SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
NOVEMBER 3, 1997
COMPUTERVSION CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-7760/0-20290 04-2491912
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Numbers) Identification No.)
100 CROSBY DRIVE, BEDFORD, MASSACHUSETTS 01730
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(617) 275-1800
ITEM 5. OTHER EVENTS.
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On November 3, 1997, Parametric Technology Corporation ("Parametric") and
Computervision Corporation ("Computervision") entered into an Agreement and Plan
of Reorganization (the "Merger Agreement") pursuant to which a wholly-owned
subsidiary of Parametric will be merged with and into Computervision (the
"Merger"), with Computervision becoming a wholly-owned subsidiary of Parametric.
The form of Merger Agreement is filed as Exhibit 2.1 hereto and is incorporated
herein by reference.
On the effective date of the Merger, each issued and outstanding share of
common stock, $0.01 par value, of Computervision ("Computervision Common
Stock"), other than shares held by Computervision or Parametric, will
automatically be converted into the right to receive 0.0866 shares of common
stock, $0.01 par value, of Parametric ("Parametric Common Stock"). Cash will be
paid in lieu of any fractional shares of Parametric Common Stock otherwise
issuable in the Merger. Outstanding employee and director options to purchase
shares of Computervision Common Stock will be converted to Parametric options at
the same exchange ratio. The Merger is intended to be a tax-free reorganization
and to be accounted for as a pooling of interests.
Completion of the acquisition is subject to certain conditions, including
approval of Computervision's shareholders, clearance by regulatory authorities,
and other customary closing conditions. The Merger Agreement is also subject to
termination in certain circumstances as set forth therein.
In connection with the execution of the Merger Agreement, Computervision
granted Parametric an option to purchase up to 9,558,809 shares of newly issued
Computervision Common Stock at a price of $4.00 per share (the "Option"), which
equals 15% of the outstanding shares of Computervision Common Stock. The form
of stock option agreement (the "Option Agreement") is filed as Exhibit 2.2
hereto and is incorporated herein by reference. The Option is exercisable in
whole or in part if the Merger Agreement becomes terminable in circumstances
involving the acquisition or potential acquisition of Computervision by a party
other than Parametric that entitle Parametric to payment of certain termination
fees under the Merger Agreement.
The foregoing descriptions of the Merger Agreement and the Option Agreement
are qualified in their entirety by reference to the detailed language of the
respective Agreements.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
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(c) Exhibits:
2.1 Agreement and Plan of Reorganization dated November 3, 1997 by and
among Parametric Technology Corporation, PTC Acquisition Corporation
and Computervision Corporation.
2.2 Stock Option Agreement dated November 3, 1997 by and between
Parametric Technology Corporation and Computervision Corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COMPUTERVISION CORPORATION
Date: November 5, 1997 By: /s/ Anthony N. Fiore, Jr.
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Anthony N. Fiore, Jr.
Vice President, Business
Operations and General Counsel
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EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
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2.1 Agreement and Plan of Reorganization dated November 3, 1997 by and
among Parametric Technology Corporation, PTC Acquisition Corporation
and Computervision Corporation.
2.2 Stock Option Agreement dated November 3, 1997 by and between
Parametric Technology Corporation and Computervision Corporation.
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