<PAGE>
As filed with the Securities and Exchange Commission
on June 8, 1998
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 NONSTATUTORY 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)
(781) 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, 12,000,000 shares (1) $30.375 (2) $364,500,000 (2) $107,527.50
$.01 par value
</TABLE>
- --------------------------------------------------------------------------------
(1) This Registration Statement registers shares to be offered by Registrant
pursuant to its 1997 Nonstatutory 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 June 1, 1998.
Page 1 of 9 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
Registration Statement on Form S-8 of Parametric Technology Corporation (the
"Company"), as filed with the Securities and Exchange Commission (the
"Commission") on June 4, 1997 (Commission File No. 333-28495) (the "Original
Registration Statement"), relating to the registration of 5,000,000 shares of
the Company's Common Stock, $.01 par value per share (the "Common Stock"),
authorized for issuance under the Company's 1997 Nonstatutory Stock Option Plan
(the "1997 Plan"), is incorporated by reference in its entirety herein. Since
the filing of the Original Registration Statement, one Registration Statement on
Form S-8 has been filed with the Commission on October 24, 1997 (Commission File
No. 333-38629) relating to the registration of 1,200,000 additional shares of
Common Stock for issuance under the 1997 Plan. This Registration Statement
provides for the registration of an additional 12,000,000 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 stock dividend on
all issued and outstanding shares of Common Stock (excluding shares held in the
Company's treasury) declared by the Company's Board of Directors on February 12,
1998 and effective on March 6, 1998.
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 5th day of June, 1998.
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 June 5, 1998
--------------------- Officer and Chairman
Steven C. Walske of the Board
(ii) Principal Financial and Accounting Officer:
/s/ Edwin J. Gillis Executive Vice June 5, 1998
-------------------- President of Finance
Edwin J. Gillis & Administration,
Chief Financial Officer
and Treasurer
3
<PAGE>
Signature Title Date
--------- ----- ----
(iii) Board of Directors:
/s/ Steven C. Walske Director June 5, 1998
---------------------
Steven C. Walske
/s/ C. Richard Harrison Director May 20, 1998
------------------------
C. Richard Harrison
/s/ Robert N. Goldman Director June 5, 1998
----------------------
Robert N. Goldman
/s/ Donald K. Grierson Director May 20, 1998
-----------------------
Donald K. Grierson
/s/ Noel G. Posternak Director June 5, 1998
----------------------
Noel G. Posternak
/s/ Michael E. Porter Director June 5, 1998
----------------------
Michael E. Porter
/s/ Oscar B. Marx, III Director June 5, 1998
-----------------------
Oscar B. Marx, III
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description Page
- ------ ----------- ----
<S> <C> <C>
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 6
securities 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
23.4 Consent of Arthur Andersen LLP 9
24.1 Power of Attorney (contained on the signature page hereto).
</TABLE>
- -----------------------
* 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
June 5, 1998
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 12,000,000 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
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 15,
1997, except for Note K, as to which the date is November 4, 1997, on our audits
of the consolidated financial statements and financial statement schedule of
Parametric Technology Corporation as of September 30, 1997 and 1996 and for the
years 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, 1997.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
June 5, 1998
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, 1997. We also consent to the incorporation by reference of
our report on the Financial Statement Schedule, which appears on page 17 of such
Annual Report on Form 10-K.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
June 5, 1998
8
<PAGE>
ARTHUR ANDERSEN LLP
EXHIBIT 23.4
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
We hereby consent to the incorporation by reference in this registration
statement on Form S-8 of our report on the financial statements of
Computervision Corporation dated March 27, 1997 (except with respect to the
matter discussed in Note 4, as to which the date is April 15, 1997 and the
matters discussed in Note 15, as to which the date is November 10, 1997)
included in the current report on Form 8-K of Computervision Corporation filed
with the Commission on November 12, 1997 and to all references to our Firm
included in the Form 8-K/A of Parametric Technology Corporation filed with the
Commission on March 30, 1998.
/S/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Boston, Massachusetts
June 5, 1998
9
