As filed with the Securities and Exchange Commission on July 24, 2003
REGISTRATION NOS. 333-01297 and 333-22169
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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POST-EFFECTIVE AMENDMENTS NO. 2 AND NO. 1 TO
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 (I.R.S. Employer
of incorporation) Identification No.)
140 Kendrick Sreet, Needham, Massachusetts 02494
(Address and telephone number of registrant's principal executive offices)
1997 INCENTIVE STOCK OPTION PLAN,
as merged with and into and administered under the
2000 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
Aaron C. von Staats
Senior Vice President, General Counsel & Clerk
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)
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AMENDMENT OF INCENTIVE STOCK OPTION PLAN
Registrant hereby amends both its Registration Statement on Form S-8
(Commission File No. 333-01297) filed with the Securities and Exchange
Commission (the "Commission") on February 28, 1996, as amended by Post-Effective
Amendment No. 1 filed on February 21, 1997 (the "Original Registration
Statement"), and its Registration Statement on Form S-8 (Commission File No.
333-22169) filed with the Commission on February 21, 1997 (the "Second
Registration Statement"), to reflect the merger of the Registrant's 1997
Incentive Stock Option Plan (the "1997 Plan") with and into the Registrant's
2000 Equity Incentive Plan (the "Equity Plan"), as approved by the Board of
Directors on February 15, 2001. At the time of the merger, 5,164,150 shares of
our common stock that previously had been registered on the Original
Registration Statement had not been issued and an aggregate of 6,772,350 shares
(as 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) that previously had been registered on the Second Registration
Statement had not been issued. The Equity Plan was effective as of February 10,
2000, the date on which it was approved by our stockholders. The rights and
privileges of holders of outstanding options under the 1997 Plan continue to be
governed by the 1997 Plan. As a result of the merger, 11,936,500 shares of our
common stock that previously had been available for issuance under the 1997
Plan, which includes shares subject to outstanding options originally issued
under the 1997 Plan that may expire or terminate unexercised or that may be
forfeited, are available for issuance under the Equity Plan, provided that no
such shares may be issued under the Equity Plan (a) to any non-employee director
or (b) in the form of any type of award other than stock options.
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
Post-Effective Amendments No. 2 and No. 1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Needham, Commonwealth of
Massachusetts, on the 22nd day of July, 2003.
PARAMETRIC TECHNOLOGY CORPORATION
By: /s/ C. Richard Harrison
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C. Richard Harrison
Chief Executive Officer and President
POWER OF ATTORNEY
We, the undersigned officers and directors of Parametric Technology
Corporation, hereby severally constitute Thomas L. Beaudoin, 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.
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.
Signature Title Date
(i) Principal Executive Officer:
/s/ C. Richard Harrison Chief Executive Officer, July 22, 2003
---------------------------------- President and Director
C. Richard Harrison
(ii) Principal Financial
and Accounting Officer:
/s/ Cornelius F. Moses, III Executive Vice President and July 22, 2003
---------------------------------- Chief Financial Officer
Cornelius F. Moses, III
(iii) Board of Directors:
/s/ Noel G. Posternak Chairman of the July 22, 2003
--------------------------------- Board of Directors
Noel G. Posternak
/s/ Robert N. Goldman Director July 22, 2003
---------------------------------
Robert N. Goldman
/s/ Donald K. Grierson Director July 22, 2003
---------------------------------
Donald K. Grierson
/s/ Oscar B. Marx, III Director July 22, 2003
---------------------------------
Oscar B. Marx, III
/s/ Michael E. Porter Director July 22, 2003
---------------------------------
Michael E. Porter