PRXL » Topics » CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

This excerpt taken from the PRXL DEF 14A filed Oct 28, 2009.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
Our written Code of Business Conduct and Ethics sets forth the general principal that our directors, officers and employees must act in the best interests of the Company and its shareholders and must refrain from engaging in any activity that presents a conflict of interest or having a personal interest that presents a conflict of interest. A conflict of interest is described in the Code as a party having an interest that prevents him or her from performing his or her duties and responsibilities to the Company honestly, objectively and effectively. If an actual or potential conflict of interest or related party transaction involving one of our executive officers or directors develops for any reason, that individual must immediately report such matter to our Board. The Audit and Finance Committee will review all related party transactions on an ongoing basis and must approve all such transactions.


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There may be times when a commercial relationship involving our directors, executive officers or their family members is beneficial to us or is not likely to raise material conflict of interest issues. Our Code of Business Conduct and Ethics provides the following prohibitions for certain types of relationships:
 
  •  directors, officers and employees may not perform services for, or have a financial interest in (other than less than 1% of the outstanding shares of a publicly-held company), one of our competitors;
 
  •  directors, officers and employees may not use their position with the Company to influence a transaction with a supplier or customer in which they have a personal interest (other than less than 1% of the outstanding shares of a publicly-held company); and
 
  •  directors, officers and employees may not supervise, review or influence the job evaluation or compensation of a member of their family.
 
There were no conflicts of interest or related party transactions during Fiscal Year 2009.
 
This excerpt taken from the PRXL DEF 14A filed Oct 28, 2008.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
Our written Code of Business Conduct and Ethics sets forth the general principal that our directors, officers and employees must act in the best interests of the Company and its shareholders and must refrain from engaging in activity or having a personal interest that presents a conflict of interest. A conflict of interest is described as a party having an interest that prevents him or her from performing his or her duties and responsibilities to the Company honestly, objectively and effectively. If an actual or potential conflict of interest or related party transaction involving one of our executive officers or directors develops for any reason, that individual must immediately report such matter to our Board. The Audit and Finance Committee will review all related party transactions on an ongoing basis and must approve all such transactions.


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Table of Contents

There may be times when a commercial relationship involving our directors, executive officers or their family members is beneficial to us or is not likely to raise material conflict of interest issues. Our Code of Business Conduct and Ethics provides the following prohibitions for certain types of relationships:
 
  •  directors, officers and employees may not perform services for, or have a financial interest in (other than less than 1% of the outstanding shares of a publicly-held company), one of our competitors;
 
  •  directors, officers and employees may not use their position with the Company to influence a transaction with a supplier or customer in which they have a personal interest (other than less than 1% of the outstanding shares of a publicly-held company); and
 
  •  directors, officers and employees may not supervise, review or influence the job evaluation or compensation of a member of their family.
 
There were no conflicts of interest or related party transactions during fiscal year 2008.
 
This excerpt taken from the PRXL DEF 14A filed Oct 26, 2007.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
On August 22, 2005, PAREXEL acquired all of the shares held by minority stockholders of Perceptive Informatics, Inc. (“Perceptive”), its information technology subsidiary, and now owns all of the outstanding common stock of Perceptive. This acquisition was effected through a “short-form” merger of PIC Acquisition, Inc., an indirect subsidiary of PAREXEL and, prior to the merger, the owner of 97.8% of the outstanding common stock of Perceptive, with Perceptive. Under the terms of the merger, PAREXEL paid an aggregate of approximately $4.8 million in cash to the minority stockholders for their shares of common stock. PAREXEL also made payments totaling $1.6 million to certain employees of Perceptive on the first anniversary of the effective date of the merger, including $500,000 to Mark A. Goldberg, President, Clinical Research Services and Perceptive Informatics.


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The terms and conditions of the merger were established and approved by a special committee of the Board of Directors of PAREXEL consisting of Richard L. Love and William U. Parfet, two independent directors of PAREXEL having no interests in Perceptive. Mr. Parfet resigned from the Board effective May 1, 2006.
 
This excerpt taken from the PRXL DEF 14A filed Oct 30, 2006.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
On August 22, 2005, PAREXEL acquired all of the shares held by minority stockholders of Perceptive Informatics, Inc. (“Perceptive”), its information technology subsidiary, and now owns all of the outstanding common stock of Perceptive. This acquisition was effected through a “short-form” merger of PIC Acquisition, Inc., an indirect subsidiary of PAREXEL and, prior to the merger, the owner of 97.8% of the outstanding common stock of Perceptive, with Perceptive. Under the terms of the merger, PAREXEL paid an aggregate of approximately $4.8 million in cash to the minority stockholders for their shares of common stock.


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In connection with the merger, the holders of shares of Perceptive common stock received $1.65 in cash for each share of Perceptive stock that they held. The executive officers and Directors of PAREXEL listed below held shares of Perceptive common stock prior to the merger. These executive officers and Directors received the following amounts with respect to their shares of Perceptive common stock.
 
         
    Cash Merger
 
Executive Officer/Director
  Consideration  
 
A. Dana Callow, Jr. 
  $ 54,999  
Mark A. Goldberg, M.D. 
  $ 44,001  
Serge Okun
  $ 57,750  
Josef H. von Rickenbach
  $ 110,001  
James F. Winschel, Jr. 
  $ 109,999  
 
In addition, under the terms of the merger, PAREXEL assumed all outstanding stock options under Perceptive’s stock incentive plan. As a result, the holders of Perceptive stock options became entitled to receive upon exercise of such options $1.65 in cash, without interest, for each share of Perceptive common stock that was subject to such options immediately prior to the merger. None of the other terms and conditions of the Perceptive stock options were changed. The stock options will continue to be exercisable only upon payment of the exercise price of such options and to be subject to the vesting schedule to which such stock options were subject immediately prior to the merger.
 
The executive officers and directors of PAREXEL listed below held in-the-money stock options to purchase Perceptive common stock immediately prior to the merger. The table below sets forth for each such executive officer and Director the maximum cash proceeds that each such executive officer and Director may receive upon exercise of such stock options assuming that these options vest in full (as determined by multiplying (i) the number of shares that were subject to such stock options immediately prior to the merger and (ii) an amount equal to the excess of $1.65 over the exercise price of such options).
 
         
    Maximum Net
 
Executive Officer/Director
  Cash Proceeds  
 
A. Dana Callow, Jr. 
  $ 31,766  
A. Joseph Eagle
  $ 31,765  
Patrick J. Fortune, PhD. 
  $ 31,765  
Mark A. Goldberg, M.D. 
  $ 655,400  
Serge Okun
  $ 31,765  
Ulf Schneider, PhD. 
  $ 13,500  
Carl A. Spalding
  $ 90,000  
Josef H. von Rickenbach
  $ 317,700  
James F. Winschel, Jr. 
  $ 18,000  


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PAREXEL also made payments totaling $1.6 million to certain employees of Perceptive on the first anniversary of the effective date of the merger, including $500,000 to Mark Goldberg, President, Clinical Research Services and Perceptive Informatics.
 
The terms and conditions of the merger were established and approved by a special committee of the Board of Directors of PAREXEL consisting of Richard L. Love and William U. Parfet, two independent directors of PAREXEL having no interests in Perceptive. Mr. Parfet resigned from the Board effective May 1, 2006.
 
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