-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Tr7yF5ziK7VNxDZ/rjDaLq7jHcVh4LBRcQGjsSN11e3n0PDGj4WJvY8JkWmdZ8n6 BQOQ5XXJxembRayjLBftgQ== 0001013462-98-000005.txt : 19980720 0001013462-98-000005.hdr.sgml : 19980720 ACCESSION NUMBER: 0001013462-98-000005 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980717 EFFECTIVENESS DATE: 19980717 SROS: NASD 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 POS SEC ACT: SEC FILE NUMBER: 333-08613 FILM NUMBER: 98668148 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 POS 1 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) Peter J. Smith Chairman, 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 Amount to Proposed Proposed Amount of securities be maximum maximum registration to be registered registered(1) offering aggregate fee price offering per share(2) price Common Stock, 1,000,000 $10.76 $1,076,000 $2,153 par value $.01 shares 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 July 16, 1998 as reported on the Nasdaq National Market. _________________________________________________________________ The earlier Registration Statement 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, is 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. 15.1 Letter from Independent Public Accountants regarding unaudited financial information 23.1 Consent of PricewaterhouseCoopers LLP. 23.2 Consent of David Secunda, Esq. (included in the Opinion filed as Exhibit 5.1). 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 17th day of July, 1998. ANSYS, INC. By: /s/ Peter J. Smith Peter J. Smith 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 Peter J. Smith and John M. Sherbin II, 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/ Peter J. Smith Chairman, Chief July 17,1998 Peter J. Smith Executive Officer, President and Director (Principal Executive Officer) /s/ John M. Sherbin II Chief Financial July 17,1998 John M. Sherbin II Officer, Senior Vice President, Finance and Administration; Secretary (Principal Financial and Accounting Officer) /s/ Dr. John A. Swanson Chief Technologist July 17,1998 Dr. John A. Swanson and Director /s/ Jacqueline C. Morby Director July 17,1998 Jacqueline C. Morby /s/ Roger B. Kafker Director July 17,1998 Roger B. Kafker /s/ Gary B. Eichhorn Director July 17,1998 Gary B. Eichhorn /s/ John F. Smith Director July 17,1998 John F. Smith /s/ Roger J. Heinen, Jr. Director July 17,1998 Roger J. Heinen, Jr. EXHIBIT INDEX Exhibit Description Sequential Page No. Number 5.1 Opinion of David Secunda, Esq., 6 regarding the legality of the securities registered hereunder. 15.1 Letter from Independent Public 7 Accountants regarding unaudited financial information 23.1 Consent of PricewaterhouseCoopers 8 LLP. 23.2 Consent of David Secunda, Esq. 6 (included in the Opinion filed as Exhibit 5.1). EX-5 2 Exhibit 5.1 July 17, 1998 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-15 3 Exhibit 15.1 July 17,1998 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, DC 20549 Re: ANSYS, Inc. Registration Statement on Form S-8 We are aware that our report dated April 16, 1998, on our review of interim financial information of ANSYS, Inc. and subsidiaries for the three month period ended March 31, 1998 and included ANSYS, Inc.'s Quarterly Report on Form 10-Q for the quarter then ended, is incorporated by reference in this registration statement. Pursuant to Rule 436(c) under the Securities Act of 1933, this report should not be considered a part of the registration statement prepared or certified by us within the meaning of Sections 7 and 11 of that Act. Very truly yours, /s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP EX-23 4 Exhibit 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of ANSYS, Inc., relating to the 1996 Stock Option and Grant Plan, of our report dated January 29, 1998 on our audits of the consolidated financial statements of ANSYS, Inc. and subsidiaries as of December 31, 1997 and 1996, and for each of the three years in the period ended December 31, 1997 which report is included in the Company's 1997 Annual Report on Form 10-K. /s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Pittsburgh, Pennsylvania July 17, 1998 -----END PRIVACY-ENHANCED MESSAGE-----