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):
MARCH 8, 1999
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 02453
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(781) 398-5000
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
------------------------------------
On March 8, 1999, we acquired auxilium inc. ("auxilium"). We structured the
acquisition as a tax-free reorganization involving the merger of auxilium with
and into a newly formed, wholly owned subsidiary. The acquisition will be
accounted for as a purchase. The agreed upon consideration was cash and shares
of our common stock equaling $78.8 million in value, based on the $15.06 per
share closing price of our common stock on February 22, 1999 as reported on
Nasdaq. Accordingly, upon the closing of the merger on March 8, 1999, auxilium
stockholders received $39.4 million in cash and 2,614,102 shares of our common
stock valued at $44.4 million. Additionally, all options and warrants to
purchase auxilium common stock that were outstanding on the closing date,
automatically converted into options and warrants, respectively, to purchase our
common stock. The value of these options and warrants, together with assumed
liabilities, was approximately $18.6 million.
The consideration paid in the merger, including the number of shares of our
common stock issued, was determined through arms-length negotiation between the
parties. We funded the cash portion of the consideration with our working
capital. There was no material relationship between auxilium or its stockholders
and us or any of our affiliates, directors or officers, or any associate of our
directors or officers.
The shares of our common stock issued in the merger were issued to the ten
stockholders of auxilium, a non-public company. Because the shares were issued
in a transaction not involving a public offering, such issuance and sale were
exempt from registration under Section 4(2) of the Securities Act of 1933.
Prior to the acquisition, auxilium was engaged in the business of
developing web-based, enterprise application integration software that
facilitates access to and integration of data from heterogeneous business
information systems. We intend that auxilium will continue to conduct the same
business following the acquisition.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
------------------------------------------------------------------
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
2
(c) Exhibits:
2.1 Agreement and Plan of Reorganization dated March 8, 1999 by and among
Parametric Technology Corporation, NorthStar Acquisition Corporation and
auxilium, inc. Pursuant to Item 601(b)(2) of Regulation S-K, the exhibits
and schedules to the Agreement and Plan of reorganization are omitted. A
list of such exhibits and schedules appears in the table of contents to the
Agreement and Plan of Reorganization. We hereby undertakes to furnish
supplementally a copy of any omitted exhibit or schedule to the Commission
upon request.
3
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.
PARAMETRIC TECHNOLOGY CORPORATION
Date: March 23, 1999 By: /s/ Edwin J. Gillis
---------------------------------
Edwin J. Gillis
Executive Vice President, Chief
Financial Officer and Treasurer
4
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ---------- -----------
2.1 Agreement and Plan of Reorganization dated March 8, 1999 by
and among Parametric Technology Corporation, NorthStar
Acquisition Corporation and auxilium, inc.
5