S-8

As filed with the Securities and Exchange Commission on April 28, 2023

Registration No. 333-

UNITED STATES

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)

Massachusetts	04-2866152
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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.

Large accelerated filer 	Accelerated filer
Non-accelerated filer 	Smaller reporting company  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 7(a)(2)(B) of the Securities Act.

EXPLANATORY NOTE

Pursuant to General Instruction E to Form S-8, PTC Inc. (“PTC”) incorporates by reference into this Registration Statement the contents of its Registration Statements on Form S-8 relating to its 2000 Equity Incentive Plan (the “2000 EIP”) filed on February 16, 2000 (File No. 333-30516) (the “Original Registration Statement”), May 20, 2005 (File No. 333-125108), March 7, 2007 (File No. 333-141112), May 13, 2009 (File No. 333-159194), March 9, 2011 (File No. 333-172689), March 6, 2013 (File No. 333-187083), June 1, 2016 (File No. 333-211750), and June 6, 2019 (File No. 333-231992), except to the extent modified or superseded by the information set forth herein. The number of shares registered on the Original Registration Statement and the May 20, 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.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 8. EXHIBITS

Exhibit Number	Description
4.1	Restated Articles of Organization of PTC Inc. adopted August 4, 2015 (filed as Exhibit 3.1 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2015 (File No. 0-18059) and incorporated herein by reference).
4.2	Amended and Restated By-Laws of PTC Inc., as amended through June 24, 2021 (filed as Exhibit 3.2 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2022 (File No. 0-18059) and incorporated herein by reference)
5.1	Opinion of Locke Lord LLP as to the legality of the securities registered hereunder.
23.1	Consent of Locke Lord LLP (included in its opinion filed as Exhibit 5.1).
23.2	Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm.
24.1	Power of Attorney (contained on the signature page to this Form S-8).
99.1	2000 Equity Incentive Plan, as amended (filed as Exhibit 10.1 to our Current Report on Form 8-K filed February 21, 2023 (File No. 0-18059) and incorporated herein by reference).
107	Calculation of Filing Fee Table.

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 28th day of April, 2023.

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

2

Power of Attorney

We, the undersigned officers and directors of PTC Inc. hereby severally constitute Aaron von Staats, Esq., and Catherine Gorecki, 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.

SignatureTitleDate

(i) Principal Executive Officer:

/s/James HeppelmannChief Executive Officer April 28, 2023

James Heppelmann

(ii) Principal Financial and Accounting Officer

/s/Kristian TalvitieExecutive Vice President and April 28, 2023

Kristian Talvitie Chief Financial Officer

SignatureTitleDate

3

(iii) Board of Directors:

/s/Robert SchechterChairman of the April 28, 2023

Robert Schechter Board of Directors

/s/Mark Benjamin Director April 28, 2023

Mark Benjamin

/s/Janice ChaffinDirector April 28, 2023

Janice Chaffin

/s/Amar Hanspal Director April 28, 2023

Amar Hanspal

/s/James Heppelmann Director April 28, 2023

James Heppelmann

/s/Michal Katz Director April 28, 2023

Michal Katz

/s/Paul Lacy Director April 28, 2023

Paul Lacy

/s/Corinna Lathan Director April 28, 2023

Corinna Lathan

/s/Blake Moret Director April 28, 2023

Blake Moret

4

EX-5

  Exhibit 5.1 111 Huntington Avenue 9th Floor Boston, MA 02199-7613 Telephone: 617-239-0100 Fax: 617-227-4420 www.lockelord.com

April 28, 2023

PTC Inc.

121 Seaport Boulevard
Boston, Massachusetts 02210

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We are furnishing this opinion in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of PTC Inc., a Massachusetts corporation (the “Company”), to be filed on or about the date hereof with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended. The Registration Statement relates to an aggregate of 6,000,000 additional shares (the “Shares”) of common stock, $0.01 par value, of the Company that may be issued from time to time pursuant to the amended and restated PTC Inc. 2000 Equity Incentive Plan (the “Plan”).

We have acted as your counsel in connection with the preparation of the Registration Statement ‎and are familiar with the proceedings taken and proposed to be taken by the Company in ‎connection with the authorization, issuance and sale of the Shares. We have made such ‎examination as we consider necessary to render this opinion.‎

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued in accordance with the terms of the Plan and the related agreements thereunder, as applicable, will be validly issued, fully paid and non-assessable.

We express no opinion other than as to the federal laws of the United States of America and the Massachusetts Business Corporation Act.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission issued thereunder.

Our opinion is rendered as of the date hereof, and we assume no obligation to update or supplement our opinion to reflect any change of fact, circumstance or law after such time.

Very truly yours,

/s/ Locke Lord LLP

Atlanta | Austin | Boston | Brussels | Chicago | Cincinnati | Dallas | Hartford | Houston | London | Los Angeles
Miami | New Orleans | New York | Newark | Providence | San Francisco | Stamford | Washington DC | West Palm Beach

EX-23

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of PTC Inc.of our report dated November 15, 2022relating to the financial statementsand the effectiveness of internal control over financial reporting, which appears in PTC Inc.'s Annual Report on Form 10-K for the year ended September 30, 2022.

/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
April 28, 2023

1

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

PTC Inc.

Table 1: Newly registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, $0.01 par value per share	Other(1)	6,000,000(2)	$123.59(1)	$741,510,000	.0001102	$81,714.40
Total Offering Amounts					$741,510,000		$81,714.40
Total Fee Offsets							$0.00
Net Fee Due							$81,714.40

(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 April 25, 2023.

(2)

This Registration Statement on Form S-8 relates to shares of common stock, $0.01 par value per share (“Common Stock”) of PTC Inc. (the “Registrant”) reserved for issuance under the Registrant’s 2000 Equity Incentive Plan (the “Plan”). Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers any additional shares of Common Stock that become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock.