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As filed with the Securities and Exchange Commission on February 21, 1997
REGISTRATION NO. 33-01297
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
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 (I.R.S. Employer
of incorporation) Identification No.)
128 TECHNOLOGY DRIVE, WALTHAM, MA 02154
(Address and telephone number of registrant's principal executive offices)
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1987 INCENTIVE STOCK OPTION PLAN
1997 INCENTIVE STOCK OPTION PLAN
(Full Title of the Plan)
EDWIN J. GILLIS
Executive Vice President of Finance and Administration
Parametric Technology Corporation
Waltham, Massachusetts 02154
(617) 398-5000
(Name, address and telephone number of agent for service)
with copies to:
MATTHEW C. DALLETT
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
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ADDITION OF INCENTIVE STOCK OPTION PLAN
Registrant hereby amends its Registration Statement on Form S-8
(Commission File No. 33-01297) filed with the Securities and Exchange Commission
on February 28, 1996, to add the 1997 Incentive Stock Option Plan, as approved
by the stockholders of the Registrant on February 13, 1997, as a plan under
which shares registered by the Registration Statement may be issued.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Post-Effective
Amendment No. 1 to this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Waltham, Commonwealth of
Massachusetts, on this 13th day of February, 1997.
PARAMETRIC TECHNOLOGY CORPORATION (Registrant)
By:/s/ Martha L. Durcan
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Martha L. Durcan, Esq.
Vice President and Corporate Counsel
