-----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, AmklpPfmBexcSxifvuVqOcmh0VluHpmUjKE48zTJ88bkxgEUJPvD6MWPI0RYEm71 7Vc8O1Ya4oB4jmL7+tN7Eg== 0000927016-98-000228.txt : 19980128 0000927016-98-000228.hdr.sgml : 19980128 ACCESSION NUMBER: 0000927016-98-000228 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980112 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980127 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARAMETRIC TECHNOLOGY CORP CENTRAL INDEX KEY: 0000857005 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 042866152 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-18059 FILM NUMBER: 98514057 BUSINESS ADDRESS: STREET 1: 128 TECHNOLOGY DR CITY: WALTHAM STATE: MA ZIP: 02154 BUSINESS PHONE: 7813985000 MAIL ADDRESS: STREET 1: 128 TECHNOLOGY CORP CITY: WALTHAM STATE: MA ZIP: 02154 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): JANUARY 12, 1998 PARAMETRIC TECHNOLOGY CORPORATION (Exact name of registrant as specified in its charter) MASSACHUSETTS 0-18059 04-2866152 (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification No.) 128 TECHNOLOGY DRIVE, WALTHAM, MASSACHUSETTS 02154 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (781) 398-5000 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. - ------- ------------------------------------ On January 12, 1998, Parametric Technology Corporation ("Parametric") completed its acquisition of Computervision Corporation ("Computervision"). The acquisition was structured as a merger (the "Merger") of a wholly owned subsidiary of Parametric with and into Computervision pursuant to an Agreement and Plan of Reorganization (the "Merger Agreement") dated as of November 3, 1997. The Merger was a tax-free reorganization and is being accounted for as a pooling of interests. As consideration for the Merger, the stockholders of Computervision received 0.0866 share of common stock, $.01 par value, of Parametric ("Parametric Common Stock") in exchange for each of their shares of common stock, $.01 par value, of Computervision. Cash is payable in lieu of any fractional shares of Parametric Common Stock otherwise issuable in the Merger for a price equal to the fraction times $46.7627. Outstanding employee and director options to purchase shares of Computervision Common Stock were automatically converted into Parametric options at the same exchange ratio. The number of shares of Parametric Common Stock delivered as the merger consideration was determined through arms-length negotiation between the parties. There was no material relationship between Computervision or its stockholders and Parametric or any of its affiliates, directors or officers, or any associate of a Parametric director or officer. The assets acquired in the Merger were used by Computervision in the business of developing, producing and marketing software and providing support services that are designed to aid manufacturing companies in enhancing their product development and manufacturing processes. Parametric intends that Computervision, as a wholly owned subsidiary of Parametric, will operate in the same business. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. ------------------------------------------------------------------ (a) Financial Statements of Business Acquired. To be filed by amendment. (b) Pro Forma Financial Information. To be filed by amendment. (c) Exhibits: 2.1 Agreement and Plan of Reorganization dated November 3, 1997 by and among Parametric Technology Corporation, PTC Acquisition Corporation and Computervision Corporation. Previously filed as Exhibit 2.1 to Parametric's Current Report on Form 8-K dated November 3, 1997 and incorporated herein by reference. 99.1 Press release, dated January 12, 1998. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PARAMETRIC TECHNOLOGY CORPORATION Date: January 26, 1998 By: /s/ Edwin J. Gillis ----------------------------------------- Edwin J. Gillis Executive Vice President, Chief Financial Officer and Treasurer -3- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ------- ----------- 2.1 Agreement and Plan of Reorganization dated November 3, 1997 by and among Parametric Technology Corporation, PTC Acquisition Corporation and Computervision Corporation. Previously filed as Exhibit 2.1 to Parametric's Current Report on Form 8-K dated November 3, 1997 and incorporated herein by reference. 99.1 Press release, dated January 12, 1998. EX-99 2 PRESS RELEASE, DATED JANUARY 12, 1998 EXHIBIT 99 FOR IMMEDIATE RELEASE --------------------- Investor Relations Contact: Public Relations Contact: John W. Hudson Anne Shannon Parametric Technology Corp. Parametric Technology Corp. (781) 398-5561 (781) 398-5628 PARAMETRIC TECHNOLOGY COMPLETES COMPUTERVISION MERGER WALTHAM, Mass., January 12, 1998 -- Parametric Technology Corporation (NASDAQ: PMTC) today completed its previously announced merger with Computervision Corporation (NYSE: CVN), effective at the close of trading. The merger followed approval by Computervision's shareholders at a special meeting held this morning. Computervision will now operate as a wholly owned subsidiary of Parametric Technology. In connection with the merger, Parametric Technology will issue approximately 5.8 million shares of PTC common stock, based on an exchange ratio of .0866 shares of PTC stock for each share of Computervision stock. "Parametric Technology's strategic acquisition of Computervision is a strong positive for customers and shareholders alike," said Steven C. Walske, chairman and chief executive officer of Parametric Technology. "The completed acquisition immediately elevates our global business presence into the highest levels of the automotive and aerospace industries. It also underscores our serious commitment to end-to-end product development solutions at the enterprise level, and it solidifies our status as a truly world-class business partner to our customers. We look forward to building on the successful customer relationships that Computervision has fostered over the past 27 years." By completing its merger with Computervision, Parametric Technology Corporation now becomes the world's sixth largest independent software company and remains the CAD/CAM/CAE industry's leading supplier of software tools used to automate the mechanical development of a product from its conceptual design through production. Worldwide, more than 15,000 companies employ PTC's integrated software technologies to reduce time to market, improve engineering processes, and optimize product quality. Parametric Technology's growth strategy emphasizes technological leadership, aggressive price/performance, hardware independence, worldwide distribution, and extensive customer support. -----END PRIVACY-ENHANCED MESSAGE-----