<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-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PARAMETRIC TECHNOLOGY CORPORATION
================================================================================
(Exact name of registrant as specified in its charter)
Massachusetts 04-2866152
- ------------------------------- -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization
128 Technology Drive, Waltham, MA 02453
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
1997 NONSTATUTORY STOCK OPTION PLAN
- --------------------------------------------------------------------------------
(Full title of Plan)
Edwin J. Gillis
Executive Vice President, Chief Financial Officer and Treasurer
Parametric Technology Corporation
128 Technology Drive
Waltham, Massachusetts 02453
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(781) 398-5000
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of securities Amount to be maximum offering maximum aggregate Amount of
to be registered registered price per share offering price registration fee
- --------------------- ------------------- ---------------- ----------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, 13,000,000 shares(1) $14.0625(2) $182,812,500(2) $50,822
$.01 par value
</TABLE>
- --------------------------------------------------------------------------------
(1) This Registration Statement registers shares to be offered by Registrant
pursuant to its 1997 Nonstatutory Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, and based on the
average of the high and low sale prices of the Common Stock as reported by the
Nasdaq National Market on February 11, 1999.
<PAGE>
Statement Regarding Incorporation By Reference From Effective Registration
Statement.
Pursuant to General Instruction E to Form S-8, the Registration Statement
on Form S-8 of Parametric Technology Corporation filed with the Securities and
Exchange Commission (the "Commission") on June 4, 1997 (Commission File No. 333-
28495) (the "Original Registration Statement"), relating to the registration of
5,000,000 shares of our Common Stock, $.01 par value per share (the "Common
Stock"), authorized for issuance under our 1997 Nonstatutory Stock Option Plan
(the "1997 Plan"), is incorporated by reference in its entirety herein. We have
filed two additional Registration Statements on Form S-8 with the Commission
relating to the registration of additional shares of Common Stock for issuance
under the 1997 Plan since the filing of the Original Registration Statement: on
October 24, 1997 we registered 1,200,000 shares (Commission File No. 333-38629)
and on June 8, 1998 we registered 12,000,000 shares (Commission File No. 333-
56287). This Registration Statement provides for the registration of an
additional 13,000,000 shares of Common Stock authorized for issuance under the
1997 Plan. All Common Stock share numbers in this Form S-8 have been adjusted to
reflect the one-for-one stock dividend on all issued and outstanding shares of
Common Stock (excluding shares held in our treasury) declared by our Board of
Directors on February 12, 1998 and effective on March 6, 1998.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Waltham, Massachusetts, on the 11th day of
February, 1999.
PARAMETRIC TECHNOLOGY CORPORATION
By: /s/ Steven C. Walske
-----------------------------
Steven C. Walske
Chief Executive Officer
and Chairman of the Board
POWER OF ATTORNEY
-----------------
We, the undersigned officers and directors of Parametric Technology
Corporation, hereby severally constitute Edwin J. Gillis, David R. Friedman,
Esq., and Mathew C. Dallett, Esq., and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and
in our names in the capacities indicated below, the Registration Statement on
Form S-8 filed herewith and any and all subsequent amendments to said
Registration Statement, and generally to do all such things in our names and
behalf in our capacities as officers and directors to enable Parametric
Technology Corporation to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.
WITNESS our hands and common seal on the date set forth below.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
(i) Principal Executive Officer:
/s/ Steven C. Walske Chief Executive Officer February 11, 1999
-------------------- and Chairman of the Board
Steven C. Walske
(ii) Principal Financial and
Accounting Officer:
/s/ Edwin J. Gillis Executive Vice President, February 11, 1999
------------------- Chief Financial Officer and
Edwin J. Gillis Treasurer
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
(iii) Board of Directors:
/s/ Steven C. Walske Director February 11, 1999
--------------------
Steven C. Walske
/s/ C. Richard Harrison Director February 11, 1999
-----------------------
C. Richard Harrison
/s/ Robert N. Goldman Director February 11, 1999
---------------------
Robert N. Goldman
/s/ Donald K. Grierson Director February 11, 1999
----------------------
Donald K. Grierson
/s/ Noel G. Posternak Director February 11, 1999
---------------------
Noel G. Posternak
/s/ Michael E. Porter Director February 11, 1999
---------------------
Michael E. Porter
Director
---------------------
Oscar B. Marx, III
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.1(a) Restated Articles of Organization (incorporated herein by
reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q,
filed on May 14, 1996).
4.1(b) Articles of Amendment to Restated Articles of Organization
(incorporated herein by reference to Exhibit 4.1(b) of our
Registration Statement on Form S-8, filed on February 21, 1997).
4.2 By-Laws of the Registrant, as amended and restated (incorporated
herein by reference to Exhibit 3.2 to our Annual Report on Form
10-K, filed on December 24, 1996).
5.1 Opinion of Palmer & Dodge LLP as to the legality of the securities
registered hereunder; filed herewith.
23.1 Consent of Palmer & Dodge LLP (included in Exhibit 5.1); filed
herewith.
23.2 Consent of PricewaterhouseCoopers LLP; filed herewith.
23.3 Consent of Arthur Andersen LLP; filed herewith.
24.1 Power of Attorney (contained on the signature page hereto).
<PAGE>
EXHIBIT 5.1
Palmer & Dodge LLP
One Beacon Street, Boston, MA 02108-3190
Telephone: (617) 573-0100 Facsimile: (617) 227-4420
February 16, 1999
Parametric Technology Corporation
128 Technology Drive
Waltham, MA 02453
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission relating to 13,000,000 shares of Common Stock, $.01 par value per
share (the "Shares"), of Parametric Technology Corporation, a Massachusetts
corporation (the "Company"), issuable upon exercise of options granted or to be
granted under the Company's 1997 Non Statutory Stock Option Plan (the "Plan").
It is our opinion that the Shares have been duly authorized for issuance and,
when issued in accordance with the terms of the Plan, will be legally issued,
fully paid and nonassessable.
We hereby consent to the use of our name in the Registration Statement and
consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ PALMER & DODGE LLP
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Parametric Technology Corporation on Form S-8 of our reports dated October 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.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
February 19, 1999
<PAGE>
EXHIBIT 23.3
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.
/s/ Arthur Andersen LLP
Boston, Massachusetts
February 19, 1999
