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Filed Pursuant to Rule 424(b)(3) and (c)
File Number 333-72759
PROSPECTUS SUPPLEMENT DATED APRIL 1, 1999
to
Prospectus Dated March 30, 1999
Parametric Technology Corporation.
853,647 Shares of Common Stock
This prospectus supplement supplements the prospectus dated March 30, 1999 of
Parametric Technology Corporation relating to the offer and sale of 853,647
shares of our common stock by certain of our stockholders who received those
shares in connection with our acquisition of InPart Design, Inc. in October
1998, or by pledgees, donees, transferees or other successors in interest that
receive a portion of those shares from certain of our stockholders as a gift,
partnership distribution or other non-sale related transfer. This prospectus
supplement should be read in conjunction with our prospectus dated March 30,
1999, and this prospectus supplement is qualified by reference to the
prospectus, except to the extent that the information in this prospectus
supplement replaces the information in the prospectus. Capitalized terms used
and not otherwise defined in this prospectus supplement have the meanings
specified in the prospectus.
SELLING STOCKHOLDERS
The prospectus is amended to include as additional stockholders the potential
distributees identified in footnote (4) of the table below, who were not
specifically identified in the prospectus as selling stockholders.
<TABLE>
<CAPTION>
Shares Beneficially
Shares Beneficially Owned
Owned Or Issuable After
Before Offering Shares Offered This Offering(1)
------------------------- Pursuant To This -------------------------
Number Percent Prospectus Number Percent
------------ ----------- ------------------ ------------ -----------
<S> <C> <C> <C> <C> <C>
Asset Management Associates 1996, L.P. (4) 853,647 * 853,647 0 0
</TABLE>
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* 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 the prospectus. There can
be no assurance that the selling stockholders will sell all or any part of
those shares.
(2) Former stockholder of InPart Design, Inc., which we acquired in October
1998. Subsequent to the date of this prospectus supplement, the shares
held by Asset Management Associates 1996, L.P. may be distributed to its
partners: 1990 Bay Associates, Old Westbury Venture Capital Fund, The
University of Chicago, University of Virginia, Co-operative Insurance
Society, Computrol, Ltd., GC&H Investments, J.P. Cullen Limited
Partnership, Sam Eletr, The Finnane Living Trust, U/A 9/21/87, Fitzgerald
Trust, Dated 3/8/94, The William and Flora Hewlett Foundation, Charles T.
Horngren and Joan E. Horngren Trustees U/T/A dated Oct 20, 1993, J.F. Shea
Co., Inc. as Nominee 1996-20, Jadobe Investments, LLC, The Henry J. Kaiser
Family Foundation, Kemper Technology Fund, Tom Klein, Knightsbridge
Associated Investors IX, LP, Trustees of the Lawrenceville School,
Lumbermens Mutual Casualty Company, Saraswati Partners, Mayo Foundation
Pension Plan, The Phillip W. Moffitt Revocable Trust dated 2/19/93, Moshe
Alafi, Trustee, Christopher Alafi, Trustor, U/T/A dated 1/25/85, Moshe
Alafi, Trustee, Shireen Alafi, Trustor, U/T/A dated 1/25/85, Needham &
1
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Company, Inc., George Needham, NLTC-96 Partners, PCM Partners, Lauer & Co.
Agent for: The Pew Memorial Trust, Lauer & Co. Agent for: J.H. Pew Freedom
Trust, Lauer & Co. Agent for: J.N. Pew, Jr. Trust, Lauer & Co. Agent for:
Mabel Pew Myrin Trust, Polkview Corporation, Raj Rajaratnam, R. Douglas
Rivers, William J. and Josephine Joan Ryan, Philip M. Sawyer, St. Paul's
School, Venture Capital Management, William B. Wiener, Jr., Daniel P.
Wiener, Samuel Wiener, Jr., Sara Michelle Wiener, R. B. Woolley, Jr., Asset
Management Partners, Franklin P. Johnson, Jr., Craig C. Taylor, John F.
Shoch, W. Ferrell Sanders, LTT Partners, Douglas E. Kelly, Tony Di Bona.
PLAN OF DISTRIBUTION
The plan of distribution is amended to include as selling stockholders
pledgees, donees, transferees or other successors-in-interest selling shares
received from a named selling stockholder as a gift, partnership distribution or
other non-sale related transfer after the date of this prospectus supplement.
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