As filed with the Securities and Exchange Commission
on February 15, 2002
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PARAMETRIC TECHNOLOGY CORPORATION
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(Exact name of registrant as specified in its charter)
Massachusetts 04-2866152
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization
140 Kendrick Street, Needham, MA 02494
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(Address of Principal Executive Office (Zip Code)
1997 NONSTATUTORY STOCK OPTION PLAN
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(Full title of Plan)
Edwin J. Gillis
Executive Vice President, Chief Financial Officer and Treasurer
Parametric Technology Corporation
140 Kendrick Street
Needham, Massachusetts 02494
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(Name and address of agent for service)
(781) 370-5000
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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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
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Common Stock, 4,000,000 shares/1/ $7.22/2/ $28,880,000/2/ $2,656.96
$.01 par value
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(1) This Registration Statement registers shares to be offered by us pursuant to
our 1997 Nonstatutory Stock Option 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(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 National Market on February 12, 2002.
Statement Regarding Incorporation By Reference From Effective Registration
Statement.
Pursuant to General Instruction E to Form S-8, the Registration Statement
on Form S-8 of Parametric Technology Corporation 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 our Common Stock, $.01 par value per share (the "Common
Stock"), authorized for issuance under our 1997 Nonstatutory Stock Option Plan
(the "1997 Plan"), is incorporated by reference in its entirety herein. We have
filed these additional Registration Statements on Form S-8 with the Commission
relating to the registration of additional shares of Common Stock for issuance
under the 1997 Plan since the filing of the Original Registration Statement: on
October 24, 1997 we registered 1,200,000 shares (Commission File No. 333-38629);
on June 8, 1998 we registered 12,000,000 shares (Commission File No. 333-56287);
on February 22, 1999 we registered 13,000,000 shares (Commission File No.
333-72783); on December 29, 1999 we registered 6,300,000 shares (Commission File
No. 333-93729); and on February 16, 2001 we registered 9,500,000 shares
(Commission File No. 333-55800). This Registration Statement provides for the
registration of an additional 4,000,000 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 our treasury)
declared by our Board of Directors on February 12, 1998 and effective on March
6, 1998.
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SIGNATURES
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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 14th day of February,
2002.
PARAMETRIC TECHNOLOGY CORPORATION
By: /s/ C. Richard Harrison
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C. Richard Harrison
Chief Executive Officer and President
POWER OF ATTORNEY
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We, the undersigned officers and directors of Parametric Technology
Corporation, hereby severally constitute Edwin J. Gillis, David R. Friedman,
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
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(i) Principal Executive Officer:
/s/ C. Richard Harrison Chief Executive Officer, February 14, 2002
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C. Richard Harrison President and Director
(ii) Principal Financial and Accounting Officer:
/s/ Edwin J. Gillis Executive Vice President, February 14, 2002
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Edwin J. Gillis Chief Financial Officer and
Treasurer
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Signature Title Date
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(iii) Board of Directors:
/s/ Noel G. Posternak Chairman of the February 14, 2002
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Noel G. Posternak Board of Directors
/s/ C. Richard Harrison Director February 14, 2002
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C. Richard Harrison
/s/ Robert N. Goldman Director February 14, 2002
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Robert N. Goldman
/s/ Donald K. Grierson Director February 14, 2002
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Donald K. Grierson
/s/ Oscar B. Marx, III Director February 14, 2002
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Oscar B. Marx, III
/s/ Michael E. Porter Director February 14, 2002
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Michael E. Porter
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EXHIBIT INDEX
Exhibit
Number Description
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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 8, 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).
4.2 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 Palmer & Dodge LLP as to the legality of the securities
registered hereunder; filed herewith.
23.1 Consent of Palmer & Dodge LLP (included in Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP; filed herewith.
24.1 Power of Attorney (contained on the signature page hereto).