<PAGE>
As filed with the Securities and Exchange Commission
on October 24, 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
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1997 NON STATUTORY STOCK OPTION PLAN
- --------------------------------------------------------------------------------
(Full title of Plan)
Edwin J. Gillis
Executive Vice President of Finance & Administration, CFO and Treasurer
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, 600,000 shares (1) $47.6875 (2) $28,612,500 (2) $8,670.45
$.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 October 17, 1997
Page 1 of 8 Pages
Exhibit Index on Page 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 Statement on Form S-8 filed with the Securities and
Exchange Commission (the "Commission") on June 4, 1997 (Commission File No. 333-
28495), relating to the registration of 2,500,000 shares of the Company's Common
Stock, $.01 par value per share (the "Common Stock"), authorized for issuance
under the Company's 1997 Non Statutory Stock Option Plan (the "1997 Plan"), is
incorporated by reference in its entirety herein. This Registration Statement
provides for the registration of an additional 600,000 shares of Common Stock
authorized for issuance under the 1997 Plan.
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 20th day of October,
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,
Martha L. Durcan, Esq., and Mathew C. Dallett, 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 October 20, 1997
-------------------- and Chairman of the Board
Steven C. Walske
(ii) Principal Financial and Accounting Officer:
/s/ Edwin J. Gillis Executive Vice President October 20, 1997
-------------------- of Finance & Administration,
Edwin J. Gillis Chief Financial Officer and
Treasurer
3
<PAGE>
Signature Title Date
--------- ----- ----
(iii) Board of Directors:
/s/ Steven C. Walske Director October 20, 1997
------------------------
Steven C. Walske
/s/ C. Richard Harrison Director October 20, 1997
------------------------
C. Richard Harrison
/s/ Robert N. Goldman Director October 20, 1997
------------------------
Robert N. Goldman
Director __________, 1997
------------------------
Donald K. Grierson
/s/ Noel G. Posternak Director October 20, 1997
------------------------
Noel G. Posternak
/s/ Michael E. Porter Director October 20, 1997
------------------------
Michael E. Porter
/s/ Oscar B. Marx, III Director October 20, 1997
------------------------
Oscar B. Marx, III
4
<PAGE>
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 6
registered hereunder.
23.1 Consent of Palmer & Dodge (included in Exhibit 5.1).
23.2 Consent of Coopers & Lybrand L.L.P. 7
23.3 Consent of Price Waterhouse LLP 8
24.1 Power of Attorney (contained on the
signature page hereto).
- ------------------
* Incorporated by reference
5
<PAGE>
EXHIBIT 5.1
PALMER & DODGE LLP
One Beacon Street, Boston, MA 02108-3190
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
October 23, 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 600,000 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
PALMER & DODGE LLP
6
<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.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
October 17, 1997
7
<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
PRICE WATERHOUSE LLP
Boston, Massachusetts
October 17, 1997
8
