UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 12, 1998
PARAMETRIC TECHNOLOGY CORPORATION
(Exact name of registrant as specified in its charter)
Massachusetts 0-18059 04-2866152
(State or other jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
128 Technology Drive, Waltham, Massachusetts 02154
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(781) 398-5000
Total number of pages: 11
Exhibit index appears on page 4
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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The Form 8-K originally filed on January 27, 1998 is being amended to
incorporate by reference the historical financial statements and related notes
for the business acquired in the Merger as well as to include pro forma
financial information of Parametric Technology Corporation ("Parametric") giving
effect to the Merger. On January 12, 1998, Parametric completed its acquisition
of Computervision Corporation ("Computervision"). The acquisition was structured
as a merger (the "Merger") of a wholly owned subsidiary of Parametric with and
into Computervision pursuant to an Agreement and Plan of Reorganization (the
"Merger Agreement") dated as of November 3, 1997. The Merger was a tax-free
reorganization and is being accounted for as a pooling of interests.
(a) Financial statements of business acquired
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The financial statements of Computervision which are required pursuant to
Rule 3-05 of Regulation S-X were previously reported in Computervision's Annual
Report on Form 10-K for the year ended December 31, 1996 (Commission File
No. 1-07760) and Computervision's Quarterly Reports on Form 10-Q, for the
quarters ended March 30, 1997, June 29, 1997 and September 28, 1997
(Commission File No. 1-07760), and are incorporated herein by reference.
(b) Pro Forma Financial Information
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The unaudited pro forma combined condensed financial statements appear as
Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated herein by
reference.
(c) Exhibits
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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; previously filed as the same numbered exhibit
to the initial filing of this report.
23.1 Consent of Arthur Andersen LLP; filed herewith.
99.1 Press release dated January 12, 1998; previously filed as the same
numbered exhibit to the initial filing of this report.
99.2 Unaudited pro forma combined condensed financial statements; filed
herewith.
99.3 Computervision's Annual Report on Form 10-K for the year ended
December 31, 1996, and incorporated herein by reference.
99.4 Compuervisions's Quarterly Report on Form 10-Q for the quarter ended
March 30, 1997, and incorporated herein by reference.
99.5 Computervision's Quarterly Report on Form 10-Q for the quarter ended
June 29, 1997, and incorporated herein by reference.
99.6 Computervision's Quarterly Report on Form 10-Q for the quarter ended
September 28, 1997, and incorporated herein by reference.
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SIGNATURE
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 thereunto duly authorized.
PARAMETRIC TECHNOLOGY CORPORATION
Date: March 27, 1998 by: /s/ Edwin J. Gillis
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Edwin J. Gillis
Executive Vice President,
Chief Financial Officer and
Treasurer
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Exhibit Index
2.1 Agreement and Plan of Reorganization dated November 3, 1997 by and among
Parametric Technology Corporation, PTC Acquisition Corporation and
Computervision Corporation; previously filed as the same numbered exhibit
to the initial filing of this report.
23.1 Consent of Arthur Andersen LLP; filed herewith.
99.1 Press release dated January 12, 1998; previously filed as the same
numbered exhibit to the initial filing of this report.
99.2 Unaudited pro forma combined condensed financial statements; filed
herewith.
99.3 Computervision's Annual Report on Form 10-K for the year ended
December 31, 1996, and incorporated herein by reference.
99.4 Compuervisions's Quarterly Report on Form 10-Q for the quarter ended
March 30, 1997, and incorporated herein by reference.
99.5 Computervision's Quarterly Report on Form 10-Q for the quarter ended
June 29, 1997, and incorporated herein by reference.
99.6 Computervision's Quarterly Report on Form 10-Q for the quarter ended
September 28, 1997, and incorporated herein by reference.
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