<PAGE>
As filed with the Securities and Exchange Commission on March 29, 1999
Registration No. 333-72759
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
PARAMETRIC TECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
MASSACHUSETTS 7372 04-2866152
(State or Other (Primary Standard Industrial (I.R.S. Employer
Jurisdiction of Classification Code Number) Identification No.)
Incorporation or
Organization)
128 Technology Drive
Waltham, MA 02453
(781) 398-5000
(Address, Including ZIP Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
---------------
EDWIN J. GILLIS
EXECUTIVE VICE PRESIDENT
PARAMETRIC TECHNOLOGY CORPORATION
128 TECHNOLOGY DRIVE
WALTHAM, MA 02453
(781) 398-5000
(Name, Address, Including ZIP Code, and Telephone Number, Including Area Code,
of Agent for Service)
with copies to:
STANLEY KELLER, ESQ.
Palmer & Dodge LLP
One Beacon Street
Boston, Massachusetts 02108
(617) 573-0100
---------------
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
---------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
<CAPTION>
Proposed Proposed
Title of each class maximum maximum
of securities to be Additional shares offering price aggregate offering Amount of
registered to be registered per share(1) price(1) registration fee
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value................. 2,614,102 $20.09375 $52,527,112 $14,603
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee and
computed pursuant to Rule 457(c) and based upon the high and low prices
on March 25, 1999 as reported on the Nasdaq National Market.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
SUBJECT TO COMPLETION, DATED MARCH 29, 1999
PROSPECTUS
The information in this prospectus is not complete and may be changed. The
shares of our common stock to be offered hereby may not be sold until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and is not
soliciting an offer to buy these securities in any state where the offer or
sale is not permitted.
Parametric Technology Corporation
128 Technology Drive
Waltham, MA 02453
(781) 398-5000
----------------
Parametric Technology Corporation
4,642,586 Shares of Common Stock
Our common stock trades on the Nasdaq National Market under the symbol
"PMTC." On March 25, 1999, the last reported sale price of our common stock
was $20.625 per share.
We previously issued a total of 4,642,586 shares of our common stock in
connection with two acquisitions. In October 1998, we issued 2,028,484 shares
of our common stock to the former stockholders of InPart Design, Inc. in
connection with our acquisition of that company. In March 1999, we issued
2,614,102 shares of our common stock to the former stockholders of auxilium
inc. in connection with our acquisition of that company. This prospectus
relates to the resale of all of those shares.
The shares may be offered and sold by the selling stockholders from time to
time in open-market or privately negotiated transactions that may involve
underwriters or brokers.
We will not receive any of the proceeds from the sale of the shares covered
by this prospectus.
See "Risk Factors" beginning on page 4 of this prospectus for a discussion
of certain factors that should be considered by prospective purchasers of
shares of our common stock.
----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
----------------
The date of this prospectus is March , 1999.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Where You Can Find More Information........................................ 3
Parametric Technology Corporation.......................................... 3
Risk Factors............................................................... 4
Use of Proceeds............................................................ 8
The Acquisitions........................................................... 8
Selling Stockholders....................................................... 8
Plan of Distribution....................................................... 9
Legal Matters.............................................................. 10
Experts.................................................................... 10
</TABLE>
2
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our SEC filings also are available
on the SEC's Website at "http://www.sec.gov." You may also inspect these
documents along with reports and other information regarding Parametric at the
offices of the Nasdaq Stock Market, Inc., 1735 K Street, N.W., Washington,
D.C. 20006.
The SEC allows us to "incorporate by reference" information from other
documents that we file with them, which means that we can disclose important
information by referring to those documents. The information incorporated by
reference is considered to be part of this prospectus, and information that we
file later with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 prior to the sale of all the shares
covered by this prospectus:
. Annual Report on Form 10-K for the year ended September 30, 1998, filed
with the SEC on December 29, 1998;
. Quarterly Report on Form 10-Q for the quarter ended January 2, 1999,
filed with the SEC on February 10, 1999;
. Current Report on Form 8-K describing the completion of our acquisition
of auxilium inc. filed with the SEC on March 23, 1999; and
. The description of our common stock contained in our Registration
Statement on Form 8-A, filed with the SEC on October 26, 1989, including
any amendment or report filed for the purpose of updating such
description.
You may request a copy of these filings, at no cost, by writing or
telephoning using the following contact information:
Investor Relations
Parametric Technology Corporation
128 Technology Drive
Waltham, MA 02453 (781) 398-5000
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. The selling stockholders will
not make an offer of these shares in any state where the offer is not
permitted. You should not assume that the information in this prospectus or
any supplement is accurate as of any date other than the date on the front of
those documents.
PARAMETRIC TECHNOLOGY CORPORATION
Parametric Technology Corporation (PTC) develops, markets, and supports a
comprehensive suite of integrated product development and information
management software. Our mechanical design automation product family automates
product development, from conceptual design through production. Our enterprise
information management solutions accelerate the flow of product data from
engineering to other critical areas of an enterprise. Our solutions are
complemented by the strength and experience of our professional services
organization, which provides training, consulting and support to customers
worldwide.
Our executive offices are located at 128 Technology Drive, Waltham, MA
02453, and our telephone number is (781) 398-5000.
3
<PAGE>
RISK FACTORS
If you purchase shares of our common stock, you will take on financial risk.
In deciding whether to invest, you should carefully consider the following
factors, the information contained in this prospectus and the other
information that we have referred you to.
It is especially important to keep these risk factors in mind when you read
forward-looking statements. These are statements that relate to future periods
and include statements about our:
. expected operating results;
. market opportunities;
. acquisition opportunities;
. ability to compete; and
. stock price.
Generally, the words "anticipates," "believes," "expects," "intends" and
similar expressions identify such forward-looking statements. Forward-looking
statements involve risks and uncertainties, and our actual results could
differ materially from the results discussed in the forward-looking statements
because of these and other factors.
Potential fluctuations in operating results
While our sales cycle varies substantially from customer to customer, we
usually realize a high percentage of our revenue in the third month of each
fiscal quarter and this revenue tends to be concentrated in the latter half of
that month. Our orders early in a quarter will not generally occur at a rate
which, if sustained throughout the quarter, would be sufficient to assure that
we will meet our revenue targets for any particular quarter. Accordingly, our
quarterly results may be difficult or impossible to predict prior to the end
of the quarter. Any inability to obtain orders in large volumes or to make
shipments in the period immediately preceding the end of any particular
quarter may cause the results for that quarter to fall short of our revenue
targets. In addition, our operating expenses are based on expected future
revenue and are relatively fixed for the short term. As a result, a revenue
shortfall in any quarter could cause our earnings for that quarter to fall
below expectations as well. Any failure to meet our quarterly revenue or
earnings targets could adversely impact the market price of our stock.
Because our sales incentive structure is weighted more heavily toward the
end of the fiscal year, the rate of revenue growth for the first quarter
historically has been lower than that for the fourth quarter of the
immediately preceding fiscal year. This incentive structure also makes it more
difficult to predict first quarter results.
In addition, the levels of quarterly or annual software revenue in general,
or for particular geographic areas, may not be comparable to those achieved in
previous periods.
Stock market volatility of software companies
Market prices for securities of software companies have generally been
volatile. In particular, the market price of our common stock has been and may
continue to be subject to significant fluctuations.
In addition, a large percentage of our common stock traditionally has been
held by institutional investors. Consequently, actions with respect to our
common stock by certain of these institutional investors could have a
significant impact on the market price of the stock. For more information,
please see our proxy statement with respect to our most recent annual meeting
of stockholders and Schedules 13D and 13G filed with the SEC with respect to
our common stock.
4
<PAGE>
Market growth assumptions may prove inconsistent
Any of our projections for revenue growth assume that the overall demand for
products in the mechanical computer aided design, manufacturing and
engineering (CAD/CAM/CAE) industry will continue to grow. There could be an
adverse impact on our operating results in any quarter in which this
assumption proves to be incorrect.
Rapid technological and market changes could affect our competitive position
and operating results
The mechanical CAD/CAM/CAE and enterprise information management industries
are highly competitive, and are characterized by rapid technological advances.
Accordingly, our ability to realize our expectations will depend on:
. our success at enhancing our current offerings;
. our ability to develop new products and services that keep pace with
developments in technology;
. our ability to meet evolving customer requirements, especially ease-of-
use requirements;
. our ability to deliver those products through appropriate distribution
channels; and
. our ability to license technology from third parties.
This will require, among other things, that we:
. correctly anticipate customer needs and price our products
competitively;
. hire and retain personnel with the necessary skills and creativity;
. provide adequate funding for development efforts; and
. manage distribution channels effectively.
In addition, our CAD/CAM/CAE software has historically been available on a
variety of platforms. We are aware of efforts by competitors to focus on
single platform applications, particularly Windows-based platforms. There can
be no assurance that we will continue to have a competitive advantage with
multiple platform applications.
We continue to enhance our existing products by releasing updates. Those
product updates will be less frequent than in the past to permit customers to
absorb changes more effectively. Our competitive position and operating
results could suffer if:
. we fail to anticipate or to respond adequately to customer requirements
or to technological developments, particularly those of our competitors;
. we delay the development, production, testing, marketing or availability
of new or enhanced products or services; or
. customers fail to accept such products or services.
The success of our new Windchill product line will depend in part on the
market's evaluation of its ease of use, its full functionality, and its
ability to support a large user base. Since this product line only became
available in the latter half of fiscal 1998, it is not possible to assess the
market's acceptance of this product line at this time.
Possibility of new product delays
As is common in the computer software industry, we may from time to time
experience delays in our product development and "debugging" efforts. Our
financial performance could be hurt by significant delays in developing,
completing or shipping new or enhanced products. Among other things, such
delays could cause us to incorrectly predict the fiscal quarter in which we
will realize revenue from the shipment of the new or enhanced products and
give our competitors a greater opportunity to market competing products.
5
<PAGE>
Uncertainties of successfully implementing new initiatives
We have a history of rapid growth and development as an organization. Part
of our success has resulted from our ability to implement new initiatives. Our
future operating results will continue to depend upon:
. the success of our efforts to integrate Computervision's operations on a
worldwide basis;
. market acceptance of the new Windchill product line, which has a longer
sales cycle than our other products, and the success of our Windchill
pilot program;
. the success of our sales force reorganization initiative, including
Rand's success with sales to smaller customers;
. market reaction to the repricing and repackaging of our Pro/ENGINEER
product line; and
. our ability to increase revenue growth in the Asia/Pacific region.
Additionally, our success could also be affected by our ability to:
. develop additional applications for the Windchill product line;
. generate and fill current software license orders; and
. adequately manage exposure to foreign currency movements.
Risks associated with acquisitions
We have increased our product range and customer base in the recent past due
in part to acquisitions. We may acquire additional businesses or product lines
in the future. The success of any acquisition may be dependent upon our
ability to integrate the acquired business or products successfully and to
retain key personnel and customers associated with the acquisition. If we fail
to do so, or if the costs of or length of time for integration increase
significantly, it could cause our actual results to differ from those
projected in our forward-looking statements.
In addition, acquisitions may result in the allocation of purchase price to
in-process research and development. For example, for the year ended September
30, 1998, we recorded in-process research and development expense of
approximately $28.9 million in connection with our acquisition of ICEM
Technologies. The SEC has recently raised issues regarding the methodologies
used and allocation of purchase price to in-process R&D and has required some
companies to adjust or restate prior periods to reduce allocations to in-
process R&D, thereby increasing intangible assets and future amortization
expense. While we believe that our in-process R&D allocation is appropriate,
if the SEC were to require us to change the allocation, this would result in a
higher amortization expense, which would adversely impact our future operating
results.
Competition from new products; difficulty of competing against established
products
There are an increasing number of competitive mechanical CAD/CAM/CAE
products. Increased competition and market acceptance of these products could
have a negative effect on our pricing and revenues which could adversely
affect our operating results. Our Windchill product line expands the breadth
of our offerings into product information management. We are a relatively new
entrant into this area and may be competing with more mature products that may
have an established customer base as well as greater functionality.
Dependence on key personnel
Our success depends upon our ability to attract and retain highly skilled
technical, managerial and sales personnel. While we have not experienced any
significant difficulty in hiring or retaining qualified personnel to date,
competition for such personnel in the high technology industry is intense. We
assume that we will continue to be able to attract and retain such personnel.
The failure to do so, however, could have a material adverse effect on our
future operating results.
6
<PAGE>
Risks associated with international business
A significant portion of our business comes from outside the United States.
Accordingly, our performance could be adversely affected by ongoing economic
uncertainties in the Asia/Pacific region and other world economies. Another
consequence of significant international business is that a large percentage
of our revenue and expenses are denominated in foreign currencies which
fluctuate in value. Although we may enter into foreign exchange forward
contracts and foreign exchange option contracts to offset a portion of the
foreign exchange fluctuations, unanticipated events may materially impact our
results. Other risks associated with international business include:
. unexpected changes in regulatory practices and tariffs;
. staffing and managing foreign operations;
. longer collection cycles in certain areas;
. potential changes in tax laws;
. greater difficulty in protecting intellectual property rights; and
. general economic and political conditions.
Difficulties of protecting intellectual property and other proprietary rights
Our software products are proprietary to PTC. We protect our intellectual
property rights by relying on copyrights, trademarks, patents and common law
safeguards, including trade secret protection, as well as restrictions on
disclosures and transferability contained in our agreements with other
parties. Despite these measures, there can be no assurance that the laws of
all relevant jurisdictions will afford the same protections to our products
and intellectual property as the laws of the United States. The software
industry is characterized by frequent litigation regarding copyright, patent
and other intellectual property rights. While we have not, to date, had any
significant claims of this type asserted against us, there can be no assurance
that someone will not assert such claims against us with respect to existing
or future products or that, if asserted, we would prevail in such claims. In
the event a lawsuit of this type is filed, it could result in significant
expense to us and divert the efforts of our technical and management
personnel, whether or not we ultimately prevail.
Pending legal proceedings
Certain class action lawsuits have been filed against us and certain of our
current and former officers and directors claiming violations of the federal
securities laws based on alleged misrepresentations regarding our anticipated
revenue and earnings for the third quarter of 1998. We believe the claims are
without merit, and we intend to defend them vigorously. We cannot predict the
ultimate resolution of these actions at this time, however, there can be no
assurance that the litigation will not have a material adverse impact on our
financial condition or results of operations.
Risk of Year 2000 non-compliance
Our operations and results could be adversely affected if our current
product offerings or internal systems are not made Year 2000 compliant or if
the major vendors or suppliers with whom we deal are not Year 2000 ready and
cannot be easily replaced. In addition, purchases by our customers could be
affected if they must expend significant resources to correct their own
systems.
Euro-conversion uncertainties
The conversion of major European countries to a common legal currency
creates uncertainties for companies like us that do significant business in
Europe. These uncertainties include technical adaptation of internal systems
to accommodate euro-denominated transactions, long-term competitive
implications of the conversion and the effect on market risk with respect to
financial instruments.
7
<PAGE>
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares by the selling
stockholders.
THE ACQUISITIONS
We issued shares of our common stock to the selling stockholders in
connection with two acquisitions. On October 2, 1998, we acquired InPart
Design, Inc. pursuant the terms of an Agreement and Plan of Reorganization
dated as of September 9, 1998 among us, one of our wholly owned subsidiaries
and InPart. On March 8, 1999, we acquired auxilium inc. under the terms of an
Agreement and Plan of Reorganization dated as of March 8, 1999 among us, one
of our wholly owned subsidiaries, auxilium inc. and the stockholders of
auxilium. InPart and auxilium both now operate as our wholly owned
subsidiaries. In connection with these acquisitions, we issued or reserved for
issuance a total of 4,642,586 shares of our common stock, of which 2,028,484
shares were in consideration for all the InPart stock and 2,614,102 shares,
together with $39,375,000 in cash, were in consideration for all the auxilium
stock. We also reserved 1,403,467 shares of our common stock for options and
warrants of InPart and auxilium which we assumed. Under the terms of the
InPart acquisition, we may be obligated to issue additional shares to the
former InPart stockholders in September 1999.
SELLING STOCKHOLDERS
The selling stockholders were the former stockholders of InPart and
auxilium. We issued the shares covered by this prospectus to them in
connection with the acquisitions or upon exercise of options assumed in the
acquisitions. In agreements related to the acquisitions, we agreed to register
for resale the shares issued to the selling stockholders.
The following table lists certain information concerning the selling
stockholders as of March 29, 1999, including the number of shares of common
stock beneficially owned by the selling stockholders, the number of shares
that the selling stockholders may sell under this prospectus and the number of
shares to be held by each such selling stockholder assuming the sale of all of
the shares offered in this prospectus. In the past three years, none of the
selling stockholders has had a material relationship with us, except that
certain selling stockholders became non-officer employees of or short-term
consultants to us, InPart or auxilium after the acquisition. We may amend or
supplement this prospectus from time to time to update the disclosure set
forth herein.
<TABLE>
<CAPTION>
Shares
Shares Beneficially
Beneficially Owned
Owned Or Issuable After
Before Offering This Offering(1)
-------------------- Shares Offered --------------------
Name of Selling Pursuant To This
Stockholder Number Percent Prospectus Number Percent
--------------- --------- ------- ---------------- ---------- ---------
<S> <C> <C> <C> <C> <C>
St. Paul Venture Capital
IV, LLC(2)............. 929,460 * 929,460 0 0
Asset Management Associ-
ates 1996, L.P.(4)..... 853,647 * 853,647 0 0
Michael R. Viola(2)(3).. 522,821 * 522,821 0 0
Erwin A. Kelen(2)....... 493,775 * 493,775 0 0
Charles River Partner-
ship VII(4)............ 346,717 * 346,717 0 0
Control Data Systems,
Inc.(2)(5)............. 58,091 * 58,091 0 0
41 other selling
stockholders who, as a
group, own less than 1%
of our outstanding
common stock
immediately prior to
this offering(6)....... 1,629,003(7) * 1,438,075 190,928 *
</TABLE>
- --------
* Indicates less than 1% of our outstanding common stock.
(1) The numbers in these columns assume that the selling stockholders will
sell all of the common stock offered for sale under this prospectus. There
can be no assurance that the selling stockholders will sell all or any
part of the shares offered under this prospectus.
8
<PAGE>
(2) Former stockholder of auxilium inc., which we acquired in March 1999.
(3) Mr. Viola is an employee of Parametric.
(4) Former stockholder of InPart Design, Inc., which we acquired in October
1998.
(5) In June 1998, we acquired ICEM Technologies, a division of Control Data
Systems, Inc.
(6) As of March 29, 1999, the 41 other selling stockholders hold options to
acquire an aggregate of 301,227 shares of our common stock.
(7) This number includes 190,928 shares that may be acquired within 60 days of
March 29, 1999 upon exercise of options.
PLAN OF DISTRIBUTION
The selling stockholders may offer the shares of common stock covered by
this prospectus from time to time in transactions in the over-the-counter
market, on any exchange where the common stock is then listed, with broker-
dealers or third-parties other than in the over-the-counter market or on an
exchange (including in block sales), in connection with short sales, in
connection with writing call options or in other hedging arrangements, or in
transactions involving a combination of such methods.
The selling stockholders may sell their shares at market prices prevailing
at the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.
The selling stockholders may use dealers, agents or underwriters to sell
their shares. Underwriters may use dealers to sell such shares. If this
happens, the dealers, agents or underwriters may receive compensation in the
form of discounts or commissions from the selling stockholders, purchasers of
shares or both (which compensation to a particular broker might be in excess
of customary compensation).
The selling stockholders and any dealers, agents or underwriters that
participate with the selling stockholder in the distribution of the shares may
be deemed to be "underwriters" as such term is defined in the Securities Act
of 1933. Any commissions paid or any discounts or concessions allowed to any
such persons, and any profits received on the resale of such shares of common
stock offered by this prospectus, may be deemed to be underwriting commissions
or discounts under the Securities Act of 1933.
To the extent required, we will amend or supplement this prospectus to
disclose material arrangements regarding the plan of distribution.
To comply with the securities laws of certain jurisdictions, the shares
offered by this prospectus may need to be offered or sold in such
jurisdictions only through registered or licensed brokers or dealers.
Under applicable rules and regulations under the Securities Exchange Act of
1934, any person engaged in a distribution of the shares of common stock
covered by this prospectus may be limited in its ability to engage in market
activities with respect to such shares. The selling stockholder, for example,
will be subject to applicable provisions of the Securities Exchange Act of
1934 and the rules and regulations under it, which provisions may limit the
timing of purchases and sales of any shares of common stock by the selling
stockholder. The foregoing may affect the marketability of the shares offered
by this prospectus.
We have agreed to pay certain expenses of the offering and issuance of the
shares covered by this prospectus, including the printing, legal and
accounting expenses we incur and the registration and filing fees imposed by
the SEC or the Nasdaq National Market. We will not pay brokerage commissions
or taxes associated with sales by the selling stockholders or any legal,
accounting and other expenses of the selling stockholders.
We have agreed with the selling stockholders, subject to certain conditions,
to keep the registration statement of which this prospectus constitutes a part
effective until one year from the effective date or, if earlier, such time as
all of the shares have been disposed of pursuant to and in accordance with the
registration statement.
9
<PAGE>
LEGAL MATTERS
The validity of the shares offered hereby will be passed upon for us by
Palmer & Dodge LLP.
EXPERTS
The consolidated financial statements of Parametric Technology Corporation
as of September 30, 1998 and 1997 and for each of the three years in the
period ended September 30, 1998, incorporated in this prospectus by reference
to Parametric Technology Corporation's Annual Report on Form 10-K for the year
ended September 30, 1998, except as they relate to Computervision Corporation
as of December 31, 1996 and for the year then ended, have been audited by
PricewaterhouseCoopers LLP, independent accountants, and, insofar as they
relate to Computervision Corporation as of December 31, 1996 and for the year
then ended, by Arthur Andersen LLP, independent accountants, as indicated in
their reports which appear as exhibits to the Annual Report on Form 10-K of
Parametric Technology Corporation for the year ended September 30, 1998. Such
financial statements are incorporated by reference into this prospectus in
reliance on the reports of such independent accountants given on the authority
of such firms as experts in auditing and accounting.
10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the various expenses (except expenses
incurred by the selling stockholders for brokerage, accounting, tax or legal
services or any other expenses incurred by the selling stockholders in taking
possession of or disposing of the shares) to be incurred in connection with
the sale and distribution of the securities being registered hereby, all of
which we will bear. All amounts shown are estimates except the SEC
registration fee.
<TABLE>
<S> <C>
SEC registration fee................................................ $22,533
Legal fees and expenses of PTC...................................... 15,000
Accounting fees and expenses........................................ 7,500
Miscellaneous expenses.............................................. 4,967
-------
Total............................................................. $50,000
=======
</TABLE>
Item 15. Indemnification of Directors and Officers
Section 67 of Chapter 156B of the Massachusetts Business Corporation Law
grants PTC the power to indemnify any director, officer, employee or agent to
whatever extent permitted by PTC's Articles of Organization, By-Laws or a vote
adopted by the holders of a majority of the shares entitled to vote thereon,
unless the proposed indemnitee has been adjudicated in any proceeding not to
have acted in good faith in the reasonable belief that his action was in the
best interests of PTC or, to the extent that the matter for which
indemnification is sought relates to service with respect to an employee
benefit plan, in the best interests of the participants or beneficiaries of
such employee benefit plan. Such indemnification may include payment by PTC of
expenses incurred in defending a civil or criminal action or proceeding in
advance of the final disposition of such action or proceeding, upon receipt of
an undertaking by the person indemnified to repay such payment if he shall be
adjudicated to be not entitled to indemnification under the statute.
Article 6B of PTC's Articles of Organization provides that PTC shall, to the
fullest extent legally permissible, indemnify each person at any time elected
or appointed a director or officer of PTC, or who serves at PTC's request as a
director or officer of another organization or in any capacity with respect to
any employee benefit plan against any and all costs and expenses (including
but not limited to court costs and legal fees) reasonably incurred by, and any
and all liabilities imposed upon, him in connection with, or arising out of,
or resulting from, any claim made, or any action, suit or proceeding (whether
civil, criminal, administrative or investigative) threatened or brought,
against him or in which he may be involved as a party or otherwise by reason
of his having so served or by reason of any action taken or omitted or alleged
to have been taken or omitted by him in such capacity unless in any proceeding
such person shall have been finally adjudicated with respect to the matter or
matters as to which indemnification is sought not to have acted in good faith
in the reasonable belief that his action was in the best interest of PTC or,
to the extent that such matter or matters relate to service with respect to an
employee benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan. Such indemnification shall
include payment by PTC of expenses incurred in defending any such action, suit
or proceeding in advance of the final disposition of such action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the person
indemnified to repay such payment if he shall be adjudicated to be not
entitled to indemnification under Article VI, which undertaking shall be
accepted without reference to the financial ability of such person to make
repayment.
The right of indemnification under Article 6B does not extend to amounts
incurred or paid in connection with any matter which shall be disposed of
through a compromise payment or other settlement prior to final adjudication,
whether by or pursuant to a consent decree or otherwise, unless such
compromise or other settlement is approved by PTC, which approval shall not
unreasonably be withheld, or by a court of competent
II-1
<PAGE>
jurisdiction. Article VI sets forth certain circumstances under which the
payment of indemnification is conclusively deemed approved by PTC. Article VI
also contains certain procedural and other provisions which provide additional
protection for persons seeking indemnification.
The indemnification provided for in Article VI is a contract right inuring
to the benefit of the directors, officers and others entitled to
indemnification. In addition, the indemnification is expressly in addition to
and not exclusive of any other rights to which such director, officer or other
person may be entitled and inures to the benefit of the heirs, executors,
administrators and legal representatives of such a person.
Section 13(b)(1 1/2) of Chapter 156B of the Massachusetts Business
Corporation Law provides that a corporation may, in its Articles of
Organization, eliminate the directors' personal liability to the corporation
and its stockholders for monetary damages for breaches of fiduciary duty,
except in circumstances involving (i) a breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) unauthorized distributions and loans to insiders, and (iv)
transactions from which the director derived an improper personal benefit.
PTC's Articles of Organization include a provision providing that no director
shall be personally liable to PTC or its stockholders for monetary damages for
any breach of fiduciary duty as a director, except to the extent that such
exculpation is not permitted under the provisions of the Massachusetts
Business Corporation Law summarized above. No amendment or repeal of that
provision of the Articles of Organization shall apply or have any effect on
the liability of any director for or with respect to acts or omissions
occurring prior to the amendment or repeal.
PTC maintains an insurance policy on behalf of the directors and officers of
PTC and its subsidiaries covering certain liabilities which may arise as a
result of the actions of said directors and officers.
The provisions described above may be sufficiently broad to indemnify
directors and officers and control persons of PTC against liability arising
under the Securities Act of 1933, as amended (the "Act"). Insofar as
indemnification for liabilities arising under the Act may be permitted to
directors, officers or persons controlling PTC pursuant to the foregoing
provisions, PTC has been informed 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.
Item 16. Exhibits
See Exhibit Index immediately following the signature page hereof.
Item 17. 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 the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration
II-2
<PAGE>
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 with or furnished to the Commission by the registrant
pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the 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 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities 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 herein, 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 15 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, there unto duly
authorized, in the City of Waltham, Massachusetts, on March 29, 1999.
PARAMETRIC TECHNOLOGY CORPORATION
/s/ Edwin J. Gillis
By: _________________________________
Edwin J. Gillis
Executive Vice President, Chief
Financial
Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
(i) Principal Executive Officer:
/s/ Steven C. Walske* Chairman and Chief March 29, 1999
______________________________________ Executive Officer
Steven C. Walske
(ii) Principal Financial and Accounting Officer:
/s/ Edwin J. Gillis Executive Vice President, March 29, 1999
______________________________________ Chief Financial Officer
Edwin J. Gillis and Treasurer
(iii) Board of Directors:
/s/ Steven C. Walske* Director March 29, 1999
______________________________________
Steven C. Walske
/s/ C. Richard Harrison* Director March 29, 1999
______________________________________
C. Richard Harrison*
/s/ Robert N. Goldman* Director March 29, 1999
______________________________________
Robert N. Goldman
/s/ Donald K. Grierson* Director March 29, 1999
______________________________________
Donald K. Grierson
/s/ Oscar B. Marx, III* Director March 29, 1999
______________________________________
Oscar B. Marx, III
/s/ Michael E. Porter* Director March 29, 1999
______________________________________
Michael E. Porter
/s/ Noel G. Posternak* Director March 29, 1999
______________________________________
Noel G. Posternak
/s/ Edwin J. Gillis
______________________________________
*Attorney-in-Fact
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
4.1(a) Articles of Organization; filed as Exhibit 3.1 to our Quarterly Report
on Form 10-Q for the fiscal quarter ended September 30, 1996 and
incorporated herein by reference.
4.1(b) Articles of Amendment to Restated Articles of Organization; filed as
Exhibit 4.1(b) to our Registration Statement on Form S-8 (File No.
333-22169) and incorporated herein by reference).
4.2 By-Laws as amended through November 21, 1990; filed as Exhibit 3.2 to
our Annual Report on Form 10-K for the year September 30, 1996 and
incorporated herein by reference.
5.1 Opinion of Palmer & Dodge LLP, filed herewith.
23.1 Consent of PricewaterhouseCoopers LLP, filed herewith.
23.2 Consent of Arthur Andersen LLP, filed herewith.
23.3 Consent of Palmer & Dodge LLP (included in Exhibit 5.1 filed
herewith).
24.1 Power of Attorney (included in signature page of the Registrant's
Registration Statement on Form S-3 filed on February 22, 1999 (File
No. 333-72759)).
</TABLE>
<PAGE>
EXHIBIT 5.1
PALMER & DODGE LLP
One Beacon Street Boston, MA 02108-3190
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
March 29, 1999
Parametric Technology Corporation
128 Technology Drive
Waltham, MA 02453
Ladies and Gentlemen:
We are rendering this opinion in connection with Pre-Effective Amendment No.
1 (the "Amendment") to the Registration Statement on Form S-3 (Registration
No. 333-72759 filed February 22, 1999) (the "Registration Statement") filed by
Parametric Technology Corporation (the "Company") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, on the date
hereof. This opinion replaces our opinion dated February 10, 1999. The
Registration Statement and the Amendment together relate to the registration
of an aggregate of 4,642,586 shares (the "Shares") of the Company's Common
Stock, $.01 par value, offered for sale by certain stockholders of the Company
described therein.
We have acted as your counsel in connection with the preparation of the
Registration Statement and the Amendment and are familiar with the proceedings
taken by the Company in connection with the authorization and issuance of the
Shares. We have examined all such documents as we consider necessary to enable
us to render this opinion.
Based upon the foregoing, we are of the opinion that the Shares have been
duly authorized and validly issued and are fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under "Legal Matters."
Very truly yours,
/s/ Palmer & Dodge LLP
---------------------------
Palmer & Dodge LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Pre-Effective Amendment
No. 1 to the Registration Statement of Parametric Technology Corporation on
Form S-3 of our reports dated October 26, 1998, on our audits of the
consolidated financial statements and financial statement schedule of
Parametric Technology Corporation as of September 30, 1998 and 1997, and for
the years ended September 30, 1998, 1997 and 1996, 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, 1998. We also consent
to the reference to our firm under the caption "Experts."
/s/ PricewaterhouseCoopers LLP
---------------------------------
PricewaterhouseCoopers LLP
Boston, Massachusetts
March 26, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this pre-effective amendment no. 1 to the registration statement
of our report 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 January 12, 1998) on the
consolidated financial statements of Computervision Corporation as of December
31, 1996, included in Parametric Technology Corporation's Annual Report on
Form 10-K, for the year ended September 30, 1998 and to all references to our
firm included in this registration statement.
/s/ Arthur Andersen LLP
Boston, Massachusetts
March 26, 1999
