As filed with with Securities and Exchange Commission on March 7, 2007
Registration No. 333-
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
140 Kendrick Street, Needham, MA 02494
(Address of Principal Executive Offices) (Zip Code)
2000 Equity Incentive Plan
(Full title of Plan)
Aaron C. von Staats
Corporate Vice President, General Counsel & Clerk
Parametric Technology Corporation
140 Kendrick Street
Needham, Massachusetts 02494
(Name and address of agent for service)
(781) 370-5000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount maximum maximum Amount of
Title of securities to be offering price aggregate registration
to be registered registered per share offering price fee
--------------------------------------------------------------------------------
Common Stock, 5,000,000 $18.59(2) $92,950,000(2) $2853.57
$.01 par value shares (1)
(1) This Registration Statement registers shares to be offered by us pursuant
to our 2000 Equity Incentive Plan. The shares include associated stock
purchase rights that currently are evidenced by certificates for shares of
the Common Stock and that automatically trade with the shares.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and 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 Global Select Market on
March 5, 2007.
Statement Regarding Incorporation by Reference from Effective Registration
Statement
Pursuant to General Instruction E to Form S-8, Parametric Technology
Corporation's Registration Statement on Form S-8 filed with the Securities and
Exchange Commission (the "Commission") on February 16, 2000 (Commission File No.
333-30516) (the "Original Registration Statement"), relating to the registration
of 4,600,000 shares of the Company's Common Stock, $.01 par value per share (the
"Common Stock"), authorized for issuance under the Company's 2000 Equity
Incentive Plan (the "2000 EIP"), is incorporated by reference in its entirety
herein. We have filed one additional Registration Statement on Form S-8 with the
Commission on May 20, 2005 relating to the registration of 5,200,000 additional
shares of Common Stock (Commission File No. 333-125108) (the "Additional
Registration Statement") for issuance under the 2000 EIP since the filing of the
Original Registration Statement. The number of shares registered on each of the
Original Registration Statement and the Additional Registration Statement have
been adjusted to reflect our 2-for-5 reverse stock split effected on February
28, 2006. This Registration Statement provides for the registration of an
additional 5,000,000 shares of Common Stock authorized for issuance under the
2000 EIP.
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 Town of Needham, Massachusetts, on the 7th day of March,
2007.
PARAMETRIC TECHNOLOGY CORPORATION
By: /s/ C. Richard Harrison
------------------------------------------
C. Richard Harrison
Chief Executive Officer and President
Power of Attorney
We, the undersigned officers and directors of Parametric Technology
Corporation, hereby severally constitute Aaron C. von Staats, Esq., and Matthew
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/ C. Richard Harrison Chief Executive Officer, March 7, 2007
C. Richard Harrison President and Director
(ii) Principal Financial and
Accounting Officer:
/s/ Cornelius F. Moses, III Executive Vice President March 7, 2007
Cornelius F. Moses, III & Chief Financial Officer
Signature Title Date
(iii) Board of Directors:
/s/ Noel G. Posternak Chairman of the Board March 7, 2007
Noel G. Posternak of Directors
/s/ Robert N. Goldman Director March 7, 2007
Robert N. Goldman
/s/ Donald K. Grierson Director March 7, 2007
Donald K. Grierson
/s/ Oscar B. Marx, III Director March 7, 2007
Oscar B. Marx, III
/s/ Joseph M. O'Donnell Director March 7, 2007
Joseph M. O'Donnell
/s/ Michael E. Porter Director March 7, 2007
Michael E. Porter
Exhibit Index
Exhibit Description
Number
4.1(a) Restated Articles of Organization of Parametric Technology
Corporation adopted February 4, 1993 (filed as Exhibit 3.1 to our
Quarterly Report on Form 10-Q for the fiscal quarter ended March
30, 1996 (File No. 0-18059) and incorporated herein by
reference).
4.1(b) Articles of Amendment to Restated Articles of Organization
adopted February 9, 1996 (filed as Exhibit 4.1(b) to our
Registration Statement on Form S-8 (Registration No. 333-01297)
and incorporated herein by reference).
4.1(c) Articles of Amendment to Restated Articles of Organization
adopted February 13, 1997 (filed as Exhibit 4.1(b) to our
Registration Statement on Form S-8 (Registration No. 333-22169)
and incorporated herein by reference).
4.1(d) Articles of Amendment to Restated Articles of Organization
adopted February 10, 2000 (filed as Exhibit 3.1 to our Quarterly
Report on Form 10-Q for the fiscal quarter ended April 1, 2000
(File No. 0-18059) and incorporated herein by reference).
4.1(e) Certificate of Vote of Directors establishing Series A Junior
Participating Preferred Stock (filed as Exhibit 3.1(e) to our
Annual Report on Form 10-K for the fiscal year ended
September 30, 2000 (File No. 0-18059) and incorporated herein by
reference).
4.1(f) Articles of Amendment to Restated Articles of Organization
adopted February 28, 2006 (filed as Exhibit 3.1(f) to our
Quarterly Report on Form 10-Q for the fiscal quarter ended
April 1, 2006 (File No. 0-18059) and incorporated herein by
reference).
4.2 By-Laws, as amended and restated (filed as Exhibit 3.2 to our
Annual Report on Form 10-K for the fiscal year ended
September 30, 2000 (File No. 0-18059) and incorporated herein by
reference).
4.3 Rights Agreement effective as of January 5, 2001 between
Parametric Technology Corporation and American Stock Transfer &
Trust Company (filed as Exhibit 4.1 to our Annual Report on Form
10-K for the fiscal year ended September 30, 2000 (File
No. 0-18059) and incorporated herein by reference).
5.1 Opinion of Edwards Angell Palmer & Dodge LLP as to the legality
of the securities registered hereunder, filed herewith.
23.1 Consent of Edwards Angell Palmer & Dodge LLP (included in Exhibit
5.1).
23.2 Consent of PricewaterhouseCoopers LLP, an independent registered
public accounting firm, filed herewith.
24.1 Power of Attorney (contained on the signature page hereto).