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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of
report (Date of earliest event reported)
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November 20, 2018
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PTC Inc.
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(Exact
Name of Registrant as Specified in Its Charter)
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Massachusetts
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(State
or Other Jurisdiction of Incorporation)
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0-18059
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04-2866152
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(Commission
File Number)
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(IRS
Employer Identification No.)
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140 Kendrick Street
Needham, Massachusetts
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02494-2714
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(781) 370-5000
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(Registrant's
Telephone Number, Including Area Code)
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(Former
Name or Former Address, if Changed Since Last Report)
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging growth
company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
☐
Section 8 – Other Events
Item 8.01. Other Events
On
November 20, 2018, PTC Inc. announced that it had acquired Frustum
Inc., a Delaware corporation based in Colorado, for approximately
$70,000,000 in cash, net Frustum’s debt, on November 19,
2018. PTC drew on its credit facility to fund the acquisition.
Frustum is engaged in next-generation computer-aided design,
including generative design – an approach that leverages
artificial intelligence to generate design options.
The
acquisition is not expected to add material revenue in fiscal 2019
or to be dilutive to the financial guidance PTC provided on
October 24, 2018.
PTC
will hold an informational webcast to discuss the acquisition on
Tuesday, November 20, 2018, at 11:00 a.m.
EST.
●
To view the slides,
please join the webcast here: https://ptc.zoom.us/s/948384709
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To join the webcast
audio only, please call in using:
Toll
Free: 800-857-5592
Toll:
1-773-799-3757
Participant
passcode: PTC
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements
about the expected effect of the acquisition on our future
financial results and are subject to risks and uncertainties that
may cause actual results may differ materially from these
statements and our expectations, including that the acquisition may
not have the expected effect on future financial results due to
unanticipated liabilities or to changes in our business plan and
those risks and uncertainties described in PTC’s filings with
U.S. Securities and Exchange Commission. These forward-looking
statements reflect our beliefs as of the date of this release and
we undertake no obligation to update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.
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.
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PTC
Inc.
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Date: November 20,
2018
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By:
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/s/ Andrew
Miller
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Andrew
Miller
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Executive Vice
President and Chief Financial Officer
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