-----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, OtpLhXj6TkUD5hMDE24VHkDovgOK7PSsUiahyNgVuc7IAY8oirinaFwjc3BIuiWl L0Y7Bm5Vc1YkNCQsrj9YaQ== 0000927016-98-002306.txt : 19980609 0000927016-98-002306.hdr.sgml : 19980609 ACCESSION NUMBER: 0000927016-98-002306 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980608 EFFECTIVENESS DATE: 19980608 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: S-8 SEC ACT: SEC FILE NUMBER: 333-56287 FILM NUMBER: 98643953 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 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on June 8, 1998 Registration No. ______________________ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PARAMETRIC TECHNOLOGY CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Massachusetts 04-2866152 ------------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 128 Technology Drive, Waltham, MA 02154 --------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) 1997 NONSTATUTORY STOCK OPTION PLAN ----------------------------------- (Full title of Plan) Edwin J. Gillis Executive Vice President of Finance & Administration, CFO and Treasurer Parametric Technology Corporation 128 Technology Drive Waltham, Massachusetts 02154 ---------------------------- (Name and address of agent for service) (781) 398-5000 -------------- (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE -------------------------------
Proposed Proposed Title of securities Amount to be maximum offering maximum aggregate Amount of to be registered registered price per share offering price registration fee - --------------------- ------------------- ---------------- ----------------- ---------------- Common Stock, 12,000,000 shares (1) $30.375 (2) $364,500,000 (2) $107,527.50 $.01 par value
- -------------------------------------------------------------------------------- (1) This Registration Statement registers shares to be offered by Registrant pursuant to its 1997 Nonstatutory Stock Option Plan. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, and based on the average of the high and low sale prices of the Common Stock as reported by the Nasdaq Stock Market's National Market on June 1, 1998. Page 1 of 9 Pages Exhibit Index on Page 5 STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE REGISTRATION STATEMENT. Pursuant to General Instruction E to Form S-8, the contents of the Registration Statement on Form S-8 of Parametric Technology Corporation (the "Company"), as filed with the Securities and Exchange Commission (the "Commission") on June 4, 1997 (Commission File No. 333-28495) (the "Original Registration Statement"), relating to the registration of 5,000,000 shares of the Company's Common Stock, $.01 par value per share (the "Common Stock"), authorized for issuance under the Company's 1997 Nonstatutory Stock Option Plan (the "1997 Plan"), is incorporated by reference in its entirety herein. Since the filing of the Original Registration Statement, one Registration Statement on Form S-8 has been filed with the Commission on October 24, 1997 (Commission File No. 333-38629) relating to the registration of 1,200,000 additional shares of Common Stock for issuance under the 1997 Plan. This Registration Statement provides for the registration of an additional 12,000,000 shares of Common Stock authorized for issuance under the 1997 Plan. All Common Stock share numbers in this Form S-8 have been adjusted to reflect the one-for-one stock dividend on all issued and outstanding shares of Common Stock (excluding shares held in the Company's treasury) declared by the Company's Board of Directors on February 12, 1998 and effective on March 6, 1998. 2 SIGNATURES ---------- Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waltham, Massachusetts, on the 5th day of June, 1998. PARAMETRIC TECHNOLOGY CORPORATION By: /s/ Steven C. Walske --------------------- Steven C. Walske Chief Executive Officer and Chairman of the Board POWER OF ATTORNEY ----------------- We, the undersigned officers and directors of Parametric Technology Corporation, hereby severally constitute C. Richard Harrison, Edwin J. Gillis, Martha L. Durcan, Esq., and Mathew C. Dallett, Esq., and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and behalf in our capacities as officers and directors to enable Parametric Technology Corporation to comply with all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by said attorneys, or any of them, to said registration statement and any and all amendments thereto. WITNESS our hands and common seal on the date set forth below. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- (i) Principal Executive Officer: /s/ Steven C. Walske Chief Executive June 5, 1998 --------------------- Officer and Chairman Steven C. Walske of the Board (ii) Principal Financial and Accounting Officer: /s/ Edwin J. Gillis Executive Vice June 5, 1998 -------------------- President of Finance Edwin J. Gillis & Administration, Chief Financial Officer and Treasurer 3 Signature Title Date --------- ----- ---- (iii) Board of Directors: /s/ Steven C. Walske Director June 5, 1998 --------------------- Steven C. Walske /s/ C. Richard Harrison Director May 20, 1998 ------------------------ C. Richard Harrison /s/ Robert N. Goldman Director June 5, 1998 ---------------------- Robert N. Goldman /s/ Donald K. Grierson Director May 20, 1998 ----------------------- Donald K. Grierson /s/ Noel G. Posternak Director June 5, 1998 ---------------------- Noel G. Posternak /s/ Michael E. Porter Director June 5, 1998 ---------------------- Michael E. Porter /s/ Oscar B. Marx, III Director June 5, 1998 ----------------------- Oscar B. Marx, III 4 EXHIBIT INDEX
Exhibit Number Description Page - ------ ----------- ---- 4.1(a) Restated Articles of Organization. Filed * as Exhibit 3.1 to the Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 1996 and incorporated herein by reference. 4.1(b) Articles of Amendment to Restated Articles * of Organization of the Registrant. Filed as Exhibit 4.1(b) to the Company's Registration Statement on Form S-8 (File No. 333-22169) and incorporated herein by reference). 4.2 By-Laws, as amended and restated, of the * Registrant. Filed as Exhibit 3.2 to the Annual Report on Form 10-K for the fiscal year ended September 30, 1996 and incorporated herein by reference. 5.1 Opinion of Palmer & Dodge as to the legality of the 6 securities registered hereunder. 23.1 Consent of Palmer & Dodge (included in Exhibit 5.1). 23.2 Consent of Coopers & Lybrand L.L.P. 7 23.3 Consent of Price Waterhouse LLP 8 23.4 Consent of Arthur Andersen LLP 9 24.1 Power of Attorney (contained on the signature page hereto).
- ----------------------- * Incorporated by reference 5 EX-5.1 2 OPINION OF PALMER & DODGE EXHIBIT 5.1 Palmer & Dodge LLP One Beacon Street, Boston, MA 02108-3190 Telephone: (617) 573-0100 Facsimile: (617) 227-4420 June 5, 1998 Parametric Technology Corporation 128 Technology Drive Waltham, MA 02154 Ladies and Gentlemen: We have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission relating to 12,000,000 shares of Common Stock, $.01 par value per share (the "Shares"), of Parametric Technology Corporation, a Massachusetts corporation (the "Company"), issuable upon exercise of options granted or to be granted under the Company's 1997 Non Statutory Stock Option Plan (the "Plan"). It is our opinion that the Shares have been duly authorized for issuance and, when issued in accordance with the terms of the Plan, will be legally issued, fully paid and nonassessable. We hereby consent to the use of our name in the Registration Statement and consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. Very truly yours, /s/ PALMER & DODGE LLP 6 EX-23.2 3 CONSENT OF COOPERS & LYBRAND LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We consent to the incorporation by reference in this registration statement of Parametric Technology Corporation on Form S-8 of our reports dated October 15, 1997, except for Note K, as to which the date is November 4, 1997, on our audits of the consolidated financial statements and financial statement schedule of Parametric Technology Corporation as of September 30, 1997 and 1996 and for the years then ended, which reports are included or incorporated by reference in the Annual Report on Form 10-K of Parametric Technology Corporation for the year ended September 30, 1997. /s/ COOPERS & LYBRAND L.L.P. COOPERS & LYBRAND L.L.P. Boston, Massachusetts June 5, 1998 7 EX-23.3 4 CONSENT OF PRICE WATERHOUSE LLP EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated October 19, 1995, except as to Notes F and G which are as of November 17, 1995, which appears as Exhibit 23.3 of Parametric Technology Corporation's Annual Report on Form 10-K for the year ended September 30, 1997. We also consent to the incorporation by reference of our report on the Financial Statement Schedule, which appears on page 17 of such Annual Report on Form 10-K. /s/ PRICE WATERHOUSE LLP PRICE WATERHOUSE LLP Boston, Massachusetts June 5, 1998 8 EX-23.4 5 CONSENT OF ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP EXHIBIT 23.4 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS ----------------------------------------- We hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report on the financial statements of Computervision Corporation dated March 27, 1997 (except with respect to the matter discussed in Note 4, as to which the date is April 15, 1997 and the matters discussed in Note 15, as to which the date is November 10, 1997) included in the current report on Form 8-K of Computervision Corporation filed with the Commission on November 12, 1997 and to all references to our Firm included in the Form 8-K/A of Parametric Technology Corporation filed with the Commission on March 30, 1998. /S/ Arthur Andersen LLP ARTHUR ANDERSEN LLP Boston, Massachusetts June 5, 1998 9 -----END PRIVACY-ENHANCED MESSAGE-----