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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): May 1, 2006
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ANSYS, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-20853 04-3219960
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) 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))
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ITEM 8.01 OTHER EVENTS.
On May 1, 2006, ANSYS, Inc. issued a press release announcing that
ANSYS has completed its acquisition of Fluent Inc. in a series of mergers.
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
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99.1 Press Release of the Registrant dated May 1, 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: May 1, 2006 By: /s/ JAMES E. CASHMAN III
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James E. Cashman III - President
and Chief Executive Officer
Date: May 1, 2006 By: /s/ MARIA T. SHIELDS
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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
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99.1 Press Release of the Registrant dated May 1, 2006
Exhibit 99.1
ANSYS Completes Acquisition of Fluent
SOUTHPOINTE, Pa., May 1 /PRNewswire-FirstCall/ -- ANSYS, Inc. (Nasdaq:
ANSS), a global innovator of simulation software and technologies designed to
optimize product development processes, and Fluent Inc., a global provider of
computer-aided engineering (CAE) simulation software, today announced that ANSYS
has completed its acquisition of Fluent in a series of mergers for approximately
6,000,000 shares of ANSYS common stock and approximately $299 million in net
cash.
ANSYS expects the acquisition to be immediately accretive to earnings,
excluding acquisition-related costs, amortization of intangibles, the impact of
deferred revenue purchase accounting treatment and expensing of stock options.
The company used a combination of existing cash and proceeds from approximately
$200 million of committed bank financing to fund the transaction.
Fluent Inc. is a global supplier of CAE simulation software technologies
and services. Fluent products utilize computational fluid dynamics (CFD)
principles and techniques to enable engineers and designers to simulate fluid
flow, heat and mass transfer, and related phenomena involving turbulent,
reacting, and multiphase flow. The company's products are used by blue chip
companies, small and medium size enterprises, and academic institutions and
institutes around the world. Today, CFD simulation technology is used in almost
every industry sector and manufactured product.
"With the acquisition of Fluent, ANSYS has significantly broadened its
offerings in the simulation market. I expect ANSYS to be an important partner to
design engineers in industries, from discrete manufacturing, oil and gas,
chemicals, food processing, as well as to environmental scientists studying how
pollution propagates and oceanographers trying to predict the effects of global
warming. Ships, airplanes, cars, your PC, home, office building and the
environment -- all will work better, be more efficient, pollute less or be
better managed as a result of a better understanding of the dynamics of the
gases and liquids in which, and with which, they operate," commented Daratech
CEO Charles M. Foundyller.
Jim Cashman, ANSYS President and CEO added, "Finalizing the acquisition of
Fluent is great news for us, our customers and partners. We are very excited to
be able to move forward today as a unified company and begin executing our
strategy for the future."
"With the operations and technology synergies that Fluent and ANSYS share,
we are confident that we can meet the needs of the CAE community for simulation
software and services in a highly effective manner," said Dr. Ferit Boysan, Vice
President and General Manager, Fluids Business Unit.
The combination of ANSYS' and Fluent's software products and services is
expected to give ANSYS one of the most comprehensive, independent engineering
simulation software offerings in the industry, reaffirming and strengthening
ANSYS' commitment to open interface and flexible simulation solutions that are
primarily driven by customer demand and choice. With over 40 direct sales
offices and 17 development centers, on three continents, the combined company
will employ approximately 1,350 people.
The company expects to provide updated financial guidance with respect to
Fluent and the financial outlook of the combined company in the next couple of
weeks.
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 40 strategic sales locations throughout the world, ANSYS, Inc.
and its subsidiaries employ approximately 1,350 people and distribute ANSYS
products through a network of channel partners in over 40 countries. Visit
http://www.ansys.com for more information.
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), including, without
limitation, the statement regarding our expectation that the acquisition of
Fluent will be immediately accretive to earnings, with certain exceptions, and
our statement that the combination of our software products and services
combined with Fluent's is expected to give us one of the most comprehensive,
independent engineering simulation software offerings in the industry. 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 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 during the integration process. 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, FLUENT 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- 05/01/2006
/CONTACT: Lisa O'Connor of ANSYS, Inc., +1-724-514-1782, or
lisa.oconnor@ansys.com /
/Web site: http://www.ansys.com /