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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended: SEPTEMBER 30, 1996 Commission File Number: 0-18059
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PARAMETRIC TECHNOLOGY CORPORATION
---------------------------------
(Exact name of registrant as specified in its charter)
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MASSACHUSETTS 04-2866152
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
128 TECHNOLOGY DRIVE, WALTHAM, MA 02154
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(Address of principal executive offices, including zip code)
(617) 398-5000
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(Registrant's telephone number, including area code)
Securities registered pursuant to Securities registered pursuant
Section 12(b) of the Act: Section 12(g) of the Act:
None COMMON STOCK, $.01 PAR VALUE PER SHARE
--------------------------------------
(Title of Class)
----------------
Indicate by check mark whether the registrant has (i) filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (ii) has been subject to such
filing requirements for the past 90 days.
YES X NO __________
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein and will not be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K, or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by nonaffiliates
of the registrant as of October 31, 1996 was $5,404,022,974.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Common Stock, $.01 par value per share 127,462,608
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Class Outstanding at October 31, 1996
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the fiscal year
ended September 30, 1996 are incorporated by reference into Parts I and II.
Portions of the definitive Proxy Statement in connection with the
Annual Meeting of Stockholders to be held February 13, 1997 are incorporated
by reference into Part III.
1
Important Factors Regarding Future Results
Information provided by the Company, including information contained in this
Annual Report on Form 10-K, or by its spokespersons from time to time may
contain forward-looking statements concerning projected financial performance,
market and industry segment growth, product development and commercialization,
or other aspects of future operations. Such statements, made pursuant to the
safe harbor established by recent securities legislation, are based on the
assumptions of management at the time such statements are made. The Company
cautions investors that its performance (and, therefore, any forward-looking
statement) is subject to risks and uncertainties. Various important factors,
including but not limited to those discussed herein, may cause the Company's
future results to differ materially from those projected in any forward-looking
statement. Important information about the basis for those assumptions is
contained in "Important Factors Regarding Future Results" included in the
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" section in the 1996 Annual Report to Stockholders, which section is
incorporated herein by reference.
PART I
ITEM 1: Business
General
Parametric Technology Corporation (the "Company") develops, markets and supports
the Pro/ENGINEER(R) family of software products - a suite of more than 70
application modules that automate the design-through-manufacturing process
within the mechanical computer-aided design, manufacturing and engineering
("CAD/CAM/CAE") industry. The Company's Pro/ENGINEER product line includes
capabilities in industrial design; mechanical design, including large assembly
management; functional simulation; manufacturing; information management; and
data exchange.
Mechanical CAD/CAM/CAE is a complex, iterative process encompassing a broad
spectrum of distinct engineering disciplines which is essential to the
development of virtually all manufactured products, ranging from consumer
products to jet aircraft. Manufacturers compete on the basis of cost, time to
market and product performance criteria, which are significantly affected by the
quality and length of the design process. The Company's mechanical CAD/CAM/CAE
products offer a high-performance, fully integrated solution which enables end-
users to reduce the time to market and manufacturing costs for their products
and to improve product quality by easily evaluating multiple design
alternatives. The Company believes that its Pro/ENGINEER product line offers
better price/performance, greater ease of use, and more complete integration of
multiple engineering disciplines than other available mechanical CAD/CAM/CAE
products.
The Company's Pro/ENGINEER product line is based on an innovative software
architecture that incorporates a unique parametric, feature-based solid modeling
technology. The Company's Pro/ENGINEER software uses a single data structure to
capture changes made in any stage of the design-through-manufacturing process
and to automatically update designs and all engineering deliverables. The single
data structure allows all changes to be propagated automatically throughout the
design and manufacturing process, thus enabling users to integrate multiple
engineering activities in the mechanical design process and conduct them on a
concurrent basis. In addition, as a result of the data structure of the
Company's products, engineers can create, process, modify and store designs
quickly and easily, in a highly efficient manner.
The Pro/ENGINEER product line runs on all major UNIX(R) and Microsoft(R) Windows
NT(TM) and Windows(R) 95 Workstation Operating System platforms, and is
hardware-independent. The product is written in "C" programming language, which
allows for portability from one standard workstation to another. The
Pro/ENGINEER product line primarily competes in the high-end of the mechanical
CAD/CAM/CAE
market.
Acquisitions
On July 10, 1996, the Company acquired project modeling and management software
("Reflex") technology from Greenshire License Co. NV for $32,119,000 which
included the issuance of 113,000 shares of the Company's common stock with a
fair value of $5,000,000 at the time of acquisition and $5,000,000 payable in
the fourth quarter of fiscal
2
1997. Payments of $22,119,000 in fiscal 1996 were from the Company's existing
cash balances. The acquisition has been accounted for as a purchase.
On August 1, 1995, the Company acquired Rasna Corporation ("Rasna"), a
developer and marketer of software products for mechanical computer-aided
engineering, by merging it into the Company pursuant to an Agreement and Plan of
Merger dated as of May 30, 1995. Based on the number of shares of Rasna common
stock, the Company issued 7,541,000 shares of common stock and reserved
1,045,000 shares of its common stock for outstanding Rasna stock options
assumed. The merger was accounted for as a pooling of interests.
On April 12, 1995, the Company acquired substantially all of the assets and
specified liabilities of the Conceptual Design and Rendering System ("CDRS")
software business operated by the Design Software Division of Evans & Sutherland
Computer Corporation for approximately $33,507,000 in cash, which was paid by
the Company from its existing cash balances. The acquisition has been accounted
for as a purchase.
Product Development
The mechanical CAD/CAM/CAE industry is characterized by rapid technological
advances. Accordingly, the Company's future success will depend upon its
ability to enhance its current products and develop and introduce new products
and modules which keep pace with technological developments and address
increasingly sophisticated needs of its customers. The Company expects to
continue to expand the scope of applications of its Pro/ENGINEER product family,
to expand the functionality set of each of the acquired technologies, and to
fully integrate all of the product families. The Company's ability to develop
new products rapidly is facilitated by the modular structure of its software
code, which enables functional subroutines used in existing products to be
accessed and utilized by new software modules, thereby reducing the amount of
new code required to develop additional products. The major benefit of this
approach is rapid development of new functionality. The Company intends to
focus its ongoing product development efforts on additional products within the
Pro/ENGINEER product family, including tools for fully simulating the design,
manufacturing, and function of our customers' products, and tools to manage all
of the resulting engineering data. The Company intends to further accelerate
these efforts to provide a completely integrated suite of tools for our
customers. There can be no assurance, however, that the Company will be
successful in developing and marketing product enhancements or new products and
modules that respond to technological changes by others, or that its new
products will adequately address the needs of the marketplace.
The Company's practice has been to issue two major releases of its product line
per year, each of which has generally included several new modules. In
connection with each release, the Company works closely with its customers to
define improvements and enhancements, which are then integrated into the
products. Using this approach, customers become involved in the product design
process to validate feasibility and to influence functionality early in the
product's life-cycle. In addition, the Company's Cooperative Software Program
("CSP") provides the mechanisms and environment to facilitate the integration of
complementary products with the Pro/ENGINEER product line. Through the
Company's open software toolkit, the CSP members can build tightly integrated
solutions that satisfy various requirements of the Company's customers.
As of September 30, 1996, the Company's product development was performed by 453
employees at its Waltham, Massachusetts, headquarters; its San Jose, California
and Salt Lake City, Utah offices; and abroad. The development group includes
experts in mechanical engineering, advanced mathematical techniques, database
structures and operating systems technology.
During the years ended September 30, 1996, 1995 and 1994, the Company incurred
expenses of $39,476,000, $25,591,000 and $19,882,000, respectively, on research
and development.
Sales
The Company focuses its marketing and sales efforts primarily on the
electronics, aerospace, automotive, consumer products, medical equipment,
industrial equipment and telecommunications industries. The Company derives
more than
3
90% of its revenue from products distributed directly to its customers and the
remainder through third-party distributors. The Company's sales force manages
the activities of all distribution channels within a geographic area.
As of September 30, 1996, the Company's sales and marketing organization
consisted of 668 people in the United States and 977 people abroad. The Company
has sales and/or support offices located in 84 cities across the United States
and in 91 cities in 26 foreign countries.
Since inception, the Company has licensed software products for more than 71,500
seats to nearly 11,500 companies. A seat of software generally consists of the
Company's core product, Pro/ENGINEER, together with several other software
modules, configured to serve the needs of a single end user. End users of the
Company's products range from small companies to some of the world's largest
manufacturing organizations. No single customer accounted for more than 10% of
the Company's revenue in fiscal 1996.
Information with respect to foreign and domestic operations and export sales may
be found in Note L to the Consolidated Financial Statements of the Annual Report
to Stockholders for the fiscal year ended September 30, 1996 ("1996 Annual
Report to Stockholders"), which financial statements are included in Exhibit
13.1 to this Annual Report on Form 10-K and incorporated herein by reference.
Competition
The mechanical CAD/CAM/CAE industry is highly competitive, and is characterized
by rapidly advancing technology. In order to maintain or improve its position
in this industry, the Company must continue to enhance its current products and
develop, in a timely fashion, new products which address the rapidly changing
needs of the marketplace.
The Company competes most directly with the CADAM(R) and CATIA(R) products
developed by Dassault and marketed by IBM(R), the CADDS(R) product marketed by
Computervision Corporation, the UNIGRAPHICS(R) product marketed by EDS, the
I/EMS(TM) product marketed by Intergraph Corporation and the I-DEAS Master
Series(TM) product marketed by Structural Dynamics Research Corporation. The
Company believes that the principal bases for competition in its markets are
product functionality, price/performance characteristics, product portability,
ease of product use, sales and marketing strength, support services and
corporate reputation. The Company is aware of ongoing efforts by competitors,
some of whom have greater resources than the Company, to develop equivalent or
superior technology and market these products at lower prices. Should a
competitor successfully bring such a product to market and be able to sell it at
a lower price in the future, the Company's operating results could be adversely
affected. The Company's future success will depend in a large part on its
ability to license additional products and services to its existing customer
base as well as the installed customer bases of traditional mechanical
CAD/CAM/CAE suppliers.
Proprietary Rights
The Company regards its software products as proprietary and attempts to protect
its 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 in its agreements with other
parties. The Company distributes its products under software license
agreements, which grant customers perpetual licenses to, rather than ownership
of, the Company's products and which contain various provisions protecting the
Company's ownership of and the confidentiality of the underlying technology.
The Company also limits access to and distribution of its software,
documentation and other proprietary information. The source code of the
Company's products is protected as a trade secret and as an unpublished
copyright work. Despite these precautions, it may be possible to copy or
otherwise obtain and use the Company's products or technology without
authorization. In addition, effective copyright and trade secret protection may
be unavailable or limited in certain foreign countries.
The Company believes that, due to the rapid pace of innovation within its
industry, factors such as the technological and creative skills of its personnel
are more important to establishing and maintaining a technology leadership
position within the industry than are the various legal protections surrounding
its technology. The Company believes that its products and technology do not
infringe any existing proprietary rights of others, although there can be no
assurance that third parties will not assert infringement claims in the future.
Pro/ENGINEER and Parametric Technology Corporation are registered trademarks and
all product names in the PTC product family and the PTC logo are trademarks of
Parametric Technology Corporation in the United States and other countries.
4
Backlog
The Company generally ships its products within 30 days after acceptance of a
customer purchase order and execution of a software license agreement.
Accordingly, the Company does not believe that its backlog at any particular
point in time is indicative of future sales levels.
Employees
The Company's success depends upon its ability to attract and retain highly
skilled technical, managerial and sales personnel. Competition for such
personnel in the computer industry in general, and the mechanical CAD/CAM/CAE
industry in particular, is intense. Although the Company has not experienced
any significant difficulty to date in attracting and retaining skilled
personnel, there can be no assurance that the Company will be successful in
attracting and retaining the personnel it requires to continue to grow and
operate profitably, both domestically and internationally.
As of September 30, 1996, the Company had 2,774 employees, including 1,645 in
sales, marketing and support activities; 418 in customer support, training and
consulting; 258 in management, finance and administration; and 453 in product
development. Of these employees, 1,477 were located in the United States and
1,297 were located in foreign countries.
ITEM 2: Properties
The Company's executive offices are located in approximately 262,000 square feet
of office space in Waltham, Massachusetts which is leased for an annual rent of
approximately $5,384,000. The Company also leases 176 additional sales and/or
support offices and development offices in the United States and, through its
wholly-owned subsidiaries, abroad. The Company believes that its facilities are
adequate for its present needs, but will continue to evaluate the need for
additional space as the growth of the business requires.
ITEM 3: Legal Proceedings
Not applicable.
ITEM 4: Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the last quarter
of fiscal 1996.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company as of November 14, 1996
were as follows:
Name Age Position
---- --- --------
Steven C. Walske 44 Chairman of the Board of Directors and Chief Executive Officer
C. Richard Harrison 41 President and Chief Operating Officer
Edwin J. Gillis 47 Executive Vice President of Finance and Administration, Chief
Financial Officer and Treasurer
Michael E. McGuinness 36 Executive Vice President of Sales
Kirk D. Bowman 31 Senior Vice President of Business Development
Robert C. Gremley 31 Senior Vice President, Professional Services
Donald R. Henrich 38 Senior Vice President of Marketing
Thomas W. Jensen, Ph.D. 43 Senior Vice President of Research and Development
Martha L. Durcan 37 Vice President, Corporate Counsel and Clerk
James F. Kelliher 37 Vice President of Finance and Assistant Treasurer
John G. Mokas 37 Controller
Mr. Walske has been Chairman of the Board of Directors since August 1994 and
Chief Executive Officer and a director of the Company since he joined the
Company in December 1986. Mr. Walske was President of the Company from December
1986 to August 1994 and Clerk of the Company from December 1986 to February
1993.
5
Mr. Harrison has been President and Chief Operating Officer since August 1994.
Prior to that, Mr. Harrison served as Senior Vice President of Sales and
Distribution from September 1991 until August 1994 and as Vice President of
Sales and Distribution from May 1987 to September 1991.
Mr. Gillis has been Executive Vice President of Finance and Administration since
October 1996 and Chief Financial Officer and Treasurer since October 1995. Mr.
Gillis served as Senior Vice President of Finance and Administration from
October 1995 to September 1996. Prior to joining the Company, Mr. Gillis was
Senior Vice President of Finance and Operations and Chief Financial Officer at
Lotus Development Corporation from August 1991 until September 1995.
Mr. McGuinness has been Executive Vice President of Sales since October 1996.
Prior to that, Mr. McGuinness had served as Senior Vice President of Sales and
Distribution from September 1994 to September 1996, and Vice President of North
American Sales Operations from October 1991 to September 1994.
Mr. Bowman has been Senior Vice President of Business Development since October
1996. Prior to that, Mr. Bowman served as Vice President, European Operations
from October 1994 to September 1996, Vice President, Far East Operations from
October 1993 to September 1994, Regional Director from October 1992 to September
1993, and District Sales Manager from October 1991 to September 1992.
Mr. Gremley has been Senior Vice President of Professional Services since
November 1996. Prior to that, Mr. Gremley served as Vice President for
Implementation Services from September 1995 to October 1996, Vice President of
Consulting Services from December 1994 to August 1995, Director of Consulting
Services from October 1992 to November 1994, Manager of Application Services
from December 1991 to September 1992, and Manager of Corporate Accounts from
March 1990 to November 1991.
Mr. Henrich has been Senior Vice President of Marketing since October 1996.
Prior to that, Mr. Henrich was Vice President of Asia Pacific Operations from
October 1994 to September 1996, Managing Director of Southern Europe from
October 1993 to September 1994, Regional Director from July 1993 to October
1993, and District Sales Manager from April 1992 to June 1993. Prior to joining
the Company, Mr. Henrich was Regional Sales Manager at Adra Systems, Inc. from
April 1990 to March 1992.
Dr. Jensen has been Senior Vice President of Research and Development since he
joined the Company in April 1995. Prior to joining the Company, Dr. Jensen was
Vice President and General Manager from May 1993 until April 1995, and from July
1986 until May 1993 was Director of Research and Development of the Design
Software Division at Evans & Sutherland Computer Corporation.
Ms. Durcan has served as Vice President since October 1993, Corporate Counsel
since joining the Company in March 1992 and as Clerk since February 1993. Prior
to joining the Company, Ms. Durcan was an associate with the law firm of
Goodwin, Procter & Hoar from September 1989 to March 1992.
Mr. Kelliher has been Vice President of Finance since December 1994. Prior to
that, Mr. Kelliher had served as Director of Corporate Finance from November
1994 to December 1994, Chief Financial Officer of Europe from May 1993 to
November 1994, Manager of Finance and Assistant International Controller from
February 1992 to May 1993, and Manager of Budget and Analysis from October 1991
to February 1992.
Mr. Mokas has been Controller since he joined the Company in August 1993. Prior
to joining the Company, Mr. Mokas was a manager at Coopers & Lybrand L.L.P. from
May 1988 to July 1993.
PART II
ITEM 5: Market for Registrant's Common Equity and Related Stockholder Matters
On July 10, 1996, the Company issued 113,000 shares of its common stock to
Greenshire License Co. NV ("Greenshire") as partial consideration for the
acquisition of certain software described in more detail in Part I, Item 1 of
this Annual Report on Form 10-K. The shares were issued without registration
under the Securities Act of 1933 in reliance on the exemption provided by
Section 4(2) thereof based, among other matters, on Greenshire's representations
as to its investment intent and sophistication in financial matters. Further
information with respect to this item may be found in the sections captioned
"Quarterly Financial Information" and "Supplemental Financial Information"
appearing in the 1996 Annual Report to Stockholders. Such information is
incorporated herein by reference.
6
ITEM 6: Selected Financial Data
Information with respect to this item may be found in the section captioned
"Five Year Summary of Selected Financial Data" appearing in the 1996 Annual
Report to Stockholders. Such information is incorporated herein by reference.
ITEM 7: Management's Discussion and Analysis of Financial Condition and
Results of Operations
Information with respect to this item may be found in the section captioned
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" appearing in the 1996 Annual Report to Stockholders. Such
information is incorporated herein by reference.
ITEM 8: Financial Statements and Supplementary Data
Information with respect to this item may be found on pages 28 through 39 and in
the section entitled "Quarterly Financial Information" appearing in the 1996
Annual Report to Stockholders. Such information is incorporated herein by
reference.
ITEM 9: Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
On November 17, 1995, the Board of Directors of the Company, upon recommendation
of its Audit Committee, approved a change in the Company's independent
accountants from Price Waterhouse LLP to Coopers & Lybrand L.L.P. effective for
the fiscal year ended September 30, 1996. Price Waterhouse LLP served as the
Company's independent accountants for fiscal years 1992 through 1995. During
these periods, the Company did not have any disagreements with Price Waterhouse
LLP on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, nor did any reports issued by Price
Waterhouse LLP contain an adverse opinion or a disclaimer of opinion, nor were
such reports qualified or modified as to uncertainty, audit scope or accounting
principles.
PART III
ITEM 10: Directors and Executive Officers of the Registrant
Information with respect to directors of the Company may be found in the
sections captioned "Election of Directors" appearing in the 1997 Proxy
Statement. Such information is incorporated herein by reference. Information
with respect to Executive Officers of the Company may be found under the section
captioned "Executive Officers of the Registrant" in Part I of this Annual Report
on Form 10-K.
ITEM 11: Executive Compensation
Information with respect to this item may be found in the sections captioned
"Director Compensation" and "Compensation of Executive Officers" appearing in
the 1997 Proxy Statement. Such information is incorporated herein by reference.
ITEM 12: Security Ownership of Certain Beneficial Owners and Management
Information with respect to this item may be found in the section captioned
"Principal Stockholders" appearing in the 1997 Proxy Statement. Such
information is incorporated herein by reference.
ITEM 13: Certain Relationships and Related Transactions
Not applicable.
7
PART IV
ITEM 14: Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Documents Filed as Part of Form 10-K
1. Financial Statements
-Consolidated Balance Sheet as of September 30, 1996 and 1995*
-Consolidated Statement of Income for the years ended September
30, 1996, 1995 and 1994*
-Consolidated Statement of Stockholders' Equity for the years
ended September 30, 1996, 1995 and 1994*
-Consolidated Statement of Cash Flows for the years ended
September 30, 1996, 1995 and 1994*
-Notes to Consolidated Financial Statements*
-Reports of Independent Accountants for the years ended September
30, 1996*, 1995 and 1994
-Independent Auditors' Report for Rasna Corporation as of
December 31, 1994 and for the year then ended
2. Financial Statement Schedules
-Reports of Independent Accountants for the years ended September
30, 1996, 1995 and 1994
-Schedule II - Valuation and Qualifying Accounts
-Schedules other than the one listed above have been omitted
since they are either not required, not applicable, or the
information is otherwise included.
3. Listing of Exhibits
The Exhibits filed as part of this Annual Report on Form 10-K are
listed in the Exhibit Index immediately preceding such Exhibits, and
are incorporated herein by reference.
(b) Reports on Form 8-K
None.
(c) Exhibits
The Company hereby files as part of this Annual Report on Form 10-K the
Exhibits listed in the attached Exhibit Index.
(d) Financial Statement Schedules
The Company hereby files as part of this Annual Report on Form 10-K the
financial statement schedule listed in Item 14(a)2 as set forth above.
- --------
*Referenced information is contained in the 1996 Annual Report to Stockholders,
filed as Exhibit 13.1 hereto.
8
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on the 23rd day of
December, 1996.
PARAMETRIC TECHNOLOGY CORPORATION
By /S/ Steven C. Walske
-----------------------------
Steven C. Walske, Chairman
and Chief Executive Officer
POWER OF ATTORNEY
-----------------
We, the undersigned officers and directors of Parametric Technology Corporation,
hereby severally constitute Edwin J. Gillis and Martha L. Durcan, 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 any and all subsequent amendments to this report, and to file the same,
with exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated below on the 23rd day of December, 1996.
Signature Title
- --------- -----
/S/ Steven C. Walske Chief Executive Officer and Chairman of the Board
- ----------------------- (Principal Executive Officer)
Steven C. Walske
/S/ C. Richard Harrison President, Chief Operating Officer
- ----------------------- and Director
C. Richard Harrison
/S/ Edwin J. Gillis Executive Vice President of Finance
- ----------------------- and Administration, Chief Financial Officer and Treasurer
Edwin J. Gillis (Principal Financial Officer and Principal Accounting Officer)
/S/ Robert N. Goldman Director
- -----------------------
Robert N. Goldman
/S/ Donald K. Grierson Director
- -----------------------
Donald K. Grierson
Director
- -----------------------
Oscar B. Marx, III
/S/ Michael E. Porter Director
- -----------------------
Michael E. Porter
/S/ Noel G. Posternak Director
- -----------------------
Noel G. Posternak
9
EXHIBIT INDEX
-------------
EXHIBIT
NUMBER
- ------
2.1 - Asset Purchase Agreement dated as of March 1, 1995 among Parametric
Technology Corporation, a Massachusetts corporation, PTC Acquisition
Corporation, a Massachusetts corporation and wholly owned subsidiary of
Parametric Technology Corporation, and Evans & Sutherland Computer
Corporation, a Utah corporation with Amendment No. 1 thereto (filed as
Exhibit 2.1 to the Current Report on Form 8-K dated April 12, 1995 and
incorporated herein by reference).
2.2 - Agreement and Plan of Merger dated as of May 30, 1995 among Parametric
Technology Corporation, Rasna Corporation and certain shareholders of
Rasna Corporation (filed as Exhibit 2.1 to the Quarterly Report on Form
10-Q for the fiscal quarter ended July 1, 1995 and incorporated herein
by reference).
3.1 - Restated Articles of Organization of the Company (filed as Exhibit 3.1
to the Quarterly Report on Form 10-Q for the fiscal quarter ended March
30, 1996 and incorporated herein by reference).
3.2 - By-Laws, as amended and restated, of the Company; filed
herewith.
10.1 - Registration Rights Agreement dated March 26, 1987, as amended, among
the Company and certain investors of the Company (filed as Exhibit 10.1
to the Company's Registration Statement on Form S-1 (File No. 33-31620)
and incorporated herein by reference).
10.2* - 1987 Incentive Stock Option Plan of the Company, as amended;
filed herewith.
10.3 - Lease dated May 22, 1987 by and between the Company and the Trustees of
128 Technology Trust (filed as Exhibit 10.4 to the Company's
Registration Statement on Form S-1 (File No. 33-31620) and incorporated
herein by reference).
10.4 - Form of the Company's Distributorship Agreement (filed as Exhibit 10.8
to the Company's Registration Statement on Form S-1 (File No. 33-31620)
and incorporated herein by reference).
10.5 - Form of the Company's Agreement for Licensed Products (filed as Exhibit
10.11 to the Company's Registration Statement on Form S-1 (File No. 33-
31620) and incorporated herein by reference).
10.6* - Employment Letter with Steven C. Walske dated October 17, 1986 (filed
as Exhibit 10.12 to the Company's Registration Statement on Form S-1
(File No. 33-31620) and incorporated herein by reference).
10.7* - Severance Agreement with Steven C. Walske dated June 20, 1990;
filed herewith.
10.8 - Lease Amendment dated November 8, 1989 by and between the
Company and the Trustees of 128 Technology Trust; filed herewith.
10.9 - Lease Amendment dated January 21, 1991 by and between the Company and
the Trustees of 128 Technology Trust (filed as Exhibit 10.20 to the
Annual Report on Form 10-K for the fiscal year ended September 30, 1991
and incorporated herein by reference).
10.10* - Parametric Technology Corporation 1992 Director Stock Option Plan, as
amended; filed herewith.
__________
*Identifies a management contract or compensatory plan or arrangement in which
an executive officer or director of the Company participates.
10
10.11 - Lease Amendment dated March 6, 1992 by and between the Company and the
Trustees of 128 Technology Trust (filed as Exhibit 10.18 to the Annual
Report on Form 10-K for the fiscal year ended September 30, 1992 and
incorporated herein by reference).
10.12 - Lease Amendment dated November 18, 1992 by and between the Company and
the Trustees of 128 Technology Trust (filed as Exhibit 10.19 to the
Annual Report on Form 10-K for the fiscal year ended September 30, 1992
and incorporated herein by reference).
10.13 - Form of the Company's Sales Representative Agreement (filed as Exhibit
10.10 to the Company's Registration Statement on Form S-1 (File No. 33-
31620) and incorporated herein by reference).
10.14 - Lease Amendment dated June 8, 1993 by and between the Company and the
Trustees of 128 Technology Trust (filed as Exhibit 10.21 to the Annual
Report on Form 10-K for the fiscal year ended September 30, 1993 and
incorporated herein by reference).
10.15* - First Amendment to Severance Agreement with Steven C. Walske dated June
15, 1993 (filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q
for the fiscal quarter ended July 3, 1993 and incorporated herein by
reference).
10.16* - Severance Agreement with C. Richard Harrison dated August 19, 1994
(filed as Exhibit 10.19 to the Annual Report on Form 10-K for the
fiscal year ended September 30, 1994 and incorporated herein by
reference).
10.17 - Lease Amendment dated April 14, 1994 by and between the Company and the
Trustees of 128 Technology Trust (filed as Exhibit 10.22 to the Annual
Report on form 10-K for the fiscal year ended September 30, 1994 and
incorporated herein by reference).
10.18 - Lease Amendment dated January 19, 1995 by and between the Company and
the Trustees of 128 Technology Trust (filed as Exhibit 10.23 to
the Annual Report on Form 10-K for the fiscal year ended September 30,
1995 and incorporated herein by reference).
10.19* - Severance Agreement with Edwin J. Gillis dated October 2, 1995 (filed
as Exhibit 10.24 to the Annual Report on Form 10-K for the fiscal year
ended September 30, 1995 and incorporated herein by reference).
10.20* - Parametric Technology Corporation 1996 Directors Stock Option Plan, as
amended; filed herewith.
13.1 - Annual Report to Stockholders for the fiscal year ended September 30,
1996 (which is not deemed to be "filed" except to the extent that
portions thereof are expressly incorporated by reference in this Annual
Report on Form 10-K); filed herewith.
16.1 - Letter from Price Waterhouse LLP (filed as Exhibit 16.1 to the Current
Report on Form 8-K dated November 17, 1995 and incorporated herein by
reference).
21.1 - Subsidiaries of the Company; filed herewith.
23.1 - Report of Coopers & Lybrand L.L.P.; filed herewith.
23.2 - Consent of Coopers & Lybrand L.L.P.; filed herewith.
23.3 - Report of Price Waterhouse LLP; filed herewith.
23.4 - Report of Price Waterhouse LLP on Financial Statement Schedules; filed
herewith.
__________
*Identifies a management contract or compensatory plan or arrangement in which
an executive officer or director of the Company participates.
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23.5 - Consent of Price Waterhouse LLP; filed herewith.
23.6 - Report of Deloitte & Touche LLP; filed herewith.
23.7 - Consent of Deloitte & Touche LLP; filed herewith.
27.1 - Financial Data Schedule; filed herewith.
__________
*Identifies a management contract or compensatory plan or arrangement in which
an executive officer or director of the Company participates.
12
SCHEDULE II
PARAMETRIC TECHNOLOGY CORPORATION
Valuation and Qualifying Accounts
(in thousands)
==================================================================================================================================
Column A Column B Column C Column D Column E
- ----------------------------------------------------------------------------------------------------------------------------------
Additions
--------------------------
Balance Charged to Balance
at Beginning costs and Charged to at end
Description of period expenses other accounts Deductions(1) of period
- ---------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED SEPTEMBER 30, 1996
Allowance for Doubtful Accounts...... $2,733 1,404 - (1,227) $2,910
YEAR ENDED SEPTEMBER 30, 1995
Allowance for Doubtful Accounts...... $2,694 1,110 - (1,071) $2,733
YEAR ENDED SEPTEMBER 30, 1994
Allowance for Doubtful Accounts...... $1,546 1,388 - (240) $2,694
- ------------------------------------------------------
(1) Uncollectible accounts written off, net of recoveries.
13