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 (I.R.S. Employer
of 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, par value 1,100,000 shares $39.11 $43,021,000 $3,480.40
$.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 November 24,
2003 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,
July 17, 1998 (File No. 333-08613), pertaining to the Registrant's 1996 Stock
Option and Grant Plan, and September 17, 2001 (File No. 333-69506), 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 Deloitte & Touche LLP.
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of David Secunda, Esq. (included in the Opinion
filed as Exhibit 5.1).
23.4 Deloitte & Touche LLP Awareness Letter.
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 25th day of
November, 2003.
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 November 25, 2003
- ------------------------ Officer (Principal Executive Officer)
James E. Cashman III
/s/ Maria T. Shields Chief Financial Officer, Vice November 25, 2003
- -------------------- President, Finance and Administration
Maria T. Shields (Principal Financial Officer and
Accounting Officer)
/s/ Peter J. Smith Chairman of the Board of Directors November 25, 2003
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Peter J. Smith
/s/ Jacqueline C. Morby Director November 25, 2003
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Jacqueline C. Morby
/s/ Roger J. Heinen, Jr. Director November 25, 2003
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Roger J. Heinen, Jr.
/s/ John F. Smith Director November 25, 2003
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John F. Smith
/s/ Patrick J. Zilvitis Director November 25, 2003
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Patrick J. Zilvitis
November 25, 2003
/s/ Bradford C. Morley Director
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Bradford C. Morley
II-2
EXHIBIT INDEX
Exhibit No. Description Sequential Page Number
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5.1 Opinion of David Secunda, Esq., regarding the legality of
the securities registered hereunder.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of David Secunda, Esq. (included in the Opinion
filed as Exhibit 5.1).
23.4 Deloitte & Touche LLP Awareness Letter
II-3
Exhibit 5.1
November 25, 2003
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 1,100,000 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 and Grant Plan, 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
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
ANSYS Inc. on Form S-8 of our reports dated January 29, 2003 (February 4, 2003
as to the last paragraph of Note 3) (which report expresses an unqualified
opinion and includes an explanatory paragraph relating to the Company's change
in method of accounting for goodwill and other intangible assets to adopt
Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets") and March 19, 2003, appearing in the Annual Report on Form
10-K of ANSYS Inc. for the year ended December 31, 2002 and in the Annual Report
on Form 11-K of the ANSYS Inc. Employee Stock Purchase Plan for the year ended
January 31, 2003, respectively.
/s/ Deloitte & Touche LLP
Pittsburgh, Pennsylvania
November 25, 2003
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 30, 2002 relating to the
consolidated financial statements, which appears in the Annual Report to
Shareholders of ANSYS Inc., which is incorporated in ANSYS Inc.'s Form 10-K for
the year ended December 31, 2002. We also consent to the incorporation by
reference of our report dated January 30, 2002 relating to the financial
statement schedule, which appears in such Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
November 25, 2003
Exhibit 23.4
November 25, 2003
ANSYS Inc.
275 Technology Drive
Canonsburg, PA 15317
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of ANSYS Inc. and subsidiaries for the periods ended March 31, 2003
and 2002, June 30, 2003 and 2002 and September 30, 2003 and 2002, as indicated
in our reports dated April 28, 2003, July 18, 2003, and October 31, 2003
respectively; because we did not perform an audit, we expressed no opinion on
that information.
We are aware that our reports referred to above, which were included in your
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003, June 30,
2003 and September 30, 2003, are being used in this Registration Statement.
We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the Securities Act of 1933, are not considered a part of the Registration
Statement prepared or certified by an accountant or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
/s/ Deloitte & Touche LLP