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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 16(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): December 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 16317
(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 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTIONS OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
On December 1, 2006, ANSYS, Inc. ("Company") issued a press release
announcing that Daniel H. Blumenthal, a managing director and a founding partner
of Willis Stein & Partners, has resigned effective November 30, 2006 as director
of ANSYS, Inc. and as a member of the board's nominating and corporate
governance committee.
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 December 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: December 1, 2006 By: /s/ SHEILA S. DINARDO
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Vice President,
General Counsel and Secretary
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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99.1 Press Release of the Registrant dated December 1, 2006
Exhibit 99.1
ANSYS, INC. ANNOUNCES DIRECTOR RESIGNATION
SOUTHPOINTE, Pa., Dec. 1 /PRNewswire-FirstCall/ -- ANSYS, Inc.
(Nasdaq: ANSS), a global innovator of simulation software and technologies
designed to optimize product development processes, today announced that
Daniel H. Blumenthal, a managing director and a founding partner of Willis
Stein & Partners, has resigned effective November 30, 2006 as director of
ANSYS, Inc. and as a member of the board's nominating and corporate governance
committee.
Mr. Blumenthal joined the Company's board as a director in May 2006 in
conjunction with the Company's acquisition of Fluent Inc. Pursuant to the merger
agreement executed in connection with that transaction, the Company agreed to
expand the board by one seat and nominate Mr. Blumenthal to fill that seat as a
director for so long as the affiliates of Willis Stein & Partners held at least
5% of the Company's issued and outstanding shares of common stock.
On November 16, 2006 affiliates of Willis Stein & Partners sold 3,350,356
shares of ANSYS common stock, which were originally acquired by Willis Stein in
connection with the Company's acquisition of Fluent Inc, in a secondary offering
underwritten by Goldman, Sachs & Co. Following this transaction, Willis Stein
owns less than 1% of ANSYS' currently outstanding shares of common stock.
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 1,400 people and distribute ANSYS
products through a network of channel partners in over 40 countries.
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- 12/01/2006
/CONTACT: Investors, Lisa O'Connor, +1-724-514-1782, or
lisa.oconnor@ansys.com, or Media, Kelly Wall, +1-724-514-3076, or
kelly.wall@ansys.com, both of ANSYS, Inc. /
/Web site: http://www.ansys.com /