As filed with the Securities and Exchange Commission
on March 10, 2004
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
140 Kendrick Street, Needham, MA 02494
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full title of Plan)
Cornelius F. Moses, III
Executive Vice President and Chief Financial Officer
Parametric Technology Corporation
140 Kendrick Street
Needham, Massachusetts 02494
(Name and address of agent for service)
(781) 370-5000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share price fee
------------ -------------- ------------- -------------- -------------
Common Stock, 8,000,000 $ 4.525(3) $ 36,200,000(3) $ 4,586.54
$.01 par shares(1)(2)
value
(1) This Registration Statement registers shares to be offered by us pursuant to
our 2000 Employee Stock Purchase Plan. The shares include associated stock
purchase rights that currently are evidenced by certificates for shares of the
Common Stock and that automatically trade with the shares.
(2) Pursuant to Rule 416 under the Securities Act of 1933, to the extent
additional shares of our common stock may be issued or issuable as a result of a
stock split or other distribution declared at any time by the Board of Directors
while this registration statement is in effect, this registration statement is
hereby deemed to cover all such additional shares of common stock.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and 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 March 9, 2004.
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 February 16, 2000
(Commission File No. 333-30514) (the "Original Registration Statement"),
relating to the registration of 2,000,000 shares of our Common Stock, $.01 par
value per share (the "Common Stock"), authorized for issuance under our 2000
Employee Stock Purchase Plan (the "2000 Plan"), is incorporated by reference in
its entirety herein. Since the filing of the Original Registration Statement, we
have filed one additional Registration Statement on Form S-8 with the Commission
on February 16, 2001 relating to the registration of 8,000,000 additional shares
(Commission File No. 333-55798) under the 2000 Plan. This Registration Statement
provides for the registration of an additional 8,000,000 shares authorized for
issuance under the 2000 Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See Exhibit Index immediately following the signature page.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
we certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-8 and have duly caused this Registration
Statement to be signed on our behalf by the undersigned, thereunto duly
authorized, in the Town of Needham, Massachusetts, on the 10th day of March,
2004.
PARAMETRIC TECHNOLOGY CORPORATION
By: /s/ Cornelius F. Moses, III
--------------------------------
Cornelius F. Moses, III
Executive Vice President &
Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Parametric Technology
Corporation, hereby severally constitute Cornelius F. Moses, III, Aaron C. von
Staats, Esq., and Matthew 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.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
Signature Title Date
(i) Principal Executive Officer:
/s/ C. Richard Harrison Chief Executive Officer, March 10, 2004
--------------------------------- President and Director
C. Richard Harrison
(ii) Principal Financial and Accounting Officer:
/s/ Cornelius F. Moses, III Executive Vice President March 10, 2004
--------------------------------- and Chief Financial
Cornelius F. Moses, III Officer
Signature Title Date
(iii) Board of Directors:
/s/ Noel G. Posternak Chairman of the March 10, 2004
--------------------------------- Board of Directors
Noel G. Posternak
/s/ C. Richard Harrison Director March 10, 2004
---------------------------------
C. Richard Harrison
/s/ Robert N. Goldman Director March 10, 2004
---------------------------------
Robert N. Goldman
/s/ Donald K. Grierson Director March 10, 2004
---------------------------------
Donald K. Grierson
/s/ Oscar B. Marx, III Director March 10, 2004
---------------------------------
Oscar B. Marx, III
/s/ Michael E. Porter Director March 10, 2004
---------------------------------
Michael E. Porter
EXHIBIT INDEX
Exhibit
Number Description
4.1(a) Restated Articles of Organization of Parametric
Technology Corporation adopted February 4, 1993 (filed
as Exhibit 3.1 to our Quarterly Report on Form 10-Q for
the fiscal quarter ended March 30, 1996 (File No.
0-18059) and incorporated herein by reference).
4.1(b) Articles of Amendment to Restated Articles of
Organization adopted February 8, 1996 (filed as Exhibit
4.1(b) to our Registration Statement on Form S-8
(Registration No. 333-01297) and incorporated herein by
reference).
4.1(c) Articles of Amendment to Restated Articles of
Organization adopted February 13, 1997 (filed as
Exhibit 4.1(b) to our Registration Statement on Form
S-8 (Registration No. 333-22169) and incorporated
herein by reference).
4.1(d) Articles of Amendment to Restated Articles of
Organization adopted February 10, 2000 (filed as
Exhibit 3.1 to our Quarterly Report on Form 10-Q for
the fiscal quarter ended April 1, 2000 (File No.
0-18059) and incorporated herein by reference).
4.1(e) Certificate of Vote of Directors establishing Series A
Junior Preferred Stock (filed as Exhibit 3.1(e) to our
Annual Report on Form 10-K for the fiscal year ended
September 30, 2000 (File No. 0-18059) and incorporated
herein by reference).
4.2 By-Laws, as amended and restated (filed as Exhibit 3.2
to our Annual Report on Form 10-K for the fiscal year
ended September 30, 2000 (File No. 0-18059) and
incorporated herein by reference).
4.3 Rights Agreement effective as of January 5, 2001
between Parametric Technology Corporation and American
Stock Transfer & Trust Company (filed as Exhibit 4.2 to
our Annual Report on Form 10-K for the fiscal year
ended September 30, 2000 (File No. 0-18059) and
incorporated herein by reference).
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).
23.2 Consent of PricewaterhouseCoopers LLP; filed herewith.
24.1 Power of Attorney (contained on the signature page
hereto).
EXHIBIT 5.1
PALMER & DODGE LLP
111 Huntington Avenue At Prudential Center
Boston, MA 02199-7613
March 10, 2004
Parametric Technology Corporation
140 Kendrick Street
Needham, MA 02494
Ladies and Gentlemen:
We are rendering this opinion in connection with the Registration Statement on
Form S-8 (the "Registration Statement") filed on or about the date hereof with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, for the registration of 8,000,000 shares of Common Stock, $.01 par
value per share (the "Shares"), of Parametric Technology Corporation, a
Massachusetts corporation (the "Company"), issuable under the Company's 2000
Employee Stock Purchase Plan (the "Plan").
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, issuance and sale 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, when issued and sold in
accordance with the terms of the Plan, the Shares will be validly 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
PALMER & DODGE LLP
Main 617.239.0100 Fax 617.227.4420 www.palmerdodge.com
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated December 8, 2003 relating to the
consolidated financial statements of Parametric Technology Corporation, which
appears in Parametric Technology Corporation's Annual Report on Form 10-K for
the year ended September 30, 2003.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
March 10, 2004