<PAGE>
As filed with the Securities and Exchange Commission
on February 28, 1996
Registration No. _____________
================================================================================
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
incorporation or organization) Identification No.)
128 Technology Drive, Waltham, MA 02154
--------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
1996 DIRECTOR STOCK OPTION PLAN
-------------------------------
(Full title of Plan)
Edwin J. Gillis
Senior Vice President of Finance and Administration
Parametric Technology Corporation
128 Technology Drive
Waltham, Massachusetts 02154
----------------------------
(Name and address of agent for service)
(617) 398-5000
--------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
-------------------------------
<TABLE>
<CAPTION>
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
- --------------------- --------------- ---------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, 90,000 shares/1/ $73.25/2/ $6,592,500/2/ $2,273.28
$.01 par value
</TABLE>
- --------------------
/1/ This Registration Statement registers shares to be offered by Registrant
pursuant to its 1996 Director Stock Option Plan.
/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 Stock Market's National Market on February 26, 1996
Page 1 of 20
(Exhibit Index on p. 7)
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Registrant's latest annual report on Form 10-K filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
(b) All other reports of the Registrant filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
annual report referred to in (a) above.
(c) The description of the Registrant's Common Stock, par value $.01 per share
(the "Common Stock"), contained in the Registrant's registration statement
on Form 8-A, filed with the Commission October 26, 1989, under the Exchange
Act, including any amendment or report filed for the purpose of updating
such description.
All documents filed after the date of this Registration Statement by the
Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act
and prior to the filing of a post-effective amendment that indicates that all
shares of Common Stock offered hereunder have been sold or which deregisters all
shares of Common Stock remaining unsold shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the filing of such
reports and documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 67 of Chapter 156B of the Massachusetts General Laws ("Section
67") provides that a corporation may indemnify its directors and officers to the
extent specified in or authorized by (i) the articles of organization, (ii) a
by-law adopted by the stockholders, or (iii) a vote adopted by the holders of a
majority of the shares of stock entitled to vote on the election of directors.
In all instances, the extent to which a corporation provides indemnification to
its directors and officers under Section 67 is optional. In its Restated
Articles of Organization, the Registrant has elected to commit to provide
indemnification to its directors and officers in specified circumstances.
Generally, Article 6 of the Registrant's Restated Articles of Organization
provides that the Registrant shall indemnify directors and officers of the
Registrant against liabilities and expenses arising out of legal proceedings
brought against them by reason of their status or service as directors or
officers or by reason of their agreeing to serve, at the request of the
Registrant, as a director or officer of, or in a similar capacity with, another
organization or in any capacity with respect to any employee benefit plan of the
Registrant. Under this provision, a director or officer of the Registrant shall
be indemnified by the Registrant for all expenses,
2
<PAGE>
judgments, fines and amounts paid in settlement of such proceedings, even if he
is not successful on the merits, if he acted in good faith and in a manner he
reasonably believed to be in the best interests of the Registrant.
The Registrant's Restated Articles of Organization establish the
presumption that the director or officer has met the applicable standard of
conduct required for indemnification. The indemnification described above shall
be made unless the Board of Directors or independent counsel determines that the
applicable standard of conduct has not been met. Such a determination may be
made by a majority of a quorum of the directors, independent legal counsel, the
stockholders, or a court of competent jurisdiction. The Board of Directors shall
authorize advancing litigation expenses to a director or officer at his request
upon receipt of an undertaking by such director or officer to repay such
expenses if it is ultimately determined that he is not entitled to
indemnification for such expenses.
The Registrant's Restated Articles of Organization also provide that, in
the event of a determination by the Board of Directors or independent legal
counsel that a director or officer did not meet the standard of conduct required
for indemnification, or if the Registrant fails to make an indemnification
payment or an advance of expenses within 60 days after such payment is claimed
by a director or officer, such director or officer may petition a court to make
an independent determination of whether such director or officer is entitled to
indemnification. The Registrant's Restated Articles of Organization explicitly
provide for partial indemnification of costs and expenses in the event that a
director or officer is not entitled to full indemnification.
Article 6 of the Registrant's Restated Articles of Organization also
eliminates the personal liability of the Registrant's directors to the
Registrant or its stockholders for monetary damages for breach of a director's
fiduciary duty, except to the extent Chapter 156B of the Massachusetts General
laws prohibits the elimination or limitation of such liability.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
See Exhibit Index immediately following signature pages.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
3
<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions referred to in Item 6 hereof, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
4
<PAGE>
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 City of Waltham, Massachusetts, on the 8th day of
February, 1996.
PARAMETRIC TECHNOLOGY CORPORATION
By: /s/ Steven C. Walske
------------------------------
Steven C. Walske
Chief Executive Officer and Chairman of the Board
POWER OF ATTORNEY
We, the undersigned officers and directors of Parametric Technology
Corporation, hereby severally constitute C. Richard Harrison, Edwin J. Gillis
and Martha L. Durcan, 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
(i) Principal Executive Officer:
/s/ Steven C. Walske Chief Executive Officer February 8, 1996
------------------------------------------- and Chairman of the Board
Steven C. Walske
(ii) Principal Financial and Accounting Officer:
/s/ Edwin J. Gillis Senior Vice President February 8, 1996
------------------------------------------- of Finance and
Edwin J. Gillis Administration, Chief
Financial Officer and
Treasurer
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
(iii) Board of Directors:
/s/ Steven C. Walske Director February 8, 1996
--------------------------------------
Steven C. Walske
/s/ C. Richard Harrison Director February 8, 1996
--------------------------------------
C. Richard Harrison
/s/ Robert N. Goldman Director February 8, 1996
--------------------------------------
Robert N. Goldman
/s/ Donald K. Grierson Director February 8, 1996
--------------------------------------
Donald K. Grierson
/s/ Noel G. Posternak Director February 8, 1996
--------------------------------------
Noel G. Posternak
/s/ Michael E. Porter Director February 8, 1996
--------------------------------------
Michael E. Porter
/s/ Oscar B. Marx, III Director February 8, 1996
--------------------------------------
Oscar B. Marx, III
</TABLE>
6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ------ ----------- ----
<S> <C> <C>
4.1(a) Restated Articles of Organization. Filed *
as Exhibit 3.4 to the Annual Report on
Form 10-K for the fiscal year ended
September 30, 1993 and incorporated herein
by reference.
4.1(b) Articles of Amendment to Restated 8
Articles of Organization of the
Registrant.
4.2 By-Laws, as amended and restated, of the *
Registrant. Filed as Exhibit 3.2 to the
Annual Report on Form 10-K for the fiscal
year ended September 30, 1990 and
incorporated herein by reference.
5.1 Opinion of Palmer & Dodge as to the legality of 12
the securities registered hereunder.
23.1 Consent of Palmer & Dodge (included in Exhibit 5.1).
23.2 Consent of Price Waterhouse LLP. 13
24.1 Power of Attorney (contained on the
signature page hereto).
99.1 1996 Director Stock Option Plan 14
</TABLE>
- -----------------
* Incorporated by reference
7
<PAGE>
EXHIBIT 4.1(b)
FEDERAL IDENTIFICATION
No. 04-2866152
------------
THE COMMONWEALTH OF MASSACHUSETTS
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
We, C. Richard Harrison, President
-----------------------------------------------------------------------------
and Martha L. Durcan, Clerk
-----------------------------------------------------------------------------
of Parametric Technology Corporation
-----------------------------------------------------------------------------
(Exact name of corporation)
located at 128 Technology Drive, Waltham, Massachusetts 02154
----------------------------------------------------------------------
(Street address of corporation in Massachusetts)
certify that these Articles of Amendment affecting articles numbered:
-3-
-------------------------------------------------------------------------------
(Number those articles 1,2,3,4,5 and/or 6 being amended)
of the Articles of Organization were duly adopted at a meeting held on February
8, 1996 by vote of:
37,941,482 shares of Common Stock of 63,198,880 shares outstanding.
1**being at least a majority of each type, class or series outstanding and
entitled to vote thereon:/
8
<PAGE>
To change the number of shares and the par value (if any) of any type, class or
series of stock which the corporation is authorized to issue, fill in the
following:
The total presently authorized is:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- -------------------------------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common: None Common: 75,000,000 $.01
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
Preferred: None Preferred: 5,000,000 $.01
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
Change the total authorized to:
- -------------------------------------------------------------------------------------------------
WITHOUT PAR VALUE STOCKS WITH PAR VALUE STOCKS
- -------------------------------------------------------------------------------------------------
TYPE NUMBER OF SHARES TYPE NUMBER OF SHARES PAR VALUE
- -------------------------------------------------------------------------------------------------
Common: None Common: 215,000,000 $.01
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
Preferred: None Preferred: 5,000,000 $.01
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
9
<PAGE>
The foregoing amendment(s) will become effective when these Articles of
Amendment are filed in accordance with General Laws, Chapter 156B, Section 6
unless these articles specify, in accordance with the vote adopting the
amendment, a later effective date not more than thirty days after such filing,
in which event the amendment will become effective on such later date.
Later effective date: N/A .
---------------------------------------
SIGNED UNDER THE PENALTIES OF PERJURY, this 9th day of February, 1996,
/s/ C. Richard Harrison *President
____________________________________________________________,
/s/ Martha L. Durcan *Clerk
____________________________________________________________,
*Delete the inapplicable words.
10
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
I hereby approve the within Articles of Amendment and, the filing
fee in the amount of $ having been paid, said articles are
--------
deemed to have been filed with me this day of
------ ------------------
1996.
Effective date:
----------------------------------------------------------
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
PHOTOCOPY OF DOCUMENT TO BE SENT TO:
Parametric Technology Corporation
128 Technology Drive
Waltham, MA 02154
ATTN: Scott Duggan, Esq.
11
<PAGE>
EXHIBIT 5.1
PALMER & DODGE
One Beacon Street
Boston, Massachusetts 02108
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
February 27, 1996
Parametric Technology Corporation
128 Technology Drive
Waltham, MA 02154
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 90,000 shares of Common Stock, $.01 par value per share
(the "Shares"), of Parametric Technology Corporation, a Massachusetts
corporation (the "Company"), issuable upon exercise of options granted or to be
granted under the Company's 1996 Director Stock Option Plan (the "Plan").
We have examined the Articles of Organization and By-Laws of the Company and
all amendments thereto, the Plan and originals, or copies certified to our
satisfaction, of all pertinent records of meetings of the directors and
stockholders of the Company, the Registration Statement and such documents and
other instruments as in our judgment are necessary or appropriate to enable us
to render the opinion expressed below.
In our examination of the foregoing documents, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
Based upon and subject to the foregoing, it is our opinion that the Shares
have been duly authorized for issuance and, when issued in accordance with the
terms of the Plan against payment therefor, will be legally issued, fully paid
and nonassessable.
We hereby consent to the use of our name in the Registration Statement and
consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ Palmer & Dodge
PALMER & DODGE
12
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated October 19, 1995, except as to Notes F
and G which are as of November 17, 1995, which appears on page 35 of the 1995
Annual Report to Stockholders of Parametric Technology Corporation, which is
incorporated by reference in Parametric Technology Corporation's Annual Report
on Form 10-K for the year ended September 30, 1995. We also consent to the
incorporation by reference of our report on the Financial Statement Schedule,
which appears on page 13 of such Annual Report on Form 10-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
February 23, 1996
13
<PAGE>
EXHIBIT 99.1
-------------
PARAMETRIC TECHNOLOGY CORPORATION
1996 DIRECTOR STOCK OPTION PLAN
1. PURPOSE.
This 1996 Director Stock Option Plan (the "Plan") governs options to
purchase Common Stock, $.01 par value per share (the "Common Stock"), of
Parametric Technology Corporation (the "Company") granted by the Company to
members of the Board of Directors of the Company who are not also officers or
employees of the Company. The purpose of the Plan is to attract and retain
qualified persons to serve as Directors of the Company and to encourage
ownership of the Common Stock of the Company by such Directors.
2. ADMINISTRATION.
Grants of stock options under the Plan shall be automatic as provided in
Section 8. However, all questions of interpretation of the Plan or of any
options granted hereunder shall be determined by the Board of Directors of the
Company (the "Board"). Any and all powers of the Board under the Plan may be
exercised by a committee consisting of one or more Directors appointed by the
Board.
3. ELIGIBILITY.
Members of the Board who are not also officers or employees of the
Company shall be eligible to participate in the Plan.
4. SHARES SUBJECT TO THE PLAN.
Options may be granted under the Plan in respect of a maximum of 90,000
shares of Common Stock, subject to adjustment as provided in Section 5 below.
Shares to be issued upon the exercise of options granted under the Plan may be
either authorized but unissued shares or shares held by the Company in its
treasury. Whenever options under the Plan lapse or terminate or otherwise become
unexercisable, the shares of Common Stock which were available for such options
shall again be available for the grant of options under the Plan. The Company
shall at all times while the Plan is in force reserve such number of shares of
Common Stock as will be sufficient to satisfy the requirements of the Plan.
5. ADJUSTMENT OF NUMBER OF OPTION SHARES.
In the event of a stock dividend, split-up, combination or
reclassification of shares, recapitalization or other similar capital change
relating to the Company's Common Stock, the maximum aggregate number and kind of
shares or securities of the Company as to which options may be granted under
this Plan and as to which options then outstanding shall be exercisable, and the
option price of such options shall be appropriately adjusted so that the
proportionate number of shares or other securities
14
<PAGE>
as to which options may be granted and the proportionate interest of holders of
outstanding options shall be maintained as before the occurrence of such event.
In the event of any reorganization, consolidation or merger to which the
Company is a party and in which the Company does not survive, or upon the
dissolution or liquidation of the Company, all outstanding options shall
terminate; provided, however, that (i) in the event of the liquidation or
dissolution of the Company, or in the event of any such reorganization,
consolidation or merger in which the Company does not survive and with respect
to which the resulting or surviving corporation does not assume such outstanding
option or issue a substitute option therefor, such option shall be exercisable
in full, without regard to any installment restrictions on exercise imposed
pursuant to this Plan or any Option Agreement, during such period preceding the
effective date of such liquidation, dissolution, reorganization, consolidation
or merger (unless such option is terminated earlier by its terms) as may be
specified by the Board; and (ii) in the event of any such reorganization,
consolidation or merger, the Board may, in its good faith discretion, arrange to
have the resulting or surviving corporation assume such outstanding option or
issue a substitute option therefor.
No fraction of a share shall be purchasable or deliverable upon exercise
of an option, but, in the event any adjustment hereunder of the number of shares
covered by the option shall cause such number to include a fraction of a share,
such fraction shall be adjusted to the nearest smaller whole number of shares.
6. NON-STATUTORY STOCK OPTIONS.
All options granted under the Plan shall be non-statutory options not
entitled to special tax treatment under Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code").
7. FORM OF OPTION AGREEMENTS.
Options shall be granted hereunder pursuant to the terms of Option
Agreements which shall be substantially in the form of the attached Exhibit A or
in such other form as the Board may from time to time
determine.
8. GRANT OF OPTIONS AND OPTION TERMS.
Automatic Grant of Options. Options to purchase Common Stock shall
automatically be granted as follows:
(i) Immediately following his or her election, each non-employee
director of the Company newly elected to the Board of Directors shall
automatically be granted options to purchase 10,000 shares of Common Stock;
and
(ii) Immediately following the annual meeting of stockholders each
year, each non-employee director of the Company continuing in office after
such meeting shall automatically be granted options to purchase 2,500
shares of Common Stock.
No options shall be granted hereunder after ten years from the date on which
this Plan was initially approved and adopted by the Board.
15
<PAGE>
Date of Grant. The "Date of Grant" for options granted under this Plan
shall be (i) the date of the respective director's election, for each grant
pursuant to clause (i) of the preceding paragraph and (ii) the date of the
respective annual meeting of stockholders, for each grant pursuant to clause
(ii) of the preceding paragraph.
Option Price. The option price for each option granted under this Plan
shall be the current fair market value of a share of Common Stock of the
Company, which, for this purpose, shall be the last sale price for the Company's
Common Stock as reported on the Nasdaq Stock Market's National Market, or the
principal exchange on which the Common Stock is then traded, as the case may be,
for the Date of Grant.
Term of Option. The term of each option granted under the Plan shall be
ten years from the Date of Grant.
Period of Exercise. Options granted under the Plan shall become
exercisable in four equal installments on each of the first, second, third and
fourth anniversaries of the Date of Grant if and only if the option holder is a
member of the Board at the opening of business on that anniversary date.
Directors holding exercisable options under the Plan who cease to serve as
members of the Board of the Company for any reason other than death may, for a
period of seven months following the date of cessation of service, exercise the
rights they had under such options at the time they ceased being a Director. Any
rights that have not yet become exercisable shall terminate upon cessation of
membership on the Board. Upon the death of a Director, those entitled to do so
under the Director's will or the laws of descent and distribution shall have the
right, at any time within twelve months after the date of death, to exercise in
whole or in part any rights which were available to the Director at the time of
his death. The rights of the option holder may be exercised by the holder's
guardian or legal representative in the case of disability and by the
beneficiary designated by the holder in writing delivered to the Company or, if
none has been designated, by the holder's estate or his or her transferee on
death in accordance with this Plan, in the case of death. Options granted under
the Plan shall terminate, and no rights thereunder may be exercised, after the
expiration of the applicable exercise period. Notwithstanding the foregoing
provisions, no rights under any options may be exercised after the expiration of
ten years from their Date of Grant.
Method of Exercise and Payment. Each exercise of an option hereunder may
be effected only by giving written notice, in the manner provided in Section 12
hereof, of intent to exercise the option, specifying the number of shares as to
which the option is being exercised, and accompanied by full payment of the
option price for the number of shares then being acquired. Such payment shall be
made in cash, by certified or bank check payable to the order of the Company,
credit to the Company's account at a financial or brokerage institution on the
date of exercise or a payment commitment of such an institution acceptable to
the Company, or if the option so provides, (i) in shares of Common Stock having
an aggregate Fair Market Value, at the time of such payment, equal to the total
option price for the number of shares of Common Stock for which payment is then
being made, or (ii) partly in cash or by certified or bank check payable to the
order of the Company and the balance in shares of Common Stock having an
aggregate Fair Market Value, at the time of such payment, equal to the
difference between the total option price for the number of shares of Common
Stock for which payment is then being made and the amount of the payment in cash
or by certified or bank check. For purposes hereof, the "Fair Market Value" of
the Common Stock shall be the last sale price of the Common Stock as reported on
the Nasdaq Stock Market's National Market for the business day immediately
preceding the option exercise date.
16
<PAGE>
Receipt by the Company of such notice and payment shall, for purposes of
this Plan, constitute exercise of the option or a part thereof. Within twenty
(20) days thereafter, the Company shall deliver or cause to be delivered to the
optionee a certificate or certificates for the number of shares of Common Stock
then being purchased by the optionee. Such shares shall be fully paid and non-
assessable. If any law or applicable regulation of the Securities and Exchange
Commission or other public regulatory authority (including, but not limited to,
a stock exchange) shall require the Company or the optionee (i) to register or
qualify, under the Securities Act of 1933, as amended (the "Securities Act"),
any similar federal statute then in force or any state law regulating the sale
of securities, any shares of Common Stock covered by an option with respect to
which notice of intent to exercise shall have been delivered to the Company or
(ii) to take any other action in connection with such shares before issuance
thereof may be effected, then the delivery of the certificate or certificates
for such shares shall be postponed until completion of the necessary action,
which the Company shall take in good faith and without delay. All such action
shall be taken by the Company at its own expense.
To the extent determined necessary by counsel to the Company to comply
with any applicable law, the Company may require an individual exercising an
option to represent that his purchase of shares of Common Stock pursuant to such
exercise is for his own account, for investment and without a view to resale or
distribution, and that he will not sell or otherwise dispose of any such shares
except pursuant to (i) an effective registration statement covering such
transaction filed with the Securities and Exchange Commission and in compliance
with all of the applicable provisions of the Securities Act, and the rules and
regulations thereunder, or (ii) an opinion of Company counsel that such
registration is not required.
Non-transferability. Options granted under the Plan shall not be
transferable by the holder thereof otherwise than by will or the laws of descent
and distribution or by such other means as may be permitted by Rule 16b-3 (or
any successor provision) under the Securities Exchange Act of 1934, as amended
("Rule 16b-3").
9. LIMITATION OF RIGHTS.
No Right to Continue as a Director. Neither the Plan, nor the granting
of an option or any other action taken pursuant to the Plan, shall constitute an
agreement or understanding, express or implied, that the Company will retain an
optionee as a Director for any period of time or at any particular rate of
compensation.
No Stockholders' Rights for Options. Directors shall have no rights as
stockholders with respect to the shares covered by their options until the date
they exercise such options and pay the option price to the Company, and no
adjustment will be made for dividends or other rights for which the record date
is prior to the date such option is exercised and paid for.
10. STOCKHOLDER APPROVAL.
The Plan is subject to approval by the stockholders of the Company by
the affirmative vote of a majority of the shares of Common Stock present or
represented and entitled to vote at a meeting of the Company's stockholders. In
the event such approval is not obtained, all options granted under this Plan
shall be void and without effect.
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11. AMENDMENT OR TERMINATION.
The Board may amend or terminate this Plan at any time, provided that,
to the extent required to qualify the Plan for the exemption under Rule 16b-3,
no amendment may be made to change the eligibility or selection of Directors to
receive options, the timing of grants, or the number of shares of Common Stock
subject to the Plan or any option granted thereunder, other than as permitted by
such Rule, and this Plan shall not be amended more than once every six months,
other than to comport with changes in the Code or the Employee Retirement Income
Security Act of 1974, as amended or the rules and regulations promulgated
thereunder.
12. NOTICES.
Any communication or notice required or permitted to be given under this
Plan shall be in writing and mailed by registered or certified mail or delivered
in hand, if to the Company, to its Corporate Counsel at Parametric Technology
Corporation, 128 Technology Drive, Waltham, Massachusetts 02154 and, if to an
optionee, to such address as the optionee shall last have furnished to the
Company.
13. GOVERNING LAW.
The Plan shall be governed by and construed in accordance with the laws
of the Commonwealth of Massachusetts.
As adopted by the Board of Directors on November 17,
1995
As approved by the Stockholders on February 8,
1996
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EXHIBIT A
---------
1996 DSO - _______ ______ Shares
PARAMETRIC TECHNOLOGY CORPORATION
1996 Director Stock Option Plan
Non-statutory Stock Option Agreement
_______________ __, 199_
Parametric Technology Corporation (the "Company"), a Massachusetts
corporation, hereby grants to the person named below an option to purchase
shares of Common Stock, $.01 par value per share of the Company (the "Option")
under and subject to the Company's 1996 Director Stock Option Plan (the "Plan")
exercisable only on the following terms and conditions and those set forth on
the reverse side of this Agreement:
Name of Optionee:
Address:
Social Security No.
Option Price:
Date of Grant:
Exercisability Schedule:
at any time on or after the first anniversary of the date hereof, as to
_________ shares,
at any time on or after the second anniversary of the date hereof, as to
_________ additional shares,
at any time on or after the third anniversary of the date hereof, as to
_________ additional shares,
at any time on or after the fourth anniversary of the date hereof, as to
_________ additional shares,
provided that this Optionee is a member of the Board of Directors of the Company
(the "Board") at the opening of business on the date described above and
provided that this Option may not be exercised as to any shares after the
expiration of ten years from the date hereof.
By signing this Stock Option Agreement and returning one signed copy to
the Company, the Optionee accepts the Option described herein on the terms and
conditions set forth herein or in the plan.
PARAMETRIC TECHNOLOGY Accepted and agreed to:
CORPORATION
By: ________________________ __________________________
Title: Optionee
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TERMS AND CONDITIONS
PARAMETRIC TECHNOLOGY CORPORATION
1996 DIRECTOR STOCK OPTION PLAN
1. This Option may be exercised from time to time in accordance with
the Exercisability Schedule for up to the aggregate number of shares specified
therein, but in no event for the purchase of other than full shares; provided,
however, that this Option may not be exercised as to any shares after the
expiration of ten years from the date hereof. Written notice of exercise shall
be delivered to the Company specifying the number of shares with respect to
which the Option is being exercised, which notice shall be accompanied by full
payment of the option price for the number of shares then being acquired. Such
payment shall be made in cash or by certified or bank check payable to the order
of the Company, credit to the Company's account at a financial or brokerage
institution on the date of exercise or a payment commitment of such an
institution acceptable to the Company or in shares of the Company's Common
Stock, valued at their fair market value as of the date of exercise as
determined as provided in the Plan, equal to the total option price for the
number of shares for which payment is then being made, or in any combination of
cash, certified or bank check and shares of Common Stock. Shares of Common Stock
surrendered in payment of the option price shall have been held by the person
exercising the option for at least six months unless otherwise permitted by the
Board of Directors of the Company (the "Board"). Not later than twenty days
after the date of the delivery of such notice the Company will deliver or cause
to be delivered to the Optionee a certificate for the number of shares with
respect to which the Option is being exercised.
2. The Optionee shall not be deemed, for any purpose, to have any
rights whatever in respect of shares to which the Option shall not have been
exercised and payment made as aforesaid. The Optionee shall not be deemed to
have any rights to continued service as a director by virtue of the grant of
this Option.
3. In the event of a stock dividend, split-up, combination or
reclassification of shares, recapitalization or other similar capital change
relating to the Common Stock, the maximum aggregate number and kind of shares or
securities of the Company subject to this Option and the exercise price of this
Option shall be appropriately adjusted by the Board (whose determination shall
be conclusive) so that the proportionate number of shares or other securities
subject to this Option and the proportionate interest of the Optionholder shall
be maintained as before the occurrence of such event.
4. In the event of any reorganization, consolidation or merger to
which the Company is a party and in which the Company does not survive, or upon
the dissolution or liquidation of the Company, this Option, to the extent
outstanding and unexercised, shall terminate; provided, however, that (i) in the
event of the liquidation or dissolution of the Company, or in the event of any
such reorganization, consolidation or merger in which the Company does not
survive and with respect to which the resulting or surviving corporation does
not assume this Option, to the extent outstanding and unexercised, or issue a
substitute option therefor, this Option shall be exercisable in full, without
regard to any installment restrictions on exercise imposed pursuant to the Plan
or this Option Agreement, during such period preceding the effective date of
such liquidation, dissolution, reorganization, consolidation or merger (unless
this Option is terminated earlier by its terms) as may be specified by the
Board; and (ii) in the event of any such reorganization, consolidation or
merger, the Board may, in its good faith discretion, arrange to have the
resulting or surviving corporation assume this Option, to the extent outstanding
and unexercised, or issue a substitute option therefor.
5. This Option is not transferable by the Optionee otherwise than by
will or the laws of descent and distribution or by such other means as may be
permitted by Rule 16b-3 (or any successor provision) under the Securities
Exchange Act of 1934, as amended. This Option is exercisable during the
Optionee's lifetime only by the Optionee, provided that this Option may be
exercised by the Optionholder's guardian or legal representative in the case of
disability and, in the case of death, by the beneficiary designated by the
Optionholder in writing delivered to the Company, or, if none has been
designated, by the Optionholder's estate or his or her transferee on death in
accordance with this Option Agreement.
6. If the Optionee ceases to serve as a member of the Board for any
reason other than death, the Optionee may, for a period of seven months
following such cessation of service, exercise the rights which the Optionee had
hereunder at the time the Optionee ceased serving as a director. Upon the death
of the Optionee, those entitled to do so, as set forth in Section 5 of this
Option Agreement, shall have the right, at any time within twelve months after
the date of death (subject to the prior expiration of the Option exercise
period), to exercise in whole or in part any rights which were available to the
Optionee at the time of the Optionee's death. Any rights that have not yet
become exercisable shall terminate upon cessation of membership on the Board.
This Option shall terminate after the expiration of the applicable exercise
period. Notwithstanding the foregoing provisions of this Section 6, no rights
under this Option may be exercised after the expiration of ten years from the
date hereof.
7. It shall be a condition to the Optionee's right to purchase shares
of Common Stock hereunder that the Company may, in its discretion, require (a)
that the shares of Common Stock reserved for issue upon the exercise of this
Option shall have been duly listed, upon official notice of issuance, upon any
national securities exchange on which the Company's Common Stock may then be
listed, (b) that either (i) a Registration Statement under the Securities Act of
1933, as amended, with respect to said shares shall be in effect, or (ii) in the
opinion of counsel for the Company the proposed purchase shall be exempt from
registration under said Act and the Optionee shall have made such undertakings
and agreements with the Company as the Company may reasonably require, and (c)
that such other steps, if any, as counsel for the Company shall deem necessary
to comply with any law, rule or regulation applicable to the issue of such
shares by the Company shall have been taken by the Company or the Optionee, or
both. The certificates representing the shares purchased under this Option may
contain such legends as counsel for the Company shall deem necessary to comply
with any applicable law, rule or regulation.
8. Any exercise of this Option is conditioned upon the payment, if
the Company so requests, by the Optionee or such other person who may be
entitled to exercise this Option in accordance with the terms hereof, of all
state and federal taxes imposed upon the exercise of this Option and the issue
to the Optionee of the shares covered hereby.
9. This Option shall not be treated as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended.
10. This Option is issued pursuant to the terms of the Plan. This
Certificate does not set forth all of the terms and conditions of the Plan,
which are incorporated herein by reference. In the event of any conflict or
inconsistency between the provisions of this Option Agreement and the Plan, the
provisions of the Plan will prevail. Capitalized terms used and not otherwise
defined herein have the meanings given to them in the Plan. Copies of the Plan
may be obtained upon written request without charge from the Company.
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