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As filed with the Securities and Exchange Commission on July 23, 1996
REGISTRATION STATEMENT 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 OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
201 JOHNSON ROAD
HOUSTON, PENNSYLVANIA 15342-1300
(412) 746-3304
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
1996 STOCK OPTION AND GRANT PLAN
EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLANS)
------------------------
PETER J. SMITH
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
ANSYS, INC.
201 JOHNSON ROAD
HOUSTON, PENNSYLVANIA 15342-1300
(412) 746-3304
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
With copy to:
JOHN R. LECLAIRE, P.C.
JEFFREY D. PLUNKETT, ESQ.
GOODWIN, PROCTER & HOAR LLP
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Being Amounts to Proposed Proposed Amount of
Registered be Maximum Maximum Registration Fee
Registered Offering Aggregate
(1) Price Per Offering
Share Price
<S> <C> <C> <C> <C>
Common Stock, par value 2,460,000 $11.4375 $28,136,250 $9,703
$.01 per share shares (2) (3)
================================================================================
</TABLE>
(1) This Registration Statement also relates to such indeterminate number of
additional shares of ANSYS, Inc. Common Stock as may be required pursuant to
the 1996 Stock Option and Grant Plan and Employee Stock Purchase Plan in
the event of a stock dividend, reverse stock split, split-up,
recapitalization, forfeiture of stock under the Plans or other similar
event.
(2) Includes 2,250,000 shares and 210,000 shares to be offered pursuant to the
1996 Stock Option and Grant Plan and the Employee Stock Purchase Plan,
respectively.
(3) This estimate is made pursuant to Rule 457(c) and (h) under the Securities
Act of 1933 solely for the purposes of determining the amount of the
registration fee. The registration fee is based upon the average of the
high and low prices for the Registrant's Common Stock, par value $.01 per
share, as reported on the Nasdaq National Market on July 16, 1996.
1
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information.*
----------------
Item 2. Registrant Information and Employee Plan Annual Information.*
-----------------------------------------------------------
* Information required by Part I to be contained in the Section 10(a)
Prospectuses is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act of 1933 (the "Securities Act") and the Introductory
Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
-----------------------------------------------
ANSYS, Inc. (the "Registrant") hereby incorporates by reference the
following documents which have previously been filed with the Securities and
Exchange Commission:
(a) the Registrant's Prospectus dated June 20, 1996 as filed with the
Securities and Exchange Commission on June 20, 1996 pursuant to
Rule 424(b) under the Securities Act (the "Prospectus");
(b) all other reports filed with the Securities and Exchange Commission
by the Registrant pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since June 20, 1996; and
(c) the description of the Registrant's Common Stock contained in the
Registration Statement on Form 8-A dated June 12, 1996 as filed
with the Securities and Exchange Commission on June 12, 1996
pursuant to Section 12(g) of the Securities Exchange Act of 1934,
as amended.
In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
prior to the filing of a post-effective amendment hereto that indicates that all
securities offered hereunder have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any subsequently filed document
which also is incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
-------------------------
Not Applicable.
2
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Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
In accordance with Section 145 of the General Corporation Law of the State
of Delaware, Article VII of the Registrant's Restated Certificate of
Incorporation (the "Certificate") provides that no director of the Registrant
shall be personally liable to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the Registrant or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) in respect of
certain unlawful dividend payments or stock redemptions or repurchases, or (iv)
for any transaction from which the director derived an improper personal
benefit. In addition, the Certificate provides that if the Delaware General
Corporation Law is amended to authorize the further elimination or limitation of
the personal liability of directors, then the liability of a director of the
Registrant shall be eliminated or limited to the fullest extent permitted by the
Delaware General Corporation Law, as so amended.
Article V of the Registrant's Amended and Restated By-laws (the "By-laws")
provides for indemnification by the Registrant of its directors, officers and
certain non-officer employees (including officers and certain non-officer
employees of subsidiaries) under certain circumstances against expenses
(including attorneys fees, judgments, fines and amounts paid in settlement)
reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed legal proceeding in which any such person is
involved by reason of the fact that such person is or was a director, an officer
or an employee of the Registrant if such person acted in good faith and in a
manner he or she reasonably believed to be in, or not opposed to, the best
interests of the Registrant, and with respect to criminal actions or
proceedings, that such person had no reasonable cause to believe his or her
conduct was unlawful.
The Registrant has entered into indemnification agreements with each of its
directors reflecting the foregoing provisions of its By-laws and requiring the
advancement of expenses in proceedings, if such person had no reasonable cause
to believe his or her conduct was unlawful.
The Investment and Stockholders' Agreement dated as of February 7, 1994 by
and among SAS Acquisition Corp., SAS Software, Inc., Dr. John A. Swanson, the TA
Investors (as defined therein) and Marcia S. Morton, as amended, provides for
indemnification by the Registrant of certain of its stockholders and the
controlling persons of such stockholders against claims and liabilities,
including claims and liabilities arising under the securities laws, subject to
certain limitations.
Under Section 8 of the Underwriting Agreement filed as Exhibit 1.1 to the
Prospectus, the Underwriters have agreed to indemnify, under certain conditions,
the Registrant, its directors, certain officers and persons who control the
Registrant within the meaning of the Securities Act of 1993 against certain
liabilities.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
The following is a complete list of exhibits filed or incorporated by
reference as part of this Registration Statement.
3
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Exhibits
- --------
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1)
23.2 Consent of Coopers & Lybrand L.L.P.
24.1 Powers of Attorney (included on signature pages to this Registration
Statement)
Item 9. Undertakings.
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any acts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated offering range may be reflected in
the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
herein do not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed by the undersigned registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement;
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the Registration Statement shall be deemed to be a
new registration statement relating
4
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to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
5
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, ANSYS, Inc.
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 Houston, Pennsylvania on this 23rd day of July, 1996.
ANSYS, INC.
By: /s/ Peter J. Smith
-------------------------------
Peter J. Smith
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints each of Peter J. Smith and John M. Sherbin II
such person's true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution, for such person and in such person's name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as such person might or could do
in person, hereby ratifying and confirming all that any said attorney-in-fact
and agent, or any substitute or substitutes of any of them, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Peter J. Smith Chairman, Chief Executive Officer July 23, 1996
- -------------------------- and Director (Principal Executive Officer)
PETER J. SMITH
/s/ John M. Sherbin II Chief Financial Officer (Principal Financial July 23, 1996
- -------------------------- Officer and Principal Accounting Officer)
JOHN M. SHERBIN II
/s/ Dr. John A. Swanson Chief Technologist and Director July 23, 1996
- --------------------------
DR. JOHN A. SWANSON
/s/ Jacqueline C. Morby Director July 23, 1996
- --------------------------
JACQUELINE C. MORBY
/s/ Roger B. Kafker Director July 23, 1996
- --------------------------
ROGER B. KAFKER
/s/ Gary B. Eichhorn Director July 23, 1996
- --------------------------
GARY B. EICHHORN
/s/ John F. Smith Director July 23, 1996
- --------------------------
JOHN F. SMITH
/s/ Roger J. Heinen, Jr. Director July 23, 1996
- --------------------------
ROGER J. HEINEN, JR.
</TABLE>
S-1
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page No.
- ----------- ----------- --------
<S> <C> <C>
5.1 Opinion of Goodwin, Procter & Hoar LLP 7
as to the legality of the securities
being registered
23.1 Consent of Goodwin, Procter & Hoar LLP 7
(included in Exhibit 5.1)
23.2 Consent of Coopers & Lybrand L.L.P. 8
24.1 Powers of Attorney (included on S-1
signature pages to this Registration
Statement)
</TABLE>
6
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EXHIBIT 5.1
[LETTERHEAD OF GOODWIN, PROCTER & HOAR LLP APPEARS HERE]
July 23, 1996
ANSYS, Inc.
201 Johnson Road
Houston, PA 15342-1300
Ladies and Gentlemen:
Re: Registration Statement on Form S-8
----------------------------------
This opinion is delivered in our capacity as counsel to ANSYS, Inc.
(the "Company") in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of a Registration Statement on Form S-8 (the "Registration Statement") relating
to 2,460,000 shares of Common Stock, par value $.01 per share (the "Registered
Shares"). Of the Registered Shares, the Company is authorized to issue 210,000
shares pursuant to the ANSYS, Inc. Employee Stock Purchase Plan ("ESPP") and
2,250,000 shares pursuant to the ANSYS, Inc. 1996 Stock Option and Grant Plan
(the "1996 Plan," and together with the ESPP, the "Plans").
As counsel for the Company, we have examined a copy of each of the
Plans and the Company's Restated Certificate of Incorporation and Amended and
Restated By-laws, each as presently in effect, and such records, certificates
and other documents of the Company as we have deemed necessary or appropriate
for the purposes of this opinion.
Based on the foregoing, we are of the opinion that, when the
Registered Shares are sold and paid for pursuant to the terms of the respective
Plans, the Registered Shares will be duly authorized, legally issued, fully paid
and non-assessable by the Company under the General Corporation Law of the State
of Delaware.
We hereby consent to being named as counsel to the Company in the
Registration Statement and to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
GOODWIN, PROCTER & HOAR LLP
29
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of ANSYS, Inc. (the
"Registrant") of our reports dated April 19, 1996 relating to the consolidated
financial statements of ANSYS, Inc. and its subsidiaries as of December 31, 1994
and 1995 and for the period from March 14, 1994 through December 31, 1994 and
for the year ended December 31, 1995; and combined Financial Statements of
Swanson Analysis Systems, Inc. for the year ended December 31, 1993 and for the
period January 1, 1994 through March 13, 1994, included in the Registrant's
Prospectus dated June 20, 1996 filed pursuant to Rule 424(b) in connection with
the Registrant's Registration Statement on Form S-1 (No. 333-4278).
Coopers & Lybrand L.L.P.
/s/ Coopers & Lybrand L.L.P.
Pittsburgh, Pennsylvania
July 23, 1996
30
