<PAGE>
As filed with the Securities and Exchange Commission
on June 4, 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 No.)
128 Technology Drive, Waltham, MA 02154
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(Address of Principal Executive Offices) (Zip Code)
1997 NON STATUTORY STOCK OPTION PLAN
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(Full title of Plan)
Edwin J. Gillis
Executive Vice President of Finance and Administration
Parametric Technology Corporation
128 Technology Drive
Waltham, Massachusetts 02154
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(Name and address of agent for service)
(617) 398-5000
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<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, 2,500,000 shares /1/ $43.3125/ 2/ $108,281,250/2/ $32,812.50
$.01 par value
</TABLE>
- --------------------------------------------------------------------------------
(1) This Registration Statement registers shares to be offered by Registrant
pursuant to its 1997 Non-Statutory 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 May 28, 1997
Page 1 of 10 pages
Exhibit Index on Page 7
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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,
2
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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, 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;
3
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(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;
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
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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 30th day of May, 1997.
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.
Signature Title Date
--------- ----- ----
(i) Principal Executive Officer:
/s/ Steven C. Walske Chief Executive Officer May 30, 1997
--------------------- and Chairman of the Board
Steven C. Walske
(ii) Principal Financial and Accounting Officer:
/s/ Edwin J. Gillis Executive Vice President May 30, 1997
-------------------- of Finance and
Edwin J. Gillis Administration, Chief
Financial Officer and
Treasurer
5
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Signature Title Date
--------- ----- ----
(iii) Board of Directors:
/s/ Steven C. Walske Director May 30, 1997
------------------------
Steven C. Walske
/s/ C. Richard Harrison Director May 30, 1997
------------------------
C. Richard Harrison
/s/ Robert N. Goldman Director May 30, 1997
------------------------
Robert N. Goldman
/s/ Donald K. Grierson Director May 30, 1997
------------------------
Donald K. Grierson
/s/ Noel G. Posternak Director May 30, 1997
------------------------
Noel G. Posternak
Director May __, 1997
------------------------
Michael E. Porter
/s/ Oscar B. Marx, III Director May 30, 1997
------------------------
Oscar B. Marx, III
6
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EXHIBIT INDEX
Exhibit
Number Description Page
- ------ ----------- ----
4.1(a) Restated Articles of Organization. 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. Filed as
Exhibit 4.1(b) to the Company's Registration
Statement on Form S-8 (File No. 333-22169) and
incorporated herein by reference)
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 as to the legality of
the securities registered hereunder. 8
23.1 Consent of Palmer & Dodge (included in Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P. 9
23.3 Consent of Price Waterhouse LLP 10
24.1 Power of Attorney (contained on the
signature page hereto).
______________________
* Incorporated by reference
7
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EXHIBIT 5.1
PALMER & DODGE LLP
One Beacon Street, Boston, MA 02108-3190
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
May 30, 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 2,500,000 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 1997 Non Statutory 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
8
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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.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 2, 1997
9
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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
PRICE WATERHOUSE LLP
Boston, Massachusetts
May 29, 1997
10
