<PAGE>
As filed with the Securities and Exchange Commission on February 22, 1999
Registration No. 333-_______
============================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Classification Code Number) Identification No.)
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
Title of each class of maximum Proposed maximum
securities to be Amount to be offering price aggregate Amount of
to be registered registered per share (1) offering price (1) registration fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 2,028,484 shares $14.0625 $28,525,556 $7,930
- -----------------------------------------------------------------------------------------------------------
</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
February 11, 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 FEBRUARY 22, 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
2,028,484 SHARES OF COMMON STOCK
Our common stock trades on the Nasdaq National Market under the symbol
"PMTC." On February 17, 1999, the last reported sale price of our common stock
was $14.1875 per share.
We previously issued shares of our common stock to the former stockholders
of InPart Design, Inc. in connection with our acquisition of that company. This
prospectus relates to the resale 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 February __, 1999.
<PAGE>
TABLE OF CONTENTS
Page
----
Where You Can Find More Information................................. 3
Parametric Technology Corporation................................... 3
Risk Factors........................................................ 4
Use of Proceeds..................................................... 7
The Acquisition..................................................... 7
Selling Stockholders................................................ 7
Plan of Distribution................................................ 7
Legal Matters....................................................... 8
Experts............................................................. 8
2
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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 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.
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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.
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:
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. 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.
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.
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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.
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
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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.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the shares by the selling
stockholders.
THE ACQUISITION
Pursuant to an Agreement and Plan of Reorganization, dated as of
September 9, 1998, by and among us, PTC Acquisition Corporation, our wholly
owned subsidiary, and InPart Design, Inc. (InPart), we acquired all of the
outstanding common stock of InPart on October 2, 1998. Pursuant to the terms of
the acquisition, we issued or reserved for issuance 2,371,776 shares of our
common stock in consideration for all the InPart stock and options. Under the
terms of the acquisition, we may be obligated to issue additional shares to the
former InPart stockholders in September 1999.
SELLING STOCKHOLDERS
The selling stockholders were stockholders of InPart. We issued the shares
covered by this prospectus to them in connection with the acquisition or upon
exercise of options assumed in the acquisition. In agreements related to the
acquisition, we agreed to register the shares issued to the selling
stockholders. The total number of shares held by the selling stockholders does
not exceed one percent (1%) of our outstanding capitalization. In the past three
years, none of the selling stockholders has had a material relationship with us,
except that certain selling stockholders have become non-officer employees of or
short-term consultants to InPart or us after the acquisition.
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
7
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(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.
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.
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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.
SEC registration fee........................................ $ 7,930
Legal fees and expenses of PTC.............................. 10,000
Accounting fees and expenses................................ 5,000
Miscellaneous expenses...................................... 2,070
----------
Total.................................................. $ 25,000
==========
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.
<PAGE>
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 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
II-2
<PAGE>
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 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 February 22, 1999.
PARAMETRIC TECHNOLOGY CORPORATION
By: /s/ Edwin J. Gillis
---------------------------
Edwin J. Gillis
Executive Vice President, Chief Financial
Officer and Treasurer
POWER OF ATTORNEY
-----------------
We, the undersigned officers and directors of Parametric Technology
Corporation, hereby severally constitute Edwin J. Gillis, David R. Friedman,
Esq. and Stanley Keller, Esq. and any 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-3 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 us 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.
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 Executive Officer January 11, 1999
- --------------------------------
Steven C. Walske
(ii) Principal Financial and Accounting Officer:
/s/ Edwin J. Gillis Executive Vice President, Chief February 22, 1999
- -------------------------------- Financial Officer and Treasurer
Edwin J. Gillis
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
(iii) Board of Directors:
/s/ Steven C. Walske Director January 11, 1999
- -------------------------------
Steven C. Walske
/s/ C. Richard Harrison Director January 6, 1999
- -------------------------------
C. Richard Harrison
/s/ Robert N. Goldman Director January 11, 1999
- -------------------------------
Robert N. Goldman
/s/ Donald K. Grierson Director January 11, 1999
- -------------------------------
Donald K. Grierson
/s/ Oscar B. Marx, III Director January 11, 1999
- -------------------------------
Oscar B. Marx, III
/s/ Michael E. Porter Director January 6, 1999
- -------------------------------
Michael E. Porter
/s/ Noel G. Posternak Director January 11, 1999
- -------------------------------
Noel G. Posternak
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4.1(a) Articles of Organization; filed as Exhibit 3.1 to the 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 the Company's 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
the Registrant's 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 (see page II-4 of this registration statement).
<PAGE>
EXHIBIT 5.1
PALMER & DODGE LLP
One Beacon Street, Boston, MA 02108-3190
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
February 10, 1999
Parametric Technology Corporation
128 Technology Drive
Waltham, MA 02453
Ladies and Gentlemen:
We are rendering this opinion in connection with the Registration
Statement on Form S-3 (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 or about the date
hereof. The Registration Statement relates to the registration of 2,028,484
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 are familiar with the proceedings taken by the
Company in connection with the authorization and issuance of such 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 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
February 19, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this 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
February 19, 1999
