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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ANSOFT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 72-1001909
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Four Station Square, Suite 660, Pittsburgh, Pennsylvania 15219
(Address of Principal Executive Offices) (Zip Code)
ANSOFT CORPORATION 1988 STOCK OPTION PLAN
ANSOFT CORPORATION 1995 STOCK OPTION PLAN
(Full title of plans)
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
(Name and address of agent for service)
302-777-0205
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
Title of securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per unit (1) price (1) registration fee
---------------- ---------- ------------------ --------- ----------------
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Common Stock 1,216,566 (2) 4.9375 6,006,795 1,820.24
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(1) The price is estimated solely for purpose of calculating the
registration fee pursuant to rule 457(h)(1). The offering price and
fee are computed based on the average of the high and low prices of
the common stock as reported on the NASDAQ National Market System on
November 15, 1996.
(2) There are 24,857 shares of the registrant's Common Stock eligible to
be purchased pursuant to the issuance of future options under the 1988
Stock Option Plan. There are 330,492 shares of the registrant's Common
Stock eligible to be purchased pursuant to the issuance of future
options under the 1995 Stock Option Plan. In the event that
outstanding options are terminated in the future, a maximum of 568,566
shares of the registrant's Common Stock may be eligible to be
purchased pursuant to the issuance of future options under the 1988
Stock Option Plan and 648,000 shares of the registrant's Common Stock
may be eligible to be purchased pursuant to the issuance of future
options under the 1995 Stock Option Plan.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan(s) described herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed with the Commission by
the Company are incorporated herein by reference and made a part hereof:
(a) The Company's latest annual report on Form 10-K for the
fiscal year ended April 30, 1996;
(b) The Company's Quarterly Report on Form 10-Q for the period
ended July 31, 1996;
(c) The Company's Current Report on Form 8-K filed on August 9,
1996, as amended by Form 8-K/A filed on October 8, 1996;
(d) The description of the Company's common stock which is
contained in the Company's registration statement on Form 8-A
filed with the Commission on March 1, 1996; and
(e) All documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, after the date
of this registration statement and prior to the filing of a
post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by
reference into 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 of this registration statement to the extent that a
statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by
reference herein modified 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.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 145 of the Delaware General Corporation
Law , as amended (the "DGCL") and Article Seventh of the Issuer's Amended and
Restated Certificate of
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Incorporation, which provides that a corporation may indemnify any
person who was or is a part or is threatened to be made a party to any
threatened, pending or completed legal action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an
action by or in the right of such corporation) by reason of the fact
that such person is or was a director, officer, employee or agent of
such corporation, or is or was serving at the request of such
corporation in such capacity of another corporation or business
organization. The indemnity may include expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such director, officer, employee or agent in
connection with such action, suit or proceeding if such person acted in
good faith an in a manner such person reasonably believed to be in or
not opposed to the best interest of the corporation, and ,with respect
to any criminal action or proceeding, had no reasonable cause to believe
that such person's conduct was unlawful. A Delaware corporation may
indemnify officers and directors in an action by or in the right of a
corporation under the same conditions, except that no indemnification is
permitted without judicial approval if the officer or director is
adjudged to be liable to the corporation. Where an officer or director
is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against he
expenses that such officer of director actually and reasonably incurred.
Reference is also made to Section 102(b)(7) of the DGCL, which enables
a corporation in its certificate of incorporation to eliminate or limit the
personal liability of a director for violations of a director's fiduciary duty,
except for liability (i) for any breach of the director's duty of loyalty to
the corporation or its stockholders, (ii) for acts or omissions not I good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL (providing for liability of directors for
unlawful payment of dividends or unlawful stock purchases or redemptions) or
(iv) for any transaction from which the director derived an improper benefit.
Item 7. EXEMPTIONS FROM REGISTRATION CLAIMED. Not applicable.
Item 8. EXHIBITS.
Exhibit
Number Description
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4.1 Amended and Restated Certificate of Incorporation,
previously filed as Exhibit 3.1 to the Company's
registration statement on Form S-1 filed with the
Commission on February 15, 1996 (SEC file no.
333-1398)
4.2 Bylaws, as amended and restated, previously filed as
Exhibit 3.2 to the Company's registration statement
on Form S-1 filed with the Commission on February 15,
1996 (SEC file no. 333-1398)
4.3 1988 Stock Option Plan, previously filed as Exhibit
10.1 to the Company's registration statement on Form
S-1 filed with the Commission on February 15, 1996
(SEC file no. 333-1398)
4.4 1995 Stock Option Plan, previously filed as Exhibit
10.2 to the Company's registration statement on Form
S-1 filed with the Commission on February 15, 1996
(SEC file no. 333-1398)
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5.1 Opinion of Buchanan Ingersoll Professional
Corporation regarding the legality of the shares of
Common Stock of the Company being registered hereby
and the interests in the Company's 1988 Stock Option
Plan and the Company's 1995 Stock Option Plan
23.1 Consent of Buchanan Ingersoll Professional
Corporation (included in their opinion filed as
Exhibit 5.1 hereto)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Powers of Attorney (included as part of the signature page)
Item 9. UNDERTAKINGS.
(1) The Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in the Registration Statement;
(b) 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(c) 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.
(2) The Registrant hereby undertakes:
(a) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act of 1934 that is
incorporated by reference in the Registration Statement 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.
(b) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 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
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933, 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,
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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 of 1933
and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Pittsburgh, Commonwealth of Pennsylvania, on
November 21, 1996.
ANSOFT CORPORATION
/s/ NICHOLAS CSENDES
--------------------------
Nicholas Csendes
Chairman of the Board and President
Pursuant too the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the
capacities and on November 21, 1996.
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<S> <C> <C>
Nicholas Csendes Director, President and Secretary
(Principal Executive Officer)
Thomas A.N. Miller Director and Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Nicholas Csendes
Attorney-in-Fact
Zoltan J. Cendes Director and Chairman of the Board of
Directors
John N. Whelihan Director
Jacob K. White Director
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Exhibit 5.1
BUCHANAN INGERSOLL
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PROFESSIONAL CORPORATION
Attorneys
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410
Telephone: 412-562-8800
Fax: 412-562-1410
November 19, 1996
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: ANSOFT CORPORATION
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Ladies and Gentlemen:
Reference is made to the registration statement on Form S-8 (the
"Registration Statement") as filed with the Securities and Exchange Commission
by Ansoft Corporation (the "Company") covering the registration under the
Securities Act of 1933, as amended, of 568,566 shares of the Company's common
stock, $0.01 par value per share (the "Common Stock"), which may be offered
pursuant to the Company's 1988 Stock Option Plan and 648,000 shares of the
Common Stock which may be offered pursuant to the Company's 1995 Stock Option
Plan (collectively, the "Plans").
We hereby advise you that we have examined originals or copies
certified to our satisfaction of the Amended and Restated Certificate of
Incorporation and the Bylaws of the Company, minutes of the meetings of the
board of directors of the Company, and such other documents, corporate records,
certificates and other instruments as we have deemed necessary or appropriate
for purposes of this opinion, with respect to:
(a) The organization of the Company; and
(b) The legal sufficiency of all corporate proceedings
of the Company taken in connection with the adoption
of the Plans.
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Page -2-
Based upon our examination and review of such documents, records,
certificates and instruments and our review of applicable laws, we are of the
opinion that:
(a) The Company is a corporation, validly existing and
in good standing under the laws of the State of
Delaware;
(b) The Company has taken all necessary and required
corporate action in connection with the creation of
the Plans; and
(c) When the Registration Statement shall have been
filed with the Commissioner, the 568,566 shares of
Common Stock issuable pursuant to the 1988 Stock
Option Plan and the 648,000 shares of Common Stock
issuable pursuant to the 1995 Stock Option Plan
shall have been duly authorized and, when paid for,
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
By: /s/ LEWIS U. DAVIS, JR.
-----------------------
Lewis U. Davis, Jr.
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Exhibit 23.2
The Board of Directors
Ansoft Corporation:
We consent to the use of our report, dated May 29, 1996, on the financial
statements of Ansoft Corporation as of April 30, 1996 and 1995, and for each of
the years in the three-year period ended April 30, 1996, and our report dated
October 4, 1996, on the statements of net revenue and direct operating expenses
of the Electronics Business Unit of MacNeal-Schwendler Corporation for the four
months ended May 31, 1996, and the years ended January 31, 1996 and 1995, and
the statement of fair value of net assets of the Electronics Business Unit of
MacNeal-Schwendler Corporation acquired by Ansoft Corporation as of July 24,
1996, incorporated herein by reference.
Pittsburgh, Pennsylvania
November 21, 1996
