-----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, PJaYo7KgScVLlZeooF96Hl7xNjgkl/aCezmjoyaUMwnnXuBfY7iPr30zeEIW9hZk IcNYG25I5xchjzocsyDL3w== 0001275287-06-002240.txt : 20060427 0001275287-06-002240.hdr.sgml : 20060427 20060427080131 ACCESSION NUMBER: 0001275287-06-002240 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060427 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060427 DATE AS OF CHANGE: 20060427 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20853 FILM NUMBER: 06783017 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 8-K 1 ai5574.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported): April 27, 2006 ---------- ANSYS. INC. (Exact Name of Registrant as Specified in its Charter) Delaware 0-20853 04-3219960 State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation or Organization) Identification No.) 275 Technology Drive, Canonsburg, PA 15317 (Address of Principal Executive Offices) (Zip Code) (Registrant's Telephone Number, Including Area Code) (724) 746-3304 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 8.01 OTHER EVENTS. On April 27, 2006, ANSYS, Inc. issued a press release announcing that the waiting period under the Hart-Scott Rodino Antitrust Improvements Act with respect to its acquisition of Fluent Inc. expired at 11:59 p.m. EST on April 26, 2006, without further extension. The Company's press release is attached as Exhibit 99.1 and is incorporated in this report by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits Exhibit Number Description ------- ---------------------------------------------------- 99.1 Press Release of the Registrant dated April 27, 2006 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. ANSYS, INC. Date: April 27, 2006 By: /s/ JAMES E. CASHMAN III ---------------------------------- James E. Cashman III - President and Chief Executive Officer Date: April 27, 2006 By: /s/ MARIA T. SHIELDS ---------------------------------- Maria T. Shields - Chief Financial Officer, VP of Finance and Administration (Ms. Shields is the Principal Financial and Accounting Officer and has been duly authorized to sign on behalf of the Registrant) INDEX TO EXHIBITS Exhibit Number Description of Exhibit - -------------- ---------------------------------------------------- 99.1 Press Release of the Registrant dated April 27, 2006 EX-99.1 2 ai5574ex991.txt EXHIBIT 99.1 Exhibit 99.1 ANSYS AND FLUENT RECEIVE HART-SCOTT-RODINO CLEARANCE FOR PROPOSED MERGER SOUTHPOINTE, Pa., April 27 /PRNewswire-FirstCall/ -- ANSYS, Inc. (Nasdaq: ANSS) and Fluent Inc. today announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to ANSYS' pending acquisition of Fluent expired at 11:59 p.m. (Eastern Time) on Wednesday, April 26, 2006. ANSYS expects to close the acquisition by no later than May 1, 2006. As previously announced, ANSYS and Fluent have entered into a definitive merger agreement in which ANSYS will acquire Fluent in a series of mergers for 6,000,000 shares of its common stock and approximately $300 million in net cash, subject to certain adjustments at closing. "We are very pleased that we have received clearance and look forward to closing the transaction and implementing our plan," said Jim Cashman, ANSYS President and CEO. "The combination of ANSYS and Fluent will create substantial benefits for our global customers, employees, partners and shareholders, through continued investment and development of innovative products and services, and our commitment to world-class execution." "The ANSYS portfolio of engineering simulation technologies, when combined with Fluent, will enhance our ability to deliver integration, functionality and interoperability to a broad set of customers and industries," said Dr. Bharatan Patel, CEO and founder of Fluent. About ANSYS, Inc. ANSYS, Inc., founded in 1970, develops and globally markets engineering simulation software and technologies widely used by engineers and designers across a broad spectrum of industries. The Company focuses on the development of open and flexible solutions that enable users to analyze designs directly on the desktop, providing a common platform for fast, efficient and cost- conscious product development, from design concept to final-stage testing and validation. The Company and its global network of channel partners provide sales, support and training for customers. Headquartered in Canonsburg, Pennsylvania U.S.A. with more than 25 strategic sales locations throughout the world, ANSYS, Inc. and its subsidiaries employ approximately 600 people and distribute ANSYS products through a network of channel partners in over 40 countries. Visit http://www.ansys.com for more information. About Fluent Inc. Fluent is a global provider of engineering simulation software technologies and consulting services. Fluent's software is used for simulation, visualization, and analysis of fluid flow, heat and mass transfer, flow-induced noise and chemical reactions utilizing computational fluid dynamics. It is a vital part of the CAE process for companies around the world and is deployed in nearly every manufacturing industry. Using Fluent's software, engineers build virtual prototypes and simulate the performance of proposed and existing designs, allowing them to improve design quality while reducing cost and speeding time to market. Fluent's corporate headquarters are located in Lebanon, New Hampshire, USA, with offices in Belgium, England, France, Germany, India, Italy, Japan, China and Sweden. For more information visit, www.Fluent.com . Certain statements contained in the press release regarding matters that are not historical facts are "forward-looking" statements (as defined in the Private Securities Litigation Reform Act of 1995). All forward-looking statements in this press release are subject to risks and uncertainties. Actual results could differ materially from those contained in the forward- looking statements and are based on current expectations that involve a number of risks and uncertainties, including, but not limited to, the risk that the acquisition of Fluent may not be consummated or may not be consummated on the timetable that ANSYS expects, that the business of ANSYS and Fluent may not be integrated successfully or that such integration may take longer or cost more to accomplish than expected, that potential difficulties may arise in the assimilation of operations, strategies, technologies and products of Fluent, that key personnel of Fluent may not stay with ANSYS, and that management's attention may be diverted from other business concerns. Additional risks are detailed from time to time in reports filed by ANSYS, Inc. with the Securities and Exchange Commission, including ANSYS, Inc.'s 2005 Annual Report and Form 10-K. We undertake no obligation to publicly update or revise any forward- looking statements, whether changes occur as a result of new information or future events after the date they were made. ANSYS, ANSYS Workbench, CFX, AUTODYN, and any and all ANSYS, Inc. product and service names are registered trademarks or trademarks of ANSYS, Inc. or its subsidiaries located in the United States or other countries. ICEM CFD is a trademark licensed by ANSYS, Inc. All other trademarks or registered trademarks are the property of their respective owners. SOURCE ANSYS, Inc. -0- 04/27/2006 /CONTACT: Lisa O'Connor of ANSYS, Inc., +1-724-514-1782, or lisa.oconnor@ansys.com / /Web site: http://www.ansys.com http://www.Fluent.com / -----END PRIVACY-ENHANCED MESSAGE-----