0000898431-01-500117.txt : 20011008 0000898431-01-500117.hdr.sgml : 20011008 ACCESSION NUMBER: 0000898431-01-500117 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010917 EFFECTIVENESS DATE: 20010917 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANSYS INC CENTRAL INDEX KEY: 0001013462 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 043219960 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-69506 FILM NUMBER: 1739070 BUSINESS ADDRESS: STREET 1: 275 TECHNOLOGY DRIVE, SOUTHPOINTE CITY: CANONSBURG STATE: PA ZIP: 15317 BUSINESS PHONE: 4127643304 MAIL ADDRESS: STREET 1: 275 TECHNOLOGY DRIVE, SOUTHPOINTE CITY: CANONSBURG STATE: PA ZIP: 15317 S-8 1 ansys_s8.txt FORM S-8 Registration No. 333-_____ ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- ANSYS, INC. (Exact name of registrant as specified in its charter) DELAWARE 04-3219960 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 275 Technology Drive-Southpointe Canonsburg, Pennsylvania 15317 (Address of principal executive offices) (Zip Code) 1996 STOCK OPTION AND GRANT PLAN (Full title of the plan) James E. Cashman III President and Chief Executive Officer ANSYS, Inc. 275 Technology Drive-Southpointe Canonsburg, Pennsylvania 15317 (Name and address of agent for service) (724) 514-3064 (Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE ================================================================================================= Title of Proposed maximum Proposed maximum Amount of securities Amount to be offering price aggregate registration to be registered registered(1) per share(2) offering price fee ------------------------------- ------------------- ---------------------- ---------------------- Common Stock, 1,000,000 shares $18.71 $18,710,000 $4,677.50 par value $.01 per share ================================================================================================= (1) This Registration Statement also relates to such indeterminate number of additional shares of ANSYS, Inc. Common Stock as may be required in the event of a stock dividend, reverse stock split, split-up, recapitalization, forfeiture of stock or other similar event (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h). The fee is calculated on the basis of the average of the high and low prices for the Common Stock of ANSYS, Inc. on September 10, 2001 as reported on the Nasdaq National Market. -----------------------------------------------------------------------------------------------------------------------------
The earlier Registration Statements on Form S-8 filed by ANSYS, Inc. (the "Registrant") with the Securities and Exchange Commission (the "Commission") on July 23, 1996 (File No. 333-08613), pertaining to the Registrant's 1996 Stock Option and Grant Plan and Employee Stock Purchase Plan, and July 17, 1998 (File No. 333-08613), pertaining to the Registrant's 1996 Stock Option and Grant Plan, are hereby incorporated by reference. This incorporation is made pursuant to General Instruction E of Form S-8 regarding the registration of additional securities of the same class as other securities for which there has been filed a Registration Statement on Form S-8 relating to the same employee benefit plan. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement: EXHIBIT NO. DESCRIPTION ----------- ----------- 5.1 Opinion of David Secunda, Esq., regarding the legality of the securities registered hereunder. 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of David Secunda, Esq. (included in the Opinion filed as Exhibit 5.1). II-1 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 Canonsburg, Pennsylvania, on this 12th day of September, 2001. ANSYS, INC. By: /s/ James E. Cashman III --------------------------------- James E. Cashman III President and Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of ANSYS, Inc. hereby constitutes and appoints James E. Cashman III and Maria T. Shields, and each of them, his true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and all capacities, to sign one or more amendments to this Registration Statement on Form S-8 under the Securities Act of 1933, as amended, including post-effective amendments and other related documents, and to file the same with the Securities and Exchange Commission under said Act, hereby granting power and authority to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully as to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and the foregoing Power of Attorney have been signed by the following persons in the capacities and on the date(s) indicated:
SIGNATURE CAPACITY DATE --------- -------- ---- /s/ James E. Cashman III President and Chief Executive Officer September 12, 2001 ------------------------ (Principal Executive Officer) James E. Cashman III /s/ Maria T. Shields Chief Financial Officer, Vice September 12, 2001 -------------------- President, Finance and Administration Maria T. Shields (Principal Financial Officer and Accounting Officer) /s/ Peter J. Smith Chairman of the Board of Directors September 12, 2001 ------------------ Peter J. Smith /s/ Jacqueline C. Morby Director September 12, 2001 ----------------------- Jacqueline C. Morby /s/ Roger J. Heinen, Jr. Director September 12, 2001 ------------------------ Roger J. Heinen, Jr. /s/ John F. Smith Director September 12, 2001 ----------------- John F. Smith /s/ Patrick J. Zilvitis Director September 12, 2001 ----------------------- Patrick J. Zilvitis September 12, 2001 /s/ Bradford C. Morley Director ---------------------- Bradford C. Morely
II-2 EXHIBIT INDEX SEQUENTIAL EXHIBIT NO. DESCRIPTION PAGE NUMBER ----------- ----------- ------------ 5.1 Opinion of David Secunda, Esq., regarding the 6 legality of the securities registered hereunder. 23.1 Consent of PricewaterouseCoopers LLP. 7 23.2 Consent of David Secunda, Esq. (included in 6 the Opinion filed as Exhibit 5.1). II-3 EX-5 3 ansys_exh5-1.txt EXHIBIT 5.1 Exhibit 5.1 September 12, 2001 ANSYS, Inc. 275 Technology Drive - Southpointe Canonsburg, Pennsylvania 15317 Re: Registration Statement On Form S-8 ---------------------------------- Ladies and Gentlemen: I am Corporate Counsel of ANSYS, Inc. (the "Company") and I have acted as counsel for the Company in connection with the preparation of the Form S-8 Registration Statement to be filed by the Company with the Securities and Exchange Commission for the registration under the Securities Act of 1933, as amended, of an additional 1,000,000 shares of the Company's common stock, par value $.01 per share (the "Shares"), which are to be offered from time to time to certain officers, employees and directors of the Company pursuant to the terms of the Company's 1996 Stock Option Plan and Grant, as amended (the "Plan"), and which may be sold by such officers, employees and directors from time to time hereafter. I have examined the originals, certified copies or copies otherwise identified to my satisfaction as being true copies of the Plan and such other documents as I have deemed necessary or appropriate for purposes of this opinion. Based on the foregoing, I am of the opinion that the Shares have been duly and validly authorized and reserved for issuance and, when issued upon exercise of options granted under the Plan and pursuant to the terms of the Plan, will be legally and validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ David Secunda David Secunda EX-23 4 ansys_exh23-1.txt EXHIBIT 23.1 Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 30, 2001 relating to the financial statements of ANSYS, Inc., which appears in the 2000 Annual Report to Shareholders of ANSYS, Inc., which is incorporated by reference in ANSYS Inc.'s Annual Report on Form 10-K for the year ended December 31, 2000. We also consent to the incorporation by reference of our report dated January 30, 2001 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Pittsburgh, Pennsylvania September 12, 2001