Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ANSYS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3219960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
275 Technology Drive-Southpointe
Canonsburg, Pennsylvania 15317
(Address of principal executive offices) (Zip Code)
1996 STOCK OPTION AND GRANT PLAN
(Full title of the plan)
James E. Cashman III
President and Chief Executive Officer
ANSYS, Inc.
275 Technology Drive-Southpointe
Canonsburg, Pennsylvania 15317
(Name and address of agent for service)
(724) 514-3064
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed maximum Proposed maximum Amount of
securities Amount to be offering price aggregate registration
to be registered registered(1) per share(2) offering price fee
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Common Stock, 1,000,000 shares $18.71 $18,710,000 $4,677.50
par value
$.01 per share
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(1) This Registration Statement also relates to such indeterminate
number of additional shares of ANSYS, Inc. Common Stock as may be required in
the event of a stock dividend, reverse stock split, split-up, recapitalization,
forfeiture of stock or other similar event
(2) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h). The fee is calculated on the basis of the average
of the high and low prices for the Common Stock of ANSYS, Inc. on September 10,
2001 as reported on the Nasdaq National Market.
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The earlier Registration Statements on Form S-8 filed by ANSYS, Inc.
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") on July 23, 1996 (File No. 333-08613), pertaining to the
Registrant's 1996 Stock Option and Grant Plan and Employee Stock Purchase Plan,
and July 17, 1998 (File No. 333-08613), pertaining to the Registrant's 1996
Stock Option and Grant Plan, are hereby incorporated by reference. This
incorporation is made pursuant to General Instruction E of Form S-8 regarding
the registration of additional securities of the same class as other securities
for which there has been filed a Registration Statement on Form S-8 relating to
the same employee benefit plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference
as part of this Registration Statement:
EXHIBIT NO. DESCRIPTION
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5.1 Opinion of David Secunda, Esq., regarding the legality of
the securities registered hereunder.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of David Secunda, Esq. (included in the Opinion
filed as Exhibit 5.1).
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Canonsburg, Pennsylvania, on this 12th day of
September, 2001.
ANSYS, INC.
By: /s/ James E. Cashman III
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James E. Cashman III
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors
and officers of ANSYS, Inc. hereby constitutes and appoints James E. Cashman III
and Maria T. Shields, and each of them, his true and lawful attorneys-in-fact
and agents, for him and in his name, place and stead, in any and all capacities,
to sign one or more amendments to this Registration Statement on Form S-8 under
the Securities Act of 1933, as amended, including post-effective amendments and
other related documents, and to file the same with the Securities and Exchange
Commission under said Act, hereby granting power and authority to do and perform
any and all acts and things requisite and necessary to be done in and about the
premises, as fully as to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement and the foregoing Power of Attorney have been signed
by the following persons in the capacities and on the date(s) indicated:
SIGNATURE CAPACITY DATE
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/s/ James E. Cashman III President and Chief Executive Officer September 12, 2001
------------------------ (Principal Executive Officer)
James E. Cashman III
/s/ Maria T. Shields Chief Financial Officer, Vice September 12, 2001
-------------------- President, Finance and Administration
Maria T. Shields (Principal Financial Officer and
Accounting Officer)
/s/ Peter J. Smith Chairman of the Board of Directors September 12, 2001
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Peter J. Smith
/s/ Jacqueline C. Morby Director September 12, 2001
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Jacqueline C. Morby
/s/ Roger J. Heinen, Jr. Director September 12, 2001
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Roger J. Heinen, Jr.
/s/ John F. Smith Director September 12, 2001
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John F. Smith
/s/ Patrick J. Zilvitis Director September 12, 2001
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Patrick J. Zilvitis
September 12, 2001
/s/ Bradford C. Morley Director
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Bradford C. Morely
II-2
EXHIBIT INDEX
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NUMBER
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5.1 Opinion of David Secunda, Esq., regarding the 6
legality of the securities registered hereunder.
23.1 Consent of PricewaterouseCoopers LLP. 7
23.2 Consent of David Secunda, Esq. (included in 6
the Opinion filed as Exhibit 5.1).
II-3
Exhibit 5.1
September 12, 2001
ANSYS, Inc.
275 Technology Drive - Southpointe
Canonsburg, Pennsylvania 15317
Re: Registration Statement On Form S-8
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Ladies and Gentlemen:
I am Corporate Counsel of ANSYS, Inc. (the "Company") and I have acted
as counsel for the Company in connection with the preparation of the Form S-8
Registration Statement to be filed by the Company with the Securities and
Exchange Commission for the registration under the Securities Act of 1933, as
amended, of an additional 1,000,000 shares of the Company's common stock, par
value $.01 per share (the "Shares"), which are to be offered from time to time
to certain officers, employees and directors of the Company pursuant to the
terms of the Company's 1996 Stock Option Plan and Grant, as amended (the
"Plan"), and which may be sold by such officers, employees and directors from
time to time hereafter.
I have examined the originals, certified copies or copies otherwise
identified to my satisfaction as being true copies of the Plan and such other
documents as I have deemed necessary or appropriate for purposes of this
opinion.
Based on the foregoing, I am of the opinion that the Shares have been
duly and validly authorized and reserved for issuance and, when issued upon
exercise of options granted under the Plan and pursuant to the terms of the
Plan, will be legally and validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ David Secunda
David Secunda
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 30, 2001 relating to the
financial statements of ANSYS, Inc., which appears in the 2000 Annual Report to
Shareholders of ANSYS, Inc., which is incorporated by reference in ANSYS Inc.'s
Annual Report on Form 10-K for the year ended December 31, 2000. We also consent
to the incorporation by reference of our report dated January 30, 2001 relating
to the financial statement schedule, which appears in such Annual Report on
Form 10-K.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
September 12, 2001