PTC Inc. – ‘8-K’ for 5/30/95 – EX-99.1

As of:  Monday, 6/12/95   ·   For:  5/30/95   ·   Accession #:  927016-95-90   ·   File #:  0-18059

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         4      9K 
 2: EX-99.1     Press Release                                          4     14K 

EX-99.1   —   Press Release

EX-99.1
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EXHIBIT 99.1

                                                           FOR IMMEDIATE RELEASE
                                                           ---------------------
Contact:                                                              
John W. Hudson                          Edward Wagner   
Parametric Technology Corp.             Rasna Corp.     
(617) 398-5000                          (408) 922-6833  

PARAMETRIC TECHNOLOGY CORPORATION ANNOUNCES 
MERGER AGREEMENT WITH RASNA CORPORATION 

PTC EXTENDS ITS REACH IN AUTOMATING MECHANICAL PRODUCT DEVELOPMENT WITH 
ADDITION OF RASNA'S ADVANCED SOFTWARE FOR DESIGN ANALYSIS AND OPTIMIZATION

WALTHAM, Mass., May 30, 1995 -- Parametric Technology Corporation (NASDAQ:      
PMTC), developer of the Pro/ENGINEER(R) family of mechanical design automation  
software products, announced today that it has entered into a definitive merger 
agreement with Rasna(R) Corporation, a privately held company headquartered in  
San Jose, Calif.                                                                

Under the terms of the merger agreement, which were approved by the boards of   
directors of both companies, Parametric Technology will issue 4,253,491 shares  
of its common stock in exchange for 100% ownership of Rasna. The merger will be 
accounted for on a pooling of interest basis and is expected to be non-dilutive 
to Parametric Technology's fiscal year 1996 earnings. The merger is expected to 
close by mid-August, 1995, and is subject to customary conditions, including    
approval of Rasna's stockholders and required governmental approvals.           

Rasna Corporation, founded in 1987, develops, markets and supports the          
MECHANICA(R) family of integrated software products for "mechanical design      
synthesis."  Its technology allows a mechanical engineer to prototype a product 
design in software -- with the ability to analyze and optimize the performance  
of the design prior to creating a physical prototype. The technology's unique   
advantages to automotive, consumer products, electronics, aerospace, medical and
industrial product companies helped Rasna achieve a #3 ranking on Inc.          
                                                       ---
magazine's list of fastest growing private companies in 1994.                   

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Parametric Technology Announces Merger Agreement with Rasna -- Page 2           
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According to the terms of the merger agreement, all of Rasna's business         
operations will be consolidated under Parametric Technology as the parent       
company. Rasna's products will be integrated into the Pro/ENGINEER product      
family; Rasna's employees will join the PTC organization; and Rasna's           
headquarters facilities in San Jose will be retained as a primary operations    
center. David W. Pidwell, Rasna's president and chief executive  officer, will  
remain with Parametric Technology in a senior management capacity.              

Steven C. Walske, chairman and chief executive officer of Parametric Technology,
stated: "The merger of Rasna with Parametric Technology -- two dynamic, fast-   
growing companies with leadership software technologies -- positions the        
combined organization for significant long-term growth. Rasna's innovative      
design optimization software tools complement and enhance our own capabilities  
in mechanical design automation. Closer integration of these technologies will  
create synergistic benefits to customers in terms of their ability to design    
better products faster and far more cost-effectively.                           

"In addition," Walske added, "we offer a distribution capability for Rasna's    
suite of software products that is unmatched in the mechanical CAD/CAM/CAE      
industry. Parametric Technology possesses the industry's largest and most       
accomplished sales organization, and we will be able to distribute a            
comprehensive, well-integrated product offering in much higher anticipated      
volume."                                                                        

David W. Pidwell, president and chief executive officer of Rasna, stated:       
"Improving design engineering is critical in building world-class manufactured  
products. It's not enough to know how a product looks. Today's mechanical       
engineer needs to know how a product will perform. Leadership in design         
engineering will be achieved using the technology that not only creates the     
'form and fit' of new products, but can also simulate and optimize the          
'function' of these products.                                                   

"Rasna is the leader in design optimization technology. Together, Rasna and PTC 
will now have the technology to design, test and optimize the performance of new
products in a virtual environment, giving our customers an advantage in building
world-class products in less time and at lower cost."                           

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Parametric Technology Announces Merger Agreement with Rasna -- Page 3           
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Walske noted that the combination of Rasna's design optimization tools with     
PTC's Pro/ENGINEER mechanical design automation software is a critical component
of Parametric Technology's plans to architect the industry's first digital      
design automation toolset encompassing product concept through manufacturing.   
Seamless integration between the two companies' technologies is expected to     
yield an order of magnitude improvement in measurable productivity.             

"The level of integration that we envision for the mechanical product           
development process can be best achieved through this merger of talents and     
technical resources," said Walske. "Parametric Technology remains committed to  
working with best-in-class third parties in the areas of computer-aided         
engineering and analysis, and we believe there will always be a need for        
specialized solutions to wide-ranging customer requirements. However, as it     
pertains to PTC's vision to provide a single technological foundation for the   
full range of design-through-manufacturing operations that constitute mechanical
product development, this is our best course of action."                        

In addition to planned development efforts to more tightly integrate the two    
companies' product lines, Walske noted that Parametric Technology will allow    
Rasna's software applications to remain as stand-alone products with fully      
maintained linkages to other CAD/CAM packages. He added, "We fully intend to    
continue the relationships currently in place between Rasna and its strategic   
business partners."                                                             

Rasna is a leading innovator in the development of "mechanical design synthesis"
software products.  The company's MECHANICA software product line is based on an
innovative technology that will optimize the shape and movement of mechanical   
designs based on "synthesizing" the users' engineering requirements with their  
existing CAD model. This technology is used with existing CAD systems to help   
general mechanical engineers remove cost from their product designs by          
systematically reducing weight, increasing performance and improving quality    
during the mechanical engineering and design portion of product development.    

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Parametric Technology Announces Merger Agreement with Rasna -- Page 4           
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Rasna has over 5,500 software licenses installed at nearly 1,500 corporations in
31 countries. The company has sales offices in the United States, Germany and   
the United Kingdom, and also distributes its products worldwide through a       
network of value-added resellers.                                               

The merger with Rasna follows Parametric Technology's acquisition last month of 
the industrial design automation software products of Evans and Sutherland      
Computer Corporation. With the incorporation of those products, the Pro/ENGINEER
product family now numbers nearly 40 integrated software modules which can be   
used to automate the mechanical development of a product from its conceptual    
design through its release into manufacturing.  Pro/ENGINEER software has become
the best-selling "high-end" mechanical design automation technology in the      
world, and Parametric Technology -- with calendar 1994 revenues in excess of    
$260 million -- is now the mechanical CAD/CAM industry's #1 vendor on the basis 
of annual software revenue, according to International Data Corporation.        

Parametric Technology Corporation has emerged as the CAD/CAM/CAE industry's     
leading supplier of mechanical design automation software. Its software tools   
for mechanical design, manufacturing, and product data management are used by   
more than 5,600 companies throughout the world to reduce time to market, improve
engineering processes, and optimize product quality. The company's growth       
strategy emphasizes technological leadership, aggressive price/performance,     
hardware independence, worldwide distribution, and extensive customer support.  

####

Pro/ENGINEER is a registered trademark of Parametric Technology Corporation.    
Rasna and MECHANICA are registered trademarks of Rasna Corporation.             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		6/12/95
For Period End:		5/30/95		1					8-K/A
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