As filed with the Securities and Exchange Commission on April 28, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PTC INC.
(Exact name of registrant as specified in its charter)
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Massachusetts | 04-2866152 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
121 Seaport Boulevard, Boston, MA 02210
(Address of Principal Executive Offices) (Zip Code)
2000 Equity Incentive Plan
(Full title of Plan)
Aaron C. von Staats
Executive Vice President, General Counsel & Secretary
PTC Inc.
121 Seaport Boulevard
Boston, Massachusetts 02210
(Name and address of agent for service)
(781) 370-5000
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | Accelerated filer | |
Non-accelerated filer | Smaller reporting company Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
EXPLANATORY NOTE
Pursuant to General Instruction E to Form S-8, PTC Inc. (“PTC”) incorporates by reference into this Registration Statement the contents of its Registration Statements on Form S-8 relating to its 2000 Equity Incentive Plan (the “2000 EIP”) filed on February 16, 2000 (File No. 333-30516) (the “Original Registration Statement”), May 20, 2005 (File No. 333-125108), March 7, 2007 (File No. 333-141112), May 13, 2009 (File No. 333-159194), March 9, 2011 (File No. 333-172689), March 6, 2013 (File No. 333-187083), June 1, 2016 (File No. 333-211750), and June 6, 2019 (File No. 333-231992), except to the extent modified or superseded by the information set forth herein. The number of shares registered on the Original Registration Statement and the May 20, 2005 Registration Statement have been adjusted to reflect our 2-for-5 reverse stock split effected on February 28, 2006. This Registration Statement provides for the registration of an additional 6,000,000 shares of Common Stock authorized for issuance under the 2000 EIP.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 8. EXHIBITS
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Exhibit
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Opinion of Locke Lord LLP as to the legality of the securities registered hereunder. | ||
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Consent of Locke Lord LLP (included in its opinion filed as Exhibit 5.1). | ||
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Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm. | ||
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24.1 | Power of Attorney (contained on the signature page to this Form S-8). | |
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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 Boston, Massachusetts, on the 28th day of April, 2023.
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PTC INC. | ||
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By: | /s/James Heppelmann | |
James Heppelmann | ||
Chief Executive Officer | ||
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Power of Attorney
We, the undersigned officers and directors of PTC Inc. hereby severally constitute Aaron von Staats, Esq., and Catherine Gorecki, 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 on our behalf in our capacities as officers and directors to enable PTC Inc. 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/James Heppelmann Chief Executive Officer April 28, 2023
James Heppelmann
(ii) Principal Financial and Accounting Officer
/s/Kristian Talvitie Executive Vice President and April 28, 2023
Kristian Talvitie Chief Financial Officer
Signature Title Date
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(iii) Board of Directors:
/s/Robert Schechter Chairman of the April 28, 2023
Robert Schechter Board of Directors
/s/Mark Benjamin Director April 28, 2023
Mark Benjamin
/s/Janice Chaffin Director April 28, 2023
Janice Chaffin
/s/Amar Hanspal Director April 28, 2023
Amar Hanspal
/s/James Heppelmann Director April 28, 2023
James Heppelmann
/s/Michal Katz Director April 28, 2023
Michal Katz
/s/Paul Lacy Director April 28, 2023
Paul Lacy
/s/Corinna Lathan Director April 28, 2023
Corinna Lathan
/s/Blake Moret Director April 28, 2023
Blake Moret
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