11-K 1 b55674pie11vk.htm PAREXEL INTERNATIONAL CORPORATION FORM 11-K PAREXEL International Corporation Form 11-K
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UNITED STATES
AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 11-K

     
 
  (Mark One)
 
   
þ
  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
   
 
  For the fiscal year ended December 31, 2004
 
   
 
  OR
 
   
o
  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                         to                                        

Commission file number 0-27058

PAREXEL International Corporation 401(k) Retirement Savings Plan
(Full Title of the Plan)

PAREXEL International Corporation

200 West Street
Waltham, MA 02451
(Name of Issuer of the Securities Held Pursuant to the
Plan and the Address of its Principal Executive Offices)
 
 

 


Table of Contents

Audited Financial Statements and
Supplemental Schedule

PAREXEL International Corporation 401(k) Retirement Savings Plan
Year Ended December 31, 2004

 


PAREXEL International Corporation 401(k) Retirement Savings Plan

Audited Financial Statements and Supplemental Schedule

Year Ended December 31, 2004

Contents

         
    1  
 
       
Audited Financial Statements
       
 
       
    2  
    3  
    4  
 
       
Supplemental Schedule
       
 
       
    8  
 Ex-23 Consent of Ernst & Young LLP

 


Table of Contents

Report of Independent Registered Public Accounting Firm

The Plan Administrator and Participants
PAREXEL International Corporation 401(k) Retirement Savings Plan

We have audited the accompanying statements of net assets available for benefits of PAREXEL International Corporation 401(k) Retirement Savings Plan as of December 31, 2004 and 2003, and the related statement of changes in net assets available for benefits for the year ended December 31, 2004. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2004 and 2003, and the changes in its net assets available for benefits for the year ended December 31, 2004, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2004, is presented for purposes of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

ERNST & YOUNG LLP

Boston, Massachusetts
May 12, 2005

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PAREXEL International Corporation 401(k) Retirement Savings Plan

Statements of Net Assets Available for Benefits

                 
    December 31  
    2004     2003  
Assets
               
Investments, at fair value:
               
Fidelity Magellan Fund
  $ 13,130,168     $ 12,931,090  
Fidelity Blue Chip Growth Fund
    10,257,053       9,847,135  
Fidelity Contrafund
    9,567,219       8,093,957  
Fidelity Fund
    7,623,919       7,758,204  
Fidelity Diversified International Fund
    7,269,613       5,669,103  
Fidelity Asset Manager Portfolio
    4,854,675       4,776,886  
Fidelity Intermediate Bond Fund
    3,955,699       4,058,066  
Fidelity Retirement Money Market Portfolio
    3,809,800       4,547,873  
Fidelity Balanced Fund
    2,374,134       1,741,414  
Fidelity Low-Priced Stock Fund
    1,344,474       347,110  
Oakmark Fund
    748,899       180,596  
Fidelity Freedom 2020 Fund
    720,975       517,398  
Fidelity Small Cap Stock Fund
    720,091       97,075  
Artisan Mid Cap Fund
    698,334       64,657  
Fidelity Freedom 2030 Fund
    688,317       615,324  
Fidelity Freedom 2010 Fund
    619,611       492,341  
Fidelity Freedom 2040 Fund
    408,963       293,296  
Fidelity Freedom Income Fund
    279,320       240,645  
Fidelity Freedom 2000 Fund
    145,083       126,167  
PAREXEL International Stock Fund
    77,974       46,574  
Fidelity Freedom 2035 Fund
    27,830        
Fidelity Freedom 2015 Fund
    1,030        
Fidelity Freedom 2025 Fund
    623        
Fidelity Freedom 2005 Fund
    49        
Participants’ Loans
    903,660       871,327  
     
Total investments
    70,227,513       63,316,238  
 
               
Receivables:
               
Participants’ contributions
    244,576       260,938  
Employer contribution
    70,619        
     
Total receivables
    315,195       260,938  
     
 
               
Net assets available for benefits
  $ 70,542,708     $ 63,577,176  
     

See accompanying notes.

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PAREXEL International Corporation 401(k) Retirement Savings Plan

Statement of Changes in Net Assets Available for Benefits

Year Ended December 31, 2004

         
Additions
       
Contributions:
       
Participants
  $ 7,663,252  
Employer
    1,969,316  
Rollovers
    614,876  
 
     
 
    10,247,444  
 
       
Net appreciation in fair value of investments
    4,824,632  
Dividends and interest income
    1,046,486  
 
     
Total additions
    16,118,562  
 
       
Deductions
       
Benefits paid directly to participants
    9,103,329  
Administrative expenses
    49,701  
 
     
Total deductions
    9,153,030  
 
     
 
       
Net increase
    6,965,532  
Net assets available for benefits at beginning of year
    63,577,176  
 
     
 
       
Net assets available for benefits at end of year
  $ 70,542,708  
 
     

See accompanying notes.

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PAREXEL International Corporation 401(k) Retirement Savings Plan

Notes to Financial Statements

December 31, 2004

1. Description of the Plan

The following description of the PAREXEL International Corporation (the Company) 401(k) Retirement Savings Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution 401(k) profit sharing plan established effective January 1, 1988. It is subject to the provisions of the Internal Revenue Code of 1986, as amended, (the Code) and the Employee Retirement Income Security Act of 1974 (ERISA).

The Plan covers all full-time, part-time, and temporary employees of the Company who are age 21 or older.

On October 1, 2004, the Company acquired Telephone Concepts Unlimited, Inc. dba Integrated Marketing Concepts. Subsequently, effective April 1, 2005, the Telephone Concepts Unlimited, Inc. 401(k) Salary Reduction Plan was merged into the Plan. Total plan assets amounting to $334,418 were received by the Plan.

Effective October 1, 2003, the Company’s common stock became a permitted investment option for participants.

Contributions

Participants may contribute up to 60% of their annual compensation, as defined and including 100% cash bonuses, subject to Internal Revenue Service (IRS) limitations. Participants may also contribute amounts representing distributions to other qualified defined benefit or defined contribution plans.

The Company matches an amount equal to 100% of the first 3% of compensation contributed by each participant, not to exceed $3,000 per participant per annum. In addition, the Company may make a discretionary contribution to be allocated to eligible participants in the ratio that each eligible participant’s compensation bears to the total compensation paid to all eligible participants for the plan year. During the plan year ended December 31, 2004, no discretionary contribution was made to the Plan by the Company.

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1. Description of the Plan (continued)

Participant Accounts

Participant accounts are maintained by an independent recordkeeper, Fidelity Retirement Investment Services. Each participant’s account is credited with the participant’s contributions, Company matching contributions, an allocation of Plan earnings (losses), and is charged with an allocation of administrative expenses, as applicable. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s account.

Vesting

Participants are immediately vested in their voluntary contributions, plus actual earnings thereon. Vesting in Company contributions and earnings thereon is based on years of continuous service. Each participant vests in 20% increments for each of the first five years of credited service, as defined.

Forfeitures of terminated participants’ nonvested accounts can be used to reduce future Company contributions to the Plan. During the year ended December 31, 2004, forfeitures used to offset Company contributions amounted to $593,260 and $38,090 were used to pay administrative fees. At December 31, 2004 and 2003, forfeited nonvested amounts available to offset future Company contributions amounted to $201,042 and $266,055, respectively.

Participant Loans

A participant may borrow from his or her account an amount at a minimum of $1,000, but not to exceed the lesser of $50,000 or 50% of his or her vested account balance. Loans are secured by the balance in the participant’s account and bear interest at a rate commensurate with local market rates for similar loans. Loans must be repaid within five years, unless the loan is for the purchase of a primary residence, in which case it is repayable in ten years. Principal and interest are paid ratably through payroll deductions.

Benefits

A participant’s account is payable in a lump-sum amount equal to the vested value of his or her account upon termination of service, retirement or early retirement, if elected, death, permanent or total disability, or age 59 1/2. In-service withdrawals may be made in the event of a financial hardship, yet will result in the suspension of all contributions for 12 months.

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1. Description of the Plan (continued)

Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of a Plan termination, participants will become 100% vested in their accounts.

2. Summary of Significant Accounting Policies

Basis of Accounting

The financial statements have been prepared on the accrual basis of accounting.

Investment Valuation and Income Recognition

Investments in mutual funds are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year end. The Company stock is valued based upon quoted market prices. Participant loans are valued at their outstanding balances, which approximate fair value.

Security transactions are accounted for on trade-date basis and realized gains and losses on investments are calculated as the difference between the cost of the investment shares sold and the market value of the shares sold. The net appreciation in the fair value of investments reported in the statement of changes in net assets available for benefits includes realized and unrealized gains and losses on investments. Investment income is recorded on the accrual basis. Dividends are recorded as of the ex-dividend date.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Expenses

All Plan expenses are paid by the Company, except those relating to recordkeeping fees and participant loans, which are allocated to the individual participants’ accounts.

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3. Investments

During the year ended December 31, 2004, the Plan’s investments (including investments bought, sold and held during the year) appreciated in value as follows:

         
Mutual funds
  $ 4,813,816  
Stock funds
    10,816  
 
     
 
       
Net appreciation in fair value of investments
  $ 4,824,632  
 
     

4. Risks and Uncertainties

The Plan and its participants invest in various investment securities. Investment securities are exposed to various risks such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

5. Income Tax Status

The underlying nonstandardized prototype plan has received an opinion letter from the Internal Revenue Service (IRS), dated December 5, 2001, stating that the form of the Plan is qualified under Section 401 of the Internal Revenue Code, and therefore, the related trust is tax exempt. In accordance with Revenue Procedure 2002-6 and Announcement 2001-77, the Plan Sponsor has determined that it is eligible to and has chosen to rely on the current IRS prototype plan opinion letter. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt.

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Supplemental Schedule

 


Table of Contents

PAREXEL International Corporation 401(k) Retirement Savings Plan

EIN No. 04-2776269 Plan No. 001

Schedule H, Line 4i – Schedule of Assets (Held at End of Year)

December 31, 2004

                 
    Description of Investment,        
    Including Maturity Date,        
Identity of Issuer, Borrower,   Rate of Interest, Collateral,     Current  
Lessor, or Similar Party   Par or Maturity Value     Value  
*Fidelity Magellan Fund
  $126,507 shares   $ 13,130,168  
*Fidelity Blue Chip Growth Fund
  245,913 shares     10,257,053  
*Fidelity Contrafund
  168,615 shares     9,567,219  
*Fidelity Fund
  255,151 shares     7,623,919  
*Fidelity Diversified International Fund
  253,827 shares     7,269,613  
*Fidelity Asset Manager Portfolio
  299,486 shares     4,854,675  
*Fidelity Intermediate Bond Fund
  376,017 shares     3,955,699  
*Fidelity Retirement Money Market Portfolio
  3,809,800 shares     3,809,800  
*Fidelity Balanced Fund   133,228 shares     2,374,134  
*Fidelity Low-Priced Stock Fund
  33,403 shares     1,344,474  
Oakmark Fund
  17,929 shares     748,899  
*Fidelity Freedom 2020 Fund
  51,646 shares     720,975  
*Fidelity Small Cap Stock Fund
  39,652 shares     720,091  
Artisan Mid Cap Fund
  23,624 shares     698,334  
*Fidelity Freedom 2030 Fund
  48,886 shares     688,317  
*Fidelity Freedom 2010 Fund   45,493 shares     619,611  
*Fidelity Freedom 2040 Fund   49,451 shares     408,963  
*Fidelity Freedom Income Fund
  24,784 shares     279,320  
*Fidelity Freedom 2000 Fund   12,010 shares     145,083  
*PAREXEL International Stock Fund   3,841 shares     77,974  
*Fidelity Freedom 2035 Fund
  2,433 shares     27,830  
*Fidelity Freedom 2015 Fund
  93 shares     1,030  
*Fidelity Freedom 2025 Fund
  55 shares     623  
*Fidelity Freedom 2005 Fund
  4 shares     49  
*Participant loans
  5% to 10%     903,660  
 
             
 
 
          $ 70,227,513  
 
             

 
*Indicates party-in-interest to the Plan.

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Signatures

Pursuant to the requirements of the Securities and Exchange Act of 1934, the PAREXEL International Corporation 401(k) Retirement Savings Plan has duly caused this annual report to be signed on its behalf by the undersigned hereto duly authorized.

         
Date: June 29, 2005
  By:   /s/ Michael Brandt
 
       
 
      Michael Brandt
 
      Vice President, Human Resources

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Index to Exhibits

     
Exhibit No.    
23
  Consent of Independent Registered Public Accounting Firm

10