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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):  October 28, 2020

 

PTC Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Massachusetts

0-18059

04-2866152

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

 

121 Seaport Boulevard, Boston, Massachusetts

02210

(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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbols

Name of each exchange on which registered

Common Stock, $.01 par value per share

PTC

NASDAQ Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

 

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.  

 


 

Section 1 - Registrant’s Business and Operations

Item 1.01Entry into a Material Definitive Agreement.

On October 28, 2020, PTC Inc. and Rockwell Automation, Inc. entered into a Third Amended and Restated Strategic Alliance Agreement, effective October 1, 2020. The Third Amended and Restated Strategic Alliance Agreement (“Agreement”) makes the following principal changes to the terms of the strategic alliance agreement:

 

Extends the term to until September 30, 2023;

 

Changes the minimum New Annual Contract Value (ACV) commitments to ARR commitments and adds ARR commitments for the periods October 1 – September 30, 2022 and 2023; and

 

Adds PTC products that can be sold by Rockwell Automation under the Agreement.

The foregoing description of the Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits  

 

Exhibit No.

Description

 

 

10.1*

Third Amended and Restated Strategic Alliance Agreement effective October 1, 2020 by and between PTC Inc. and Rockwell Automation, Inc.

 

 

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

 

 

* Certain information has been excluded from this exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed.

 


 

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 hereunto duly authorized.

 

 

 

PTC INC.

 

 

 

 

 

 

By:

/s/Aaron von Staats

 

 

Aaron von Staats

 

 

Executive Vice President, General Counsel

Date: October 28, 2020