================================================================================
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): JANUARY 5, 2005
ANSYS, INC.
--------------------------------------------------
(Exact name of registrant as specified in charter)
DELAWARE 0-20853 04-3219960
- ---------------------------- ------------------------ -------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
275 Technology Drive, Canonsburg, PA, 15317
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
(724) 746-3304
----------------------------------------------------
(Registrant's telephone number, including area code)
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 January 5, 2005, ANSYS, Inc. issued a press release announcing the
acquisition of Century Dynamics, Inc., a leading provider of sophisticated
simulation software for solving linear, nonlinear, explicit and multi-body
hydro-dynamics problems. A copy of that press release is furnished with this
Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by
reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 99.1 - Press Release issued by ANSYS, Inc. on January 5, 2005.
SIGNATURES
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: January 5, 2005 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)
EXHIBIT INDEX
Exhibit Number Description
- -------------- -----------
99.1 Press Release issued by ANSYS, Inc. on January 5, 2005.
Exhibit 99.1
ANSYS ACQUIRES CENTURY DYNAMICS
COMPANY CONTINUES MISSION TO BROADEN ENGINEERING SIMULATION PRODUCT SUITE
SOUTHPOINTE, Pa., Jan. 5 /PRNewswire-FirstCall/ -- ANSYS, Inc. (Nasdaq:
ANSS), a global innovator of simulation software and technologies designed to
optimize product development processes, today announced that it has acquired
Century Dynamics, Inc., a leading provider of sophisticated yet easy-to-use
simulation software for solving linear, nonlinear, explicit and multi-body
hydro-dynamics problems. The up-front purchase price of $5,000,000 will be paid
in cash. In addition, the agreement provides for future payments contingent upon
the attainment of certain performance criteria. Excluding the effects of
acquisition-related amortization and any one-time deal related charges, the
acquisition is expected to be slightly accretive to earnings within fiscal year
2005.
"Century Dynamics' focus on ease-of-use is very much aligned with our
focus, only in a completely parallel technology," said Jim Cashman, president
and CEO at ANSYS, Inc. "This acquisition is attractive to customers,
stockholders and employees for its advanced technology, growth potential and
market presence. We believe that by aligning our global sales and marketing
resources with Century Dynamics' outstanding technology, we will continue to
deliver a more complete and comprehensive solution to our customers."
Century Dynamics' main product, AUTODYN(R), can solve many types of
problems with its extensive solver library. Solvers include computational
structural dynamics finite element solvers (FE), finite volume solvers for fluid
dynamics (CFD), mesh-free particle solvers for high velocity, large deformation
and fragmentation problems (SPH), and multi-solver coupling for multi-physics
solutions including coupling between FE, CFD and SPH methods.
"We are constantly looking to strengthen our product offering so that we
can address a larger percentage of the overall simulation needs of a virtual
product development process," said Mike Wheeler, vice president and general
manager of the Mechanical Business Unit at ANSYS. "Our immediate goal with
Century Dynamics is to begin technology-sharing projects and have products
embedded into the ANSYS(R) Workbench(TM) later this year."
The acquisition of Century Dynamics will support ANSYS' continued global
expansion and will provide new opportunities for both organizations to further
develop breakthrough and innovative CAD/CAE solutions that accelerate the
application of CAE simulation results to design decisions. Century Dynamics will
continue to operate as a separate subsidiary, maintaining its products, sales
channels and other partner relationships.
"Century Dynamics offers strong capabilities in structural and fluid
dynamics problems and is a leading innovator in techniques for fluid-structure
interaction which will enhance current ANSYS technology," said Naury Birnbaum, a
founder of Century Dynamics, Inc. "Plus, our strengths in the government/defense
and offshore fields are a natural complement to the ANSYS product line.
Customers and partners of Century Dynamics will directly benefit from this
acquisition by working with an innovative company like ANSYS that is truly
leading the advancement in simulation technology."
About Century Dynamics, Inc.
Century Dynamics designs, develops, globally markets and supports advanced
engineering and scientific simulation software. It provides solutions for
understanding how designs and processes behave in real world applications.
Century Dynamics services a wide spectrum of industries including aerospace,
automotive, defense, education, marine, offshore, petrochemical, power and
security. For two decades, the world's most prestigious companies and
institutions have relied on Century Dynamics' significant, unique and proven
technologies coupled with its world-class technical expertise to give them
insight into solutions for their most difficult engineering problems. For more
information visit http://www.century-dynamics.com .
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. ANSYS 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.
Headquartered in Canonsburg, Pennsylvania U.S.A. with more than 25 strategic
sales locations throughout the world, ANSYS, Inc. employs approximately 550
people and distributes its products through a network of channel partners in
over 40 countries. Visit http://www.ansys.com for more information.
ANSYS and ANSYS Workbench 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.
The statements contained in this Release that are not purely historical are
forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including
without limitation, statements regarding the Company's expectations, hopes,
beliefs, intentions or strategies regarding the future. These forward- looking
statements are based on the Company's current expectations and beliefs
concerning future developments and their potential effects on the Company. There
can be no assurance that future developments affecting the Company will be those
anticipated by the Company. These forward-looking statements involve a number of
risks, uncertainties (some of which are beyond the control of the Company) or
other assumptions that may cause actual results or performance to be materially
different from those expressed or implied by such forward- looking statements.
These risks and uncertainties include, but are not limited to, the Company's
ability to successfully retain the current employees of Century Dynamics, the
Company's ability to integrate Century Dynamics into its business without
incurring unanticipated costs or high levels of management distraction, the
Company's ability to protect its proprietary technology and maintain its
technological lead over competitors, the emergence of competitive products and
unforeseen technical issues, and other risks and uncertainties that are detailed
from time to time in periodic reports filed by the Company with the Securities
Exchange Commission.
SOURCE ANSYS, Inc.
-0- 01/05/2005
/CONTACT: Media, Kelly Wall, +1-724-514-3076, or kelly.wall@ansys.com ,
or Investors, Lisa O'Connor, +1-724-514-1782, or lisa.oconnor@ansys.com , both
of ANSYS, Inc./
/Web site: http://www.ansys.com
http://www.century-dynamics.com /
- -