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Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
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)
Peter J. Smith
Chairman, 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
Title of Amount to Proposed Proposed Amount of
securities be maximum maximum registration
to be registered registered(1) offering aggregate fee
price offering
per share(2) price
Common Stock, 1,000,000 $10.76 $1,076,000 $2,153
par value $.01 shares
per share
(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 July 16, 1998 as reported on the
Nasdaq National Market.
_________________________________________________________________
The earlier Registration Statement 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, is 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
5.1 Opinion of David Secunda, Esq.,
regarding the legality of the
securities registered hereunder.
15.1 Letter from Independent Public
Accountants regarding unaudited
financial information
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of David Secunda, Esq.
(included in the Opinion filed as
Exhibit 5.1).
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 17th day of July, 1998.
ANSYS, INC.
By: /s/ Peter J. Smith
Peter J. Smith
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 Peter J. Smith and John M. Sherbin II, 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
/s/ Peter J. Smith Chairman, Chief July 17,1998
Peter J. Smith Executive Officer,
President and
Director (Principal
Executive Officer)
/s/ John M. Sherbin II Chief Financial July 17,1998
John M. Sherbin II Officer, Senior Vice
President, Finance
and Administration;
Secretary (Principal
Financial and
Accounting Officer)
/s/ Dr. John A. Swanson Chief Technologist July 17,1998
Dr. John A. Swanson and Director
/s/ Jacqueline C. Morby Director July 17,1998
Jacqueline C. Morby
/s/ Roger B. Kafker Director July 17,1998
Roger B. Kafker
/s/ Gary B. Eichhorn Director July 17,1998
Gary B. Eichhorn
/s/ John F. Smith Director July 17,1998
John F. Smith
/s/ Roger J. Heinen, Jr. Director July 17,1998
Roger J. Heinen, Jr.
EXHIBIT INDEX
Exhibit Description Sequential Page
No. Number
5.1 Opinion of David Secunda, Esq., 6
regarding the legality of the
securities registered hereunder.
15.1 Letter from Independent Public 7
Accountants regarding unaudited
financial information
23.1 Consent of PricewaterhouseCoopers 8
LLP.
23.2 Consent of David Secunda, Esq. 6
(included in the Opinion filed as
Exhibit 5.1).
Exhibit 5.1
July 17, 1998
ANSYS, Inc.
275 Technology Drive - Southpointe
Canonsburg, Pennsylvania 15317
Re: Registration Statement on Form S-8
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 15.1
July 17,1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: ANSYS, Inc. Registration Statement on Form S-8
We are aware that our report dated April 16, 1998, on our review
of interim financial information of ANSYS, Inc. and subsidiaries
for the three month period ended March 31, 1998 and included
ANSYS, Inc.'s Quarterly Report on Form 10-Q for the quarter then
ended, is incorporated by reference in this registration
statement. Pursuant to Rule 436(c) under the Securities Act of
1933, this report should not be considered a part of the
registration statement prepared or certified by us within the
meaning of Sections 7 and 11 of that Act.
Very truly yours,
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of ANSYS, Inc., relating to the 1996 Stock
Option and Grant Plan, of our report dated January 29, 1998 on
our audits of the consolidated financial statements of ANSYS,
Inc. and subsidiaries as of December 31, 1997 and 1996, and for
each of the three years in the period ended December 31, 1997
which report is included in the Company's 1997 Annual Report on
Form 10-K.
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
July 17, 1998