SECURITIES AND EXCHANGE COMMISSION Washington, D.C. FORM 8-K CURRENT REPORT Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 24, 1996 Computervision Corporation (Exact name of registrant as specified in charter) Delaware 1-7760/0-20290 04-2491912 (State or other (Commission IRS Employer jurisdiction File Numbers) Identification of incorporation) Number) 100 Crosby Drive, Bedford, MA 01730 (Address of principal executive offices) Registrant's telephone number, including area code (617) 275-1800 _____________________________________________________________ Former name or former address, if changed since last report) Item 5. Other Events On October 24, 1996, Computervision Corporation issued a press release reporting on its earnings for the 1996 third quarter. Item 7. Financial Statements and Exhibits (a) Financial Statements of business acquired: Not applicable (b) Pro Forma financial information Not applicable (c) Exhibits: (99) (a) Press Release dated October 24, 1996 SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Computervision Corporation (Registrant) By /S/ Anthony N. Fiore, Jr. Anthony N. Fiore, Jr. Vice President, Business Operations and General Counsel Date: October 30, 1996 EXHIBIT INDEX Exhibit No. Page. No. (99) (a) Press Release dated October 24, 1996 5 Investor Contact: Media Contact: William A. Foniri Paula Slotkin Vice President of Finance, CFO Director, Public Relations Computervision Corporation Computervision Corporation (617) 275-1800, ext. 5168 (617) 275-1800, ext. 1838 WFONIRI@msgate.cv.com PSLOTKIN@msgate.cv.com FOR IMMEDIATE RELEASE Computervision Achieves Increased Momentum for Third Quarter - -- Growth in Profitability and Software Product Revenue -- - -- Multiyear Marketing Agreement with Electronic Data Systems -- BEDFORD, Mass., October 24, 1996 -- Computervision Corporation (NYSE:CVN) today reported results for the third quarter which showed increased earnings and increased software product revenues over the comparable period a year ago. It also announced that it has signed a major, long- term joint marketing agreement with Electronic Data Systems (NYSE:EDS). For the three months ended September 29, 1996, Computervision achieved net income of $13.1 million, or $0.20 per share, compared to net income of $8 million, or $0.16 per share, in the year ago third quarter. Software product revenue for the third quarter of 1996 increased 39 percent to $55 million, compared with software product revenue of $39.6 million for the 1995 third quarter. Reflecting an expected decline in hardware services revenue, total revenue for the 1996 third quarter was $123.3 million, down slightly from total 1995 third quarter revenue of $125.4 million. For the nine months ended September 29, 1996, Computervision achieved net income of $31.9 million, or $0.49 per share, on total revenue of $355.4 million, including software product revenue of $138.9 million. For the comparable 1995 nine months, Computervision had net income of $18.1 million, or $0.36 per share, on total revenue of $376.2 million, including software product revenue of $115.7 million. Kathleen A. Cote, president and chief operating officer, stated, "This has been an important quarter for Computervision in many respects. We continued to grow our profitability and software product revenue, we signed an agreement to sell our Open Service Solutions (OSS) business for $125 million which will be reflected in the fourth quarter, and signed a joint marketing agreement with EDS." The first contract won under the EDS agreement is expected to result in the delivery through EDS of $54 million of Computervision products and services to the Rolls-Royce Aerospace Group and Allison Engine Company over the next 10 years. Computervision believes this agreement will significantly enhance its marketing power and marks a continued commitment by the Rolls-Royce Aerospace Group to Computervision's Electronic Product Definition(TM) (EPD(TM)) strategy and an expansion of Computervision's business in the North American market with the Allison Engine award. Cote continued, "The products and services to be provided to Rolls-Royce and Allison Engine are reflective of the power of the EDS agreement and represents a transaction which, as anticipated, had an important effect on this year's third quarter. "The initial contract with Rolls-Royce and Allison Engine is important not only because of its initial size, but also because it positions Computervision to develop further business opportunities throughout the extended supplier bases of these two companies. "Computervision's momentum is continuing to build as evidenced by the events of the past quarter. We are now in the process of converting a number of our customers to our EPD suite of products. While this will carry some higher costs in the interim, it will further expand EPD's penetration into Computervision's customer base. In addition, we will continue to add new customers and create greater long-term growth opportunities," Cote stated. Computervision Background Computervision Corporation is a leading international supplier of Electronic Product Definition solutions for developing, delivering, and maintaining products throughout their life cycle. For more than 26 years, the company's product development software solutions have helped manufacturers improve product quality and reduce time to market. Computervision Services(R) provides best-practices consulting programs to support product development process reengineering and technology implementation. Computervision Services also supports applications, systems, and networks in heterogeneous computing environments. Computervision is headquartered in Bedford, Massachusetts, and provides sales and support services to its customers through its offices located throughout the world. This press release contains "forward-looking" statements under the federal securities laws. The company notes that actual results could differ materially from those projected. Various factors could cause actual results to differ materially from those projected, including: reliance on significant contracts from large customers that make quarterly revenue and earnings difficult to predict, the risks associated with new product introduction and technology development by the company, product introductions or price changes by the company's competitors, and general economic conditions in the company's principal markets. The company refers the reader to its filings with the Securities and Exchange Commission for other risks and uncertainties. #### Computervision, Computervision Services and the Computervision logo are USPTO registered trademarks of Computervision Corporation. Electronic Product Definition and EPD are trademarks of Computervision Corporation. All other marks are trademarks of their respective owners. A copy of this release plus financial, product and other company information is available via fax by dialing 1-800-546-4616. Any questions concerning the service should be directed to Investor Relations at Computervision Corporation at 617/ 275-1800. For more information on Computervision visit the web site at http://www.cv.com. COMPUTERVISION CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended: September 29, 1996 October 1, 1995 - ------------------------------------------------------------------------- Software Revenue Product $55,028,000 $39,625,000 Services 26,090,000 29,423,000 Total Software Revenue 81,118,000 69,048,000 Other Services Revenue 42,135,000 56,339,000 Total Revenue 123,253,000 125,387,000 Total Gross Profit Margin 67,914,000 65,214,000 Operating Expenses 45,161,000 43,993,000 Operating Income 22,753,000 21,221,000 Net Interest Expense and Other Expense 7,874,000 11,782,000 Provision for Income Taxes 1,785,000 1,416,000 ---------- ---------- Net Income $13,094,000 $8,023,000 Earnings Per Share $0.20 $0.16 Weighted Average Shares Outstanding 64,478,000 50,794,000 Nine Months Ended: September 29, 1996 October 1, 1995 Software Revenue Product $138,918,000 $115,703,000 Services 80,738,000 88,987,000 Total Software Revenue 219,656,000 204,690,000 Other Services Revenue 135,789,000 171,534,000 Total Revenue 355,445,000 376,224,000 Total Gross Profit Margin 192,648,000 191,422,000 Operating Expenses 133,344,000 135,445,000 Operating Income 59,304,000 55,977,000 Net Interest Expense and Other Expense 23,040,000 34,705,000 Provision for Income Taxes 4,349,000 3,176,000 ----------- ----------- Net Income $31,915,000 $18,096,000 ----------- ----------- Earnings Per Share $0.49 $0.36 Weighted Average Shares Outstanding 64,782,000 49,776,000 COMPUTERVISION CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS ASSETS September 29, 1996 December 31, 1995 Cash and cash equivalents $23,487,000 $50,979,000 Accounts receivable, net 113,964,000 92,271,000 Other current assets 38,782,000 34,447,000 Total current assets 176,233,000 177,697,000 Property and equipment, net 38,079,000 49,026,000 Other assets 19,319,000 22,812,000 ------------ ------------ Total assets $233,631,000 $249,535,000 ------------ ------------ LIABILITIES AND STOCKHOLDERS' DEFICIT Notes payable and current portion of long-term debt $7,980,000 $8,211,000 Accounts payable and accrued expenses 176,756,000 211,868,000 Deferred revenue and customer advances 37,938,000 39,148,000 Total current liabilities 222,674,000 259,227,000 Long-term debt, less current portion 223,470,000 223,616,000 Other long-term liabilities 93,335,000 104,418,000 Stockholders' deficit (305,848,000) (337,726,000) ----------- ------------- Total liabilities and stockholders' deficit $233,631,000 $249,535,000 ------------ ------------