SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(RULE 13e-4)
TENDER OFFER STATEMENT
UNDER
SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
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PARAMETRIC TECHNOLOGY CORPORATION
(Name of Subject Company (Issuer) and Filing Person (Offeror))
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Options to Purchase Common Stock
par value $.01 per share
(Title of Class of Securities)
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699173100
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
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Cornelius F. Moses, III
Executive Vice President and Chief Financial Officer
Parametric Technology Corporation
140 Kendrick Street
Needham, Massachusetts 02494
(781) 370-5000
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing person)
Copy to:
Matthew C. Dallett, Esq.
Palmer & Dodge LLP
111 Huntington Avenue
Boston, Massachusetts 02199
(617) 239-0100
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CALCULATION OF FILING FEE
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Transaction Valuation Amount of Filing Fee
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Not Applicable* Not Applicable*
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* No filing fee is required because this filing contains only preliminary
communications made before the commencement of a tender offer.
|_| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: Not Applicable. Filing Party: Not Applicable
Form or Registration No.: Not Applicable. Date Filed: Not Applicable.
|X| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which
the statement relates:
|_| third party tender offer subject to Rule 14d-1.
|X| issuer tender offer subject to Rule 13e-4.
|_| going-private transaction subject to Rule 13e-3.
|_| amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: |_|
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Explanatory Note
The following relates solely to preliminary communications made before
the commencement of an anticipated voluntary employee stock option exchange (the
"Exchange") by Parametric Technology Corporation (the "Company").
On June 1, 2005, the Company filed a Current Report on Form 8-K
regarding the Exchange, which is attached as Exhibit 99.1 hereto (the "Form
8-K").
Additional Information About the Exchange and Where to Find It
Neither the above information nor the Form 8-K constitutes an offer to holders
of options to exchange their options. When the Exchange is commenced, the
Company will provide optionholders who are eligible to participate in the
Exchange with written materials explaining the terms of the Exchange. Persons
who are eligible to participate in the Exchange should read these materials
carefully when they receive them because they will contain important information
about the Exchange. The Company will file these written materials with the
Securities and Exchange Commission as part of a tender offer statement upon the
commencement of the Exchange. The tender offer statement and all written
materials attached to it explaining the Exchange will be available free of
charge from the Securities and Exchange Commission's website at www.sec.gov.
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EXHIBIT INDEX
Exhibit
Number Description
99.1 Current Report on Form 8-K dated June 1, 2005 (incorporated by
reference to our Current Report on Form 8-K, filed with the
Securities and Exchange Commission on June 1, 2005).