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As filed with the Securities and Exchange Commission on June 6,
2019
Registration No.
333-
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
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04-2866152
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
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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.
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Large accelerated filer ☒
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Accelerated filer ☐
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Non-accelerated filer ☐
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Smaller reporting company ☐
Emerging growth company ☐
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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 13(a) of the Exchange
Act.
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CALCULATION OF REGISTRATION FEE
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Title of
securities to be registered
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Proposed maximum
offering price per share
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Proposed maximum
aggregate offering price
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Amount of
registration fee
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Common Stock, $.01
par value
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6,000,000 shares
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$82.54(1)
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$495,240,000(1)
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$60,024
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(1)
Estimated solely
for the purpose of calculating the registration fee in accordance
with Rule 457(c) and Rule 457(h) under the Securities Act of 1933,
and based on the average of the high and low sale prices of the
Common Stock as reported by the NASDAQ Global Select Market on June
3, 2019.
Statement Regarding Incorporation by Reference from Effective
Registration Statement
Pursuant
to General Instruction E to Form S-8, the Registration Statement on
Form S-8 of PTC Inc. filed with the Securities and Exchange
Commission (the “Commission”) on February 16, 2000
(Commission File No. 333-30516) (the “Original Registration
Statement”), relating to the registration of 4,600,000 shares
of PTC’s Common Stock, $.01 par value per share (the
“Common Stock”), authorized for issuance under
PTC’s 2000 Equity Incentive Plan (the “2000
EIP”), is incorporated by reference in its entirety herein.
We have filed six additional Registration Statements on Form S-8
with the Commission relating to the registration of additional
shares of Common Stock for issuance under the 2000 EIP since the
filing of the Original Registration Statement: one on May 20,
2005 relating to the registration of 5,200,000 additional shares
(Commission File No. 333-125108) (the “May 2005
Registration Statement”), one on March 7, 2007 relating
to the registration of 5,000,000 additional shares (Commission File
No. 333-141112), one on May 13, 2009 relating to the
registration of 7,500,000 additional shares (Commission File No.
333-159194), one on March 9, 2011 relating to the registration
of 4,500,000 additional shares (Commission File
No. 333-172689), one on March 6, 2013 relating to the
registration of 7,604,822 additional shares (Commission File No.
333-187083), and one on June 1, 2016 relating to the registration
of 4,000,000 additional shares (Commission File No. 333-211750).
The number of shares registered on the Original Registration
Statement and the May 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.
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 6th day of June, 2019.
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PTC
INC.
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By:
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/s/ James E.
Heppelmann
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James E. Heppelmann |
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Chief
Executive Officer |
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Power
of Attorney
We, the
undersigned officers and directors of PTC Inc. hereby severally
constitute Aaron C. von Staats, Esq., and Matthew C. Dallett, 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.
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Signature
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Title
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Date
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(i) Principal Executive
Officer:
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/s/ James E.
Heppelmann
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President and
Chief
Executive Officer |
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June 6,
2019
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James E.
Heppelmann |
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(ii) Principal Financial
and Accounting Officer
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/s/ Kristian
Talvitie
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Executive Vice
President and Chief Financial
Officer |
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June 6,
2019
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Kristian Talvitie |
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(iii) Board of
Directors:
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/s/ Robert
Schechter
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Chairman of the
Board
of Directors |
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June 6,
2019
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Robert
Schechter
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/s/
Janice
Chaffin
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Director
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June 6,
2019
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Janice
Chaffin
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/s/
Phillip
Fernandez
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Director
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June 6,
2019
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Phillip
Fernandez
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/s/
Donald
Grierson
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Director
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June 6,
2019
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Donald
Grierson
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/s/
James
E. Heppelmann
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Director
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June 6,
2019
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James
E. Heppelmann
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/s/
Klaus
Hoehn
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Director
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June 6,
2019
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Klaus
Hoehn
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/s/
Paul
Lacy
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Director
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June 6,
2019
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Paul
Lacy
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/s/
Corinna
Lathan
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Director
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June 6,
2019
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Corinna
Lathan
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/s/
Blake
Moret
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Director
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June 6,
2019
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Blake
Moret
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Exhibit Index
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Exhibit Number
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Description
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24.1
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Power
of Attorney (contained on the signature page hereto).
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