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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
JANUARY 12, 1998
PARAMETRIC TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 0-18059 04-2866152
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
128 TECHNOLOGY DRIVE, WALTHAM, MASSACHUSETTS 02154
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(781) 398-5000
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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On January 12, 1998, Parametric Technology Corporation ("Parametric")
completed its acquisition of Computervision Corporation ("Computervision"). The
acquisition was structured as a merger (the "Merger") of a wholly owned
subsidiary of Parametric with and into Computervision pursuant to an Agreement
and Plan of Reorganization (the "Merger Agreement") dated as of November 3,
1997. The Merger was a tax-free reorganization and is being accounted for as a
pooling of interests.
As consideration for the Merger, the stockholders of Computervision
received 0.0866 share of common stock, $.01 par value, of Parametric
("Parametric Common Stock") in exchange for each of their shares of common
stock, $.01 par value, of Computervision. Cash is payable in lieu of any
fractional shares of Parametric Common Stock otherwise issuable in the Merger
for a price equal to the fraction times $46.7627. Outstanding employee and
director options to purchase shares of Computervision Common Stock were
automatically converted into Parametric options at the same exchange ratio.
The number of shares of Parametric Common Stock delivered as the
merger consideration was determined through arms-length negotiation between the
parties. There was no material relationship between Computervision or its
stockholders and Parametric or any of its affiliates, directors or officers, or
any associate of a Parametric director or officer.
The assets acquired in the Merger were used by Computervision in the
business of developing, producing and marketing software and providing support
services that are designed to aid manufacturing companies in enhancing their
product development and manufacturing processes. Parametric intends that
Computervision, as a wholly owned subsidiary of Parametric, will operate in the
same business.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(a) Financial Statements of Business Acquired.
To be filed by amendment.
(b) Pro Forma Financial Information.
To be filed by amendment.
(c) Exhibits:
2.1 Agreement and Plan of Reorganization dated November 3, 1997 by
and among Parametric Technology Corporation, PTC Acquisition
Corporation and Computervision Corporation. Previously filed
as Exhibit 2.1 to Parametric's Current Report on Form 8-K
dated November 3, 1997 and incorporated herein by reference.
99.1 Press release, dated January 12, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PARAMETRIC TECHNOLOGY CORPORATION
Date: January 26, 1998 By: /s/ Edwin J. Gillis
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Edwin J. Gillis
Executive Vice President, Chief Financial
Officer and Treasurer
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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2.1 Agreement and Plan of Reorganization dated November 3, 1997 by and
among Parametric Technology Corporation, PTC Acquisition Corporation
and Computervision Corporation. Previously filed as Exhibit 2.1 to
Parametric's Current Report on Form 8-K dated November 3, 1997 and
incorporated herein by reference.
99.1 Press release, dated January 12, 1998.
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EXHIBIT 99
FOR IMMEDIATE RELEASE
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Investor Relations Contact: Public Relations Contact:
John W. Hudson Anne Shannon
Parametric Technology Corp. Parametric Technology Corp.
(781) 398-5561 (781) 398-5628
PARAMETRIC TECHNOLOGY COMPLETES COMPUTERVISION MERGER
WALTHAM, Mass., January 12, 1998 -- Parametric Technology Corporation (NASDAQ:
PMTC) today completed its previously announced merger with Computervision
Corporation (NYSE: CVN), effective at the close of trading. The merger followed
approval by Computervision's shareholders at a special meeting held this
morning. Computervision will now operate as a wholly owned subsidiary of
Parametric Technology.
In connection with the merger, Parametric Technology will issue approximately
5.8 million shares of PTC common stock, based on an exchange ratio of .0866
shares of PTC stock for each share of Computervision stock.
"Parametric Technology's strategic acquisition of Computervision is a strong
positive for customers and shareholders alike," said Steven C. Walske, chairman
and chief executive officer of Parametric Technology. "The completed acquisition
immediately elevates our global business presence into the highest levels of the
automotive and aerospace industries. It also underscores our serious commitment
to end-to-end product development solutions at the enterprise level, and it
solidifies our status as a truly world-class business partner to our customers.
We look forward to building on the successful customer relationships that
Computervision has fostered over the past 27 years."
By completing its merger with Computervision, Parametric Technology Corporation
now becomes the world's sixth largest independent software company and remains
the CAD/CAM/CAE industry's leading supplier of software tools used to automate
the mechanical development of a product from its conceptual design through
production. Worldwide, more than 15,000 companies employ PTC's integrated
software technologies to reduce time to market, improve engineering processes,
and optimize product quality. Parametric Technology's growth strategy emphasizes
technological leadership, aggressive price/performance, hardware independence,
worldwide distribution, and extensive customer support.
