As filed with the Securities and Exchange Commission on June 1, 2016

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)

 

 

140 Kendrick Street, Needham, MA 02494

(Address of Principal Executive Offices) (Zip Code)

 

2000 Equity Incentive Plan

(Full title of Plan)

 

Aaron C. von Staats

Corporate Vice President, General Counsel & Secretary

PTC Inc.

140 Kendrick Street

Needham, Massachusetts 02494

(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, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

 

CALCULATION OF REGISTRATION FEE

 

 

 

 

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 five 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), and one on March 6, 2013 relating to the registration of  7,604,822 additional shares (Commission File No. 333-187083).  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 4,000,000 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 Town of Needham, Massachusetts, on the 1^st day of June, 2016.

 

 

			PTC INC.
			By:		/s/James E. Heppelmann
					James E. Heppelmann
					Chief Executive Officer

 

 

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.

 

 

 

Exhibit Index