Item 1.01 Entry Into a Material Definitive Agreement.

On May 11, 2021, Rockwell Automation, Inc. ("Rockwell") entered into an amendment (the "SPA Amendment") to the Securities Purchase Agreement, dated as of June 11, 2018 (the "Purchase Agreement"), by and between Rockwell and PTC Inc. ("PTC"). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Purchase Agreement or the SPA Amendment.

Earlier, Rockwell and PTC entered into the Third Amended and Restated Strategic Alliance Agreement, effective as of October 1, 2020 (the "SAA"), which, among other things, extended the term of the SAA through September 30, 2023. Rockwell and PTC executed the SPA Amendment primarily to extend the term of certain provisions in the Purchase Agreement through September 30, 2023, in light of the extension of the SAA.



Furthermore, the SPA Amendment amended the Purchase Agreement to among other
things:



        •    alter the prohibition on transfers of PTC stock by Rockwell to a
             period ending on the earlier of (a) September 30, 2023 and (b) the one
             month anniversary of any expiration or termination of the SAA,




        •    modify the permitted transfers provision, allowing for the transfer of
             securities that do not exceed (i) for shares of PTC stock sold in open
             market transactions, in the aggregate in any 90-day period, a number
             of shares equal to 1% of the total outstanding shares; and (ii) for
             shares sold in a "Marketed Underwritten Offering", in the aggregate in
             any one-year period, a number of shares that does not exceed 5% as of
             the closing date of the first such offering or sale, provided that no
             more than one such offering may be conducted in any one-year period,




        •    revise provisions of the Purchase Agreement relating to Rockwell's
             designee on PTC's board of directors (the "Purchaser Designee") to
             exclude the Purchaser Designee from participating in a committee of
             PTC's board or from any portion of a Board meeting or discussion only
             if the Purchaser Designee receives reasonable advance notice of the
             intention to exclude the Purchaser Designee,




        •    adjust the definition of "Director Period" to be the period ending on
             the earlier of (i) the date on which Rockwell beneficially owns shares
             of PTC stock representing less than 5.0% of the total outstanding
             shares of PTC stock and (ii) the effective date set forth in a written
             notice from Rockwell to PTC in which both (x) Rockwell fully and
             irrevocably abdicates its rights pursuant to the board designee
             provisions and (y) the Purchaser Designee has tendered to the PTC
             board his or her resignation from the board,




        •    alter the applicable time restrictions for the standstill provisions
             of the Purchase Agreement to be, except at the express invitation of
             PTC in its sole discretion, the period ending on the latest of
             (a) July 19, 2021 (the third anniversary of the original closing), (b)
             the one month anniversary of any expiration or termination of the SAA
             and (c) the date upon which the Director Period expires (such period,
             the "Standstill Period"),




                              (Page 2 of 4 Pages)

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        •    allow Rockwell to request PTC to amend or waive any standstill
             provisions through a private communication to PTC's Chairman and/or
             its Chief Executive Officer that does not and could not require PTC or
             Rockwell to make any public announcement regarding a potential
             Business Combination,




        •    require PTC to give written notice to Rockwell that PTC has entered
             into a definitive agreement with a third party to effect a Business
             Combination as promptly as possible after PTC has entered into such
             agreement and in any event prior to the public announcement of the
             agreement by PTC, provided that Rockwell must keep confidential the
             contents of such notice until such public announcement, and




        •    require PTC promptly to give Rockwell written notice at least 48 hours
             before PTC publicly announces that it has retained a financial adviser
             to explore strategic alternatives for PTC and give Rockwell the
             opportunity to discuss the subject with PTC's Chairman or its Chief
             Executive Officer, provided that no notice will be required if PTC
             determines that disclosing the retention of the financial advisor is
             required under applicable law or rules of any stock exchange or it is
             being made in response to the public announcement of a Business
             Combination.

The foregoing description of the SPA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






  (a) Not applicable.




  (b) Not applicable.




  (c) Not applicable.




    (d)  Exhibits. The exhibits listed in the accompanying Exhibit Index are being
         filed herewith.

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