UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) April 26, 2006
Parametric Technology Corporation
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
(State or Other Jurisdiction of Incorporation)
| 0-18059 | 04-2866152 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 140 Kendrick Street Needham, Massachusetts |
02494-2714 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(781) 370-5000
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 2 - Financial Information
Item 2.02. Results of Operations and Financial Condition.
On April 26, 2006, Parametric Technology Corporation issued a press release announcing results for its fiscal quarter ended April 1, 2006. A copy of the press release is furnished herewith as Exhibit 99.1.
Section 7 – Regulation FD
Item 7.01. Regulation FD Disclosure.
On April 26, 2006, Parametric Technology Corporation announced that it has entered into an agreement providing for the acquisition of Mathsoft Corporate Holdings, Inc. (“Mathsoft”), including its wholly-owned subsidiary Mathsoft Engineering & Education, Inc., for approximately $63.25 million in cash. The transaction has been approved by the requisite vote of the Mathsoft stockholders. Completion of the transaction is subject to customary conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The companies expect to close the transaction by early May, during Parametric Technology Corporation’s third fiscal quarter of 2006.
Section 9 - Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | A copy of the press release issued by Parametric Technology Corporation on April 26, 2006 is furnished herewith. |
2
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: April 26, 2006 | By: | /s/ Cornelius F. Moses, III | ||
| Cornelius F. Moses, III | ||||
| Executive Vice President and Chief Financial Officer | ||||
3