XbHb1RB+TyE6AA11PUB6pAG9NZ3XivTubN 87jr9U0XWerMx6QMLlpGgA== 0000950135-99-002510.txt : 19990511 0000950135-99-002510.hdr.sgml : 19990511 ACCESSION NUMBER: 0000950135-99-002510 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990510 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COVANCE INC CENTRAL INDEX KEY: 0001023131 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 223265977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-52041 FILM NUMBER: 99616320 BUSINESS ADDRESS: STREET 1: 210 CARNEGIE CENTER CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 6094528550 MAIL ADDRESS: STREET 1: CORNING PHARMACEUTICAL SERVICES INC STREET 2: 210 CARNEGIE CENTER CITY: PRINCETON STATE: NJ ZIP: 08540 FORMER COMPANY: FORMER CONFORMED NAME: CORNING PHARMACEUTICAL SERVICES INC DATE OF NAME CHANGE: 19960917 FILED BY: 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: SC 13D 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 SC 13D 1 FILER PAREXCEL / SUBJECT CO.- COVANCE, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (AMENDMENT NO. _____)(1) Covance Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 Par Value Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 222816100 - -------------------------------------------------------------------------------- (CUSIP Number) Carl F. Barnes, Esq. PAREXEL International Corporation 195 West Street Waltham, MA 02154 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 28, 1999 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 10 Pages) - ---------------------------------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 2 - -------------------------- -------------------------- CUSIP NO. 222816100 13D PAGE 2 OF 10 PAGES - -------------------------- -------------------------- SCHEDULE 13D - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON PAREXEL International Corporation I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 04-2776269 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] PURSUANT TO ITEMS 2(d) or 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Commonwealth of Massachusetts - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 5,867,077(1) ------------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY - 0 - EACH ------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 5,867,077(1) ------------------------------------------------------ 10 SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,867,077(1) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.0% of the Issuer's common stock (see footnote 1) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON * CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! (1) Pursuant to a certain stock option agreement dated as of April 28, 1999 between PAREXEL International Corporation ("PAREXEL") and Covance Inc. (the "Issuer") (the "Option Agreement") and described in Item 4 of this Schedule 13D, upon the occurrence of certain events specified in the Option Agreement, PAREXEL may acquire up to 10% of the issued and outstanding shares of common stock of Covance at the time of exercise. Since the exact number of shares of the Issuer common stock for which the Option may become exercisable cannot be determined until the time of exercise, 5,867,077 shares of common stock was used for purposes of this report, which is a number equal to 10% of the 3 - -------------------------- -------------------------- CUSIP NO. 222816100 13D PAGE 3 OF 10 PAGES - -------------------------- -------------------------- shares of common stock issued and outstanding as of April 28, 1999. The Stock Option Agreement is included as EXHIBIT 99.2 to this Schedule 13D and incorporated herein by reference. 4 - -------------------------- -------------------------- CUSIP NO. 222816100 13D PAGE 4 OF 10 PAGES - -------------------------- -------------------------- Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by PAREXEL International Corporation that it is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), or for any other purpose, and such beneficial ownership is expressly disclaimed. ITEM 1. SECURITY AND ISSUER. This statement on Schedule 13D relates to the Common Stock (the "Issuer Common Stock"), $.01 par value per share, of Covance Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 210 Carnegie Center, Princeton, NJ 08540. ITEM 2. IDENTITY AND BACKGROUND. The name of the person filing this statement is PAREXEL International Corporation, a Massachusetts corporation ("PAREXEL"). The address of the principal office and principal place of business of PAREXEL is 195 West Street, Waltham, MA 02154. The principal business of PAREXEL is the provision of clinical research and development services to the worldwide pharmaceutical, biotechnology and medical device industries. Set forth in SCHEDULE I attached hereto is a list of each of PAREXEL's directors and executive officers, as of the date hereof, their respective citizenship and the name, principal business and address of any corporation or other organization in which such employment is conducted. During the past five years, neither PAREXEL nor, to PAREXEL's knowledge, any person named in SCHEDULE I to this Schedule 13D, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Also, during the past five years, neither PAREXEL nor, to PAREXEL's knowledge, any person named in SCHEDULE I to this Schedule 13D, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS. Pursuant to an Agreement and Plan of Merger dated as of April 28, 1999 (the "Merger Agreement") among PAREXEL, the Issuer and CCJ Holding Corp. ("Merger Sub"), and subject to the conditions set forth therein (including applicable stockholder and regulatory approvals), Merger Sub will be merged with and into PAREXEL in accordance with the Merger Agreement (the "Merger"). At the effective time of the Merger (the "Effective Time"), PAREXEL shall become a wholly owned subsidiary of the Issuer and each share of PAREXEL Common Stock, $.01 par value per share ("PAREXEL Common Stock"), other than shares held in PAREXEL's treasury, owned by the Issuer or any wholly owned subsidiary of the Issuer or of PAREXEL, or held by stockholders of PAREXEL who exercise their appraisal rights under Massachusetts law, will be converted into the right to receive 1.184055 shares (the "Exchange Ratio") of Issuer's common stock, $.01 par value per share ("Issuer Common Stock"). The description of the Merger and the Merger Agreement contained in this Schedule 13D are qualified in their entirety by reference to the copy of the Merger Agreement included as EXHIBIT 99.1 to this Schedule 13D and incorporated herein by reference. This statement on Schedule 13D relates to an option granted to PAREXEL by the Issuer to purchase shares of Issuer Common Stock upon the occurrence of certain events as described in Item 4 below. 5 - -------------------------- -------------------------- CUSIP NO. 222816100 13D PAGE 5 OF 10 PAGES - -------------------------- -------------------------- ITEM 4. PURPOSE OF TRANSACTION. (a) - (b) As described more fully in Item 3 above, this statement on Schedule 13D relates to the Merger of Merger Sub with and into PAREXEL, with PAREXEL becoming a wholly owned subsidiary of the Issuer. In addition, the Issuer will assume certain of PAREXEL's stock plans and stock option agreements as of the effective time of the Merger (the "Effective Time"). The Merger Agreement contains representations and warranties on the part of PAREXEL, the Issuer and Merger Sub, and the consummation of the Merger is subject to closing conditions, including, without limitation, approval by the stockholders of PAREXEL and the Issuer. The Merger Agreement also contains covenants regarding the activities of the parties pending consummation of the Merger. Generally, each of the parties must conduct its business in the ordinary course consistent with past practice. In certain circumstances, upon a termination of the Merger Agreement a cash termination fee and expensed are required to be paid. The foregoing summary of the Merger is qualified in its entirety by reference to the copy of the Merger Agreement included as EXHIBIT 99.1 to this Schedule 13D and incorporated herein by reference. As an inducement to PAREXEL to enter into the Merger Agreement, PAREXEL and the Issuer entered into a certain stock option agreement dated as of April 28, 1999 (the "Stock Option Agreement"). The Stock Option Agreement grants PAREXEL an irrevocable option (the "Option") to purchase, under certain conditions, up to 10% of the issued and outstanding shares of common stock of the Issuer at the time of the exercise at a purchase price of $26.34 per share (the "Option Shares"), subject to adjustment in the event of changes in the Issuer's capitalization. PAREXEL may exercise the Option, once and only once, in whole or in part, at any time after the occurrence of an Exercise Event (as defined below); provided however, the Option shall terminate and be of no further force or effect upon the earliest to occur of (i) the consummation of the Merger and (ii) nine (9) months after the occurrence of an Exercise Event (unless prior thereto the Stock Option shall have been exercised in respect to all Option Shares) and (iii) the termination of the Merger Agreement other than a termination that gives rise to an Exercise Event. An "Exercise Event" means the termination of the Merger Agreement under any circumstances where a Parent Alternative Transaction Fee, as defined in the Merger Agreement, (i) has become payable by the Issuer to PAREXEL or (ii) would become payable by the Issuer to PAREXEL if within nine (9) months of such termination of the Merger Agreement, the Issuer enters into a definitive agreement with any third party with respect to a Parent Acquisition Proposal, as defined in the Merger Agreement or a transaction with respect to a Parent Acquisition Proposal is consummated by any third party. The foregoing summary of the Option is qualified in its entirety by reference to the copy of the Stock Option Agreement included as EXHIBIT 99.2 to this Schedule 13D and incorporated herein by reference. (c) Not applicable. (d) In accordance with the Merger Agreement, immediately following the Effective Time, the Issuer shall increase the number of directors serving on its Board of Directors from eight (8) to thirteen (13), eight of whom shall be directors appointed by the Issuer and five of whom shall be appointed by PAREXEL. In addition, in accordance with the Merger Agreement, 6 - -------------------------- -------------------------- CUSIP NO. 222816100 13D PAGE 6 OF 10 PAGES - -------------------------- -------------------------- immediately following the Effective Time, the current Chairmen of PAREXEL and the Issuer shall serve as Co-Chairmen of the Issuer, the current Chief Executive Officer of the Issuer shall serve as Chief Executive Officer of the Issuer and the current Chief Executive Officer of PAREXEL shall serve as President of the Issuer. (e) Other than as a result of the Merger described in Item 3 above, not applicable. (f) Not applicable. (g) Not applicable. (h) - (i) Other than as a result of the Merger described in Item 3 above, not applicable. (j) Other than as described above, PAREXEL currently has no plan or proposals which relate to, or may result in, any of the matters listed in Items 4(a) - (j) of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) - (b) If the Option becomes exercisable, PAREXEL will have the right to acquire up to 10% of the issued and outstanding shares of common stock of the Issuer at the time of exercise. Since the exact number of shares of Issuer common stock for which the option may become exercisable cannot be determined until the time of exercise, 5,867,077 shares of common stock was used for purposes of this report, which is a number equal to 10% of the shares of common stock issued and outstanding as of April 28, 1999. Based on the shares of Issuer common stock issued and outstanding as of April 28, 1999, if PAREXEL exercises the Option, it would have sole voting and dispositive power over such shares. To PAREXEL's knowledge, no shares of Issuer common stock are beneficially owned by any of the persons named in SCHEDULE I. (c) Neither PAREXEL, nor, to PAREXEL's knowledge, any person named in SCHEDULE I, has effected any transaction in the Issuer Common Stock during the past 60 days. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Other than as described herein and the Merger Agreement and other agreements contemplated thereby, to PAREXEL's knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. 7 - -------------------------- -------------------------- CUSIP NO. 222816100 13D PAGE 7 OF 10 PAGES - -------------------------- -------------------------- ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit No. Description ----------- ----------- 99.1 Agreement and Plan of Merger dated as of April 28, 1999 among Covance, Inc., CCJ Holding Corp. and PAREXEL International Corporation (Incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K dated May 4, 1999). 99.2 Stock Option Agreement, dated as of April 28, 1999, between PAREXEL International Corporation, as grantee, and Covance Inc., as issuer (Incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K dated May 4, 1999). 8 - -------------------------- -------------------------- CUSIP NO. 222816100 13D PAGE 8 OF 10 PAGES - -------------------------- -------------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: May 10, 1999 PAREXEL INTERNATIONAL CORPORATION /s/ William T. Sobo, Jr. ------------------------------------- By: William T. Sobo, Jr. Title: Senior Vice President and Chief Financial Officer 9 - -------------------------- -------------------------- CUSIP NO. 222816100 13D PAGE 9 OF 10 PAGES - -------------------------- -------------------------- SCHEDULE I
Name and Address of any Corporation or Other Organization in Principal Occupation Name Which Employment is Conducted or Employment Citizenship ---- ----------------------------- ------------- ----------- Josef H. von Rickenbach PAREXEL International Corporation Chairman, Chief Executive Officer and Switzerland 195 West Street President Waltham, MA 02154 William T. Sobo PAREXEL International Corporation Senior Vice President, Chief Financial U.S. 195 West Street Officer and Treasurer Waltham, MA 02154 James M. Karis PAREXEL International Corporation President, Contract Research Services U.S. 195 West Street and Chief Operating Officer Waltham, MA 02154 Barry R. Philpott PAREXEL International Corporation President, PAREXEL Consulting Group U.K. River Court 50 Oxford Road Denham, Uxbridge Middlesex, UB94DL United Kingdom A. Joseph Eagle PAREXEL PPS Europe Ltd. President, Medical Marketing Services U.K. Wicker House, High Street and Managing Director, PAREXEL MMS Worthing, West Sussex Europe Limited BN11 1DJ United Kingdom Werner M. Herrmann PAREXEL GmbH Senior Vice President Germany Klinikum Westend, Haus 18 Spandauer Damm 130 14050 Berlin, Germany Paule Dapres, M.D PAREXEL International SARL Senior Vice President France 124/126, rue de Provence 75008 Paris, France A. Dana Callow Boston Millennia Partners Managing Director U.S. 30 Rowes Wharf Boston, MA 02110 Patrick J. Fortune New Era of Networks President & Chief Operating Officer U.S. 7400 East Orchard Road, Suite 170 Englewood, CO 80111 James A. Saalfield Still River Management Company President U.S. 100 Federal Street, 29 Floor Boston, MA 02110 Serge Okun PST Schweiz AG President & Chief Executive Officer Switzerland Ruessen Strasse 18 Baar-Walterswil 6340 Switzerland
10 - -------------------------- -------------------------- CUSIP NO. 222816100 13D PAGE 10 OF 10 PAGES - -------------------------- -------------------------- EXHIBIT INDEX Exhibit No. Description ----------- ----------- 9.1 Agreement and Plan of Merger dated as of April 28, 1999 among Covance, Inc., CCJ Holding Corp. and PAREXEL International Corporation (Incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K dated May 4, 1999). 99.2 Stock Option Agreement, dated as of April 28, 1999, between PAREXEL International Corporation, as grantee, and Covance Inc., as issuer (Incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K dated May 4, 1999). -----END PRIVACY-ENHANCED MESSAGE-----