As filed with the Securities and Exchange Commission
on July 24, 2003
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 of (I.R.S. Employer Identification No.)
incorporation or organization
140 Kendrick Street, Needham, MA 02494
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(Address of Principal Executive Offices) (Zip Code)
1997 NONSTATUTORY STOCK OPTION PLAN
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(Full title of Plan)
Aaron C. von Staats
Senior 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
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Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share offering price fee
------------ ------------- ---------------- ---------------- -------------
Common 12,000,000 $ 3.185 (2) $38,220,000.00 (2) $ 3,092.00
Stock, shares (1)
$.01 par value
(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 July 21, 2003.
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); on February 16,
2001 we registered 9,500,000 shares (Commission File No. 333-55800); and on
February 15, 2002 we registered 4,000,000 shares (Commission File No.
333-82914). This Registration Statement provides for the registration of an
additional 12,000,000 shares of Common Stock authorized for issuance under the
1997 Plan by our Board of Directors as follows: 6,000,000 shares authorized on
May 30, 2002; 3,000,000 shares authorized on September 19, 2002; and 3,000,000
shares authorized on December 10, 2002.
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.
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 22nd day of July,
2003.
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 Thomas L. Beaudoin, 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, July 22, 2003
-------------------------------- President and Director
C. Richard Harrison
(ii) Principal Financial and Accounting Officer:
/s/ Cornelius F. Moses, III Executive Vice President & July 22, 2003
-------------------------------- Chief Financial Officer
Cornelius F. Moses, III
Signature Title Date
(iii) Board of Directors:
/s/ Noel G. Posternak Chairman of the July 22, 2003
-------------------------------- Board of Directors
Noel G. Posternak
/s/ Robert N. Goldman Director July 22, 2003
--------------------------------
Robert N. Goldman
/s/ Donald K. Grierson Director July 22, 2003
--------------------------------
Donald K. Grierson
/s/ Oscar B. Marx, III Director July 22, 2003
--------------------------------
Oscar B. Marx, III
/s/ Michael E. Porter Director July 22, 2003
--------------------------------
Michael E. Porter
EXHIBIT INDEX
Exhibit
Number Description
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).
4.2 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).