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): September 1, 2015
ANSYS, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-20853 | 04-3219960 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 2600 ANSYS Drive, Canonsburg, PA | 15317 |
| (Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (724) 746-3304
________________________________________________________________________________
(Former name or former address, if changed since last report)
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:
| [ ] | 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Director Election
On September 1, 2015, Guy E. Dubois accepted an offer to join the ANSYS, Inc. (the "Company") Board of Directors (the "Board") as a Class I Director effective September 1, 2015 and to serve until the 2018 Annual Meeting of Stockholders or until his successor is elected and qualified or until his earlier death, resignation or removal. Mr. Dubois will also be appointed to the Compensation Committee of the Board effective September 1, 2015.
In connection with Mr. Dubois' election to the Board, the Company will enter into an Indemnification Agreement (the "Indemnification Agreement") with Mr. Dubois on September 1, 2015 in the Company's standard form of Indemnification Agreement for non-employee directors included as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on March 20, 2013. Pursuant to the Indemnification Agreement, the Company will agree, in certain circumstances, to indemnify Mr. Dubois against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement incurred as a result of the fact that Mr. Dubois, in his capacity as a director of the Company, is made or threatened to be made a party to any suit or proceeding. The Indemnification Agreement will also provide for the mandatory advancement of expenses to Mr. Dubois in connection with any suit or proceeding.
The description above is a summary of the terms of the Indemnification Agreement. This description does not purport to be complete and it is qualified in its entirety by reference to the form of the Indemnification Agreement itself, which is incorporated herein by reference.
In connection with his service to the Company as a director, Mr. Dubois will be entitled to receive compensation consistent with that of the Company's other non-affiliate independent directors who are not employees of the Company, as described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 2, 2015 under the caption, "Our Board of Directors - Director Compensation," which portion of such proxy statement is incorporated herein by reference.
Mr. Dubois was not selected as a director pursuant to any arrangement or understanding between Mr. Dubois and any other persons.
Since the beginning of the Company's last fiscal year, there was no transaction or series of similar transactions, nor is there any currently proposed transaction or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000 and in which Mr. Dubois, or members of his immediate family, had or will have a direct or indirect material interest, other than his director compensation arrangements.
Since 2012, Mr. Dubois has served on the board of directors of Guidewire Software, Inc., a publicly traded provider of software products for property & casualty insurers. Mr. Dubois also currently serves as Chairman of the Board of The Access Group, a privately held U.K. company and leading author of integrated business management software. Since 2013, he has served as Chairman of NewVoiceMedia, a privately held UK firm specializing in cloud contact center technology. From 2013 to 2015, he was a Senior Advisor at Silver Lake, a leading private equity technology investor. From July 2011 to July 2012, he held the position of CEO at banking software provider, TEMENOS. From 2009 to 2011, Mr. Dubois served as president and CEO of MACH Group, a hub-based mobile communications exchange solutions provider. From 2007 to 2008, Mr. Dubois was the EVP and president of the global products division of Amdocs. From 2005 to 2007, he was president and CEO of Cramer Systems. Between 2001 and 2005, he was EVP at PeopleSoft, where he led strategy and business development outside North America. Previously, Mr. Dubois held senior positions with Vantive, Sybase and Digital Equipment Corporation. Mr. Dubois holds an Engineering Diploma and is a graduate of Lille Graduate School of Business Management in France
On September 1, 2015, the Company issued a press release in connection with Mr. Dubois' election to the Company's Board of Directors. The full text of the press release is set forth in Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit Number
Description
99.1
Press Release, dated September 1, 2015.
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.
(Registrant) |
||
| September 1, 2015
(Date) |
/s/ SHEILA S. DINARDO
Sheila S. DiNardo Vice President, General Counsel & Secretary |
INDEX TO EXHIBITS
|
Exhibit Number |
|
Description of Exhibit
|
|
99.1 |
|
Press Release, dated September 1, 2015. |
EXHIBIT 99.1
Guy E. Dubois Named to ANSYS Board of Directors
PITTSBURGH, Sept. 1, 2015 (GLOBE NEWSWIRE) -- ANSYS, Inc. (NASDAQ:ANSS) today announced that Guy E. Dubois has accepted an appointment to the ANSYS Board of Directors effective September 1, 2015.
Mr. Dubois has spent more than three decades developing and leading large, multinational software, technology and services companies globally. Mr. Dubois is the former Chief Executive Officer of Temenos Systems, a banking software systems provider based in Geneva and listed in Switzerland, the former President and Chief Executive Officer of MACH Group, a leading provider of cloud-based managed communication services worldwide, the former President and CEO of Cramer Systems, a Telco systems provider in the UK. Previously, Mr. Dubois was EVP Products Group with Amdocs Ltd., a NYSE-listed provider of operations support software used by telecommunications service providers to deliver voice, data and wireless services. Furthermore Mr. Dubois was Executive Vice President, International Operations for PeopleSoft Corporation based in the U.K. Prior to joining PeopleSoft, Mr. Dubois held various executive, general manager and sales management positions with Vantive Corporation, Sybase Europe, Digital Equipment Corporation and Control Data.
"We are very pleased that Guy Dubois has joined the ANSYS Board. In addition to his extensive experience in software, technology and related services, Guy brings a unique perspective having run technology enterprises across Europe. Guy's experience, insights and relationships will be highly complementary to the company's strategy of improving and expanding its European operations," said Ronald W. Hovsepian, Chairman of ANSYS.
"It is an honor to be selected to join the Board of ANSYS, the clear leader in the engineering simulation software industry. I look forward to working collaboratively with my fellow Board members and helping to drive value for the Company's shareholders," said Dubois.
Mr. Dubois graduated with a Master of Science from the University of Lille, as well as graduated from the University of Lille Engineering School.
About ANSYS, Inc.
ANSYS brings clarity and insight to customers' most complex design challenges through fast, accurate and reliable engineering simulation. Our technology enables organizations – no matter their industry – to predict with confidence that their products will thrive in the real world. Customers trust our software to help ensure product integrity and drive business success through innovation. Founded in 1970, ANSYS employs over 2,750 professionals, many of them experts in engineering fields such as finite element analysis, computational fluid dynamics, electronics and electromagnetics, and design optimization. Headquartered south of Pittsburgh, Pennsylvania, U.S.A., ANSYS has more than 75 strategic sales locations throughout the world with a network of channel partners in 40+ countries. Visit www.ansys.com for more information.
Financial: ANSS-F
CONTACT: Investors:
Annette Arribas
724.820.3700
annette.arribas@ansys.com
Media:
Tom Smithyman
724.820.4340
tom.smithyman@ansys.com