<PAGE>
As filed with the Securities and Exchange Commission
on February 21, 1997
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 Number)
128 Technology Drive, Waltham, MA 02154
-------------------------------------------------------------
(Address of Principal Executive Offices)(Zip Code)
1997 INCENTIVE STOCK OPTION PLAN
------------------------------------------------
(Full title of Plan)
Edwin J. Gillis
Executive 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 maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per share price registration fee
---------------- ---------- --------------- ------------------ ---------------
<S> <C> <C> <C> <C>
Common Stock, 3,386,175 shares (1) $60.25(2) $204,017,044(2) $61,823.35
$.01 par value
</TABLE>
- --------------------------------------------------------------------------------
(1) Represents additional shares to be offered by Registrant pursuant to its
1997 Incentive 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 National Market System on February 18, 1997.
Page 1 of 12 Pages
Exhibit Index on p. 5
<PAGE>
STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE REGISTRATION
STATEMENT.
Pursuant to General Instruction E to Form S-8, the contents of the
Registrant's Registration Statements on Form S-8 filed with the Securities and
Exchange Commission (the "Commission") on March 7, 1990 (Commission File No. 33-
33769), relating to the registration of 16,868,712 shares of the Company's
Common Stock, $.01 par value per share (the "Common Stock"), authorized for
issuance under the Company's 1987 Incentive Stock Option Plan (the "1987 Plan"),
and on May 17, 1991 (Commission File No. 33-40635), September 17, 1992
(Commission File No. 33-52046), February 9, 1993 (Commission File No. 33-58020),
February 7, 1994 (Commission File No. 33-75018), February 14, 1995 (Commission
File No. 33-89530), and February 28, 1996 (Commission File No. 33-01297)(the
"1996 Filing"), each relating to the registration of 4,800,000 additional shares
of Common Stock, with the exception of the 1996 Filing, which provided for the
registration of 6,000,000 additional shares of Common Stock, for issuance under
the 1987 Plan, and the contents of Post-Effective Amendment No. 1 to the 1996
Filing (which amended the 1996 Filing to include the Company's 1997 Incentive
Stock Option Plan (the "1997 Plan")as a plan under which shares registered by
the 1996 Filing may be issued), are incorporated by reference in their entirety
herein. This Registration Statement provides for the registration of an
additional 3,386,175 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, one-for-two, one-for-one, one-for-one and one-for-one
stock dividends on all shares of capital stock, declared by the Company's Board
of Directors on October 6, 1989, May 16, 1991, February 4, 1992, February 4,
1993 and February 8, 1996, effective on October 26, 1989, June 27, 1991,
February 25, 1992, February 25, 1993 and February 29, 1996, respectively.
2
<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 13th day of
February, 1997.
PARAMETRIC TECHNOLOGY CORPORATION
By: /s/ Steven C. Walske
--------------------
Steven C. Walske
Chairman and Chief Executive Officer
POWER OF ATTORNEY
-----------------
We, the undersigned officers and directors of Parametric Technology
Corporation, hereby severally constitute Steven C. Walske, Edwin J. Gillis,
Martha L. Durcan, Esq., and Matthew C. Dallett and any 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. Moreover, the undersigned hereby
certify that to the best of their knowledge and belief the issuer meets all the
requirements for filing on Form S-8.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- -----
<S> <C> <C>
(i) Principal Executive Officer:
/s/ Steven C. Walske Chairman and Chief February 13, 1997
- ----------------------------- Executive Officer
Steven C. Walske
(ii) Principal Financial and Accounting Officer:
/s/ Edwin J. Gillis
- ----------------------------- Executive Vice February 13, 1997
Edwin J. Gillis President
of Finance and
Administration, Chief
Financial Officer and
Treasurer
</TABLE>
3
<PAGE>
(iii) Board of Directors:
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- -----
<S> <C> <C>
/s/ Steven C. Walske Director February 13, 1997
- -----------------------------
Steven C. Walske
/s/ C. Richard Harrison Director February 13, 1997
- -----------------------------
C. Richard Harrison
/s/ Robert N. Goldman Director February 13, 1997
- -----------------------------
Robert N. Goldman
/s/ Donald K. Grierson Director February 13, 1997
- -----------------------------
Donald K. Grierson
/s/ Noel G. Posternak Director February 13, 1997
- -----------------------------
Noel G. Posternak
/s/ Michael E. Porter Director February 13, 1997
- -----------------------------
Michael E. Porter
/s/ Oscar B. Marx, III Director February 13, 1997
- -----------------------------
Oscar B. Marx, III
</TABLE>
4
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.1(a) Restated Articles of Organization of the Registrant. Filed as Exhibit
3.1 to the Quarterly Report on Form 10-Q for the fiscal quarter ended
March 30, 1996 and incorporated herein by reference.
4.1(b) Articles of Amendment to Restated Articles of Organization of the
Registrant, as filed with the Secretary of State of the Commonwealth
of Massachusetts on February 19, 1997.
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, 1996 and incorporated herein by reference.
5.1 Opinion of Palmer & Dodge LLP as to the legality of the securities
registered hereunder.
23.1 Consent of Palmer & Dodge LLP (contained in Opinion of Palmer & Dodge
LLP filed as Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P.
23.3 Consent of Price Waterhouse LLP.
24 Power of Attorney (set forth on the Signature Page to this
Registration Statement).
5
<PAGE>
EXHIBIT 4.1(b)
EXHIBIT INDENTIFICATION
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 01254
--------------------------------------------------------------------
(Street address of corporation in Massachusetts)
------------------------------------------------
certify that these Article of Amendment affecting article numbered:
3
- --------------------------------------------------------------------------------
(Number those articles 1, 2, 3, 4, 5 and/or 6 being numbered)
of the Articles of Organization were duly adopted at meeting held on February
13, 1997 by vote of :
109,746,159 shares of Common Stock of 127,467,552 shares of outstanding,
being at least a majority of each type, class or series outstanding and entitled
to vote thereon:
6
<PAGE>
To change the number of the 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 WITH PAR VALUE
- --------------------------------------------------------------------------------
TYPE NUMBER OF TYPE NUMBER OF SHARES PAR VALUE
SHARES
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common: None Common: 215,000,000.00 $.01
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Preferred: None Preferred: 5,000,000.00 $.01
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Change the total authorized to:
WITHOUT PAR VALUE.......... WITH PAR VALUE
- --------------------------------------------------------------------------------
TYPE NUMBER OF TYPE NUMBER OF SHARES PAR VALUE
SHARES
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common: None Common: 350,000,000.00 $.01
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Preferred: None Preferred: 5,000,000.00 $.01
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
7
<PAGE>
The foregoing amendment(s) will become effective when these Article 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 13/th/ day of February , 1997,
/s/ C. Richard Harrison , * President
- ----------------------------------------------
/s/ Martha L. Durcan , * Clerk
- ----------------------------------------------
* Delete the inapplicable words.
8
<PAGE>
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF AMENDMENT
(GENERAL LAWS, CHAPTER 156B, SECTION 72)
I hereby approve the within Article 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 THE CORPORATION
Photocopy of document to be sent to:
Parametric Technology Corporation
128 Technology Drive
Waltham, Ma 02154
ATTN: Martha L. Durcan, Esq.
9
<PAGE>
EXHIBIT 5.1
PALMER & DODGE LLP
ONE BEACON STREET
BOSTON, MA 02108-3190
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
February 13, 1997
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 3,386,175 additional 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 1997 Incentive Stock Option Plan
(the "Plan").
It is our opinion that the Shares have been duly authorized for issuance
and, when issued in accordance with the terms of the Plan, 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 LLP
10
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We consent to the incorporation by reference in this registration statement of
Parametric Technology Corporation on Form S-8 of our reports dated October 16,
1996, on our audit of the consolidated financial statements and financial
statement schedule of Parametric Technology Corporation as of September 30,
1996, and for the year then ended, which reports are included or incorporated by
reference in the Annual Report on Form 10-K of Parametric Technology Corporation
for the year ended September 30, 1996.
/s/COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
February 19, 1997
11
<PAGE>
EXHIBIT 23.3
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 as Exhibit 23.3 of
Parametric Technology Corporation's Annual Report on Form 10-K for the year
ended September 30, 1996. We also consent to the incorporation by reference of
our report on the Financial Statement Schedule, which appears on page 15 of such
Annual Report on Form 10-K.
/s/ PRICE WATERHOUSE LLP
Boston, Massachusetts
February 19, 1997
12
