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Filed Pursuant to Rule 424(b)(1)
Registration Statement on Form S-3
SEC File No. 333-51557
PROSPECTUS
1,380,910 SHARES
ANSOFT CORPORATION
COMMON STOCK, PAR VALUE $.01 PER SHARE
This Prospectus relates to 1,380,910 shares of Common Stock, par value $.01 per
share (the "Shares"), of Ansoft Corporation ("Ansoft" or the "Company") which
may be sold by or for the account of the Selling Stockholders identified herein.
The Shares were acquired by the Selling Stockholders from Ansoft in privately
negotiated acquisition transactions. See "Selling Stockholders."
The Shares may be sold from time to time by the Selling Stockholders in open
market transactions, in private or negotiated transactions or in a combination
of such methods of sale, at fixed prices, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices or at
negotiated prices. See "Plan of Distribution." The Company will not receive any
of the proceeds from the sale of the Shares.
The Common Stock is listed for trading on the NASDAQ National Market System. On
April 29, 1998, the closing sale price of the Common Stock was $13.75 per share.
PROSPECTIVE PURCHASERS OF THESE SECURITIES SHOULD CAREFULLY CONSIDER THE MATTERS
SET FORTH HEREIN UNDER THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 5.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS JUNE 1, 1998.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "SEC" or the "Commission"). Such
reports, proxy statements and other information can be inspected and copied at
the public reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at
the Regional Offices of the Commission located at Citicorp Center, Suite 1400,
500 West Madison Street, Room 1400, Chicago, Illinois 60661 and Seven World
Trade Center, Suite 1300, New York, New York 10048. Copies of such information
can be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. The Commission
maintains a Web site that contains reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission. The address of the Commission's Web site is http://www.sec.gov. The
Company's Common Stock is listed on the NASDAQ National Market System under the
symbol "ANST".
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference into this Prospectus the
following documents or information filed with the Commission: (a) the Company's
annual report on Form 10-K for the fiscal year ended April 30, 1997; (b) the
Company's quarterly report on Form 10-Q for the periods ended July 31, 1997,
October 31, 1997 and January 31, 1998; and (c) the description of the Common
Stock contained in the Company's registration statement filed under Section
12(g) of the Exchange Act, including any amendments or reports filed for the
purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act on or after the date of this Prospectus and prior
to the termination of the offering of the Shares made hereby shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in any
documents incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for the purposes of this Prospectus 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
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will undertake to provide without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered, upon
written or oral request of such person, a copy of any and all of the information
that has been incorporated by reference unto this Prospectus (not including
exhibits to the information that is incorporated by reference unless such
exhibits are specifically incorporated by reference into the information that
this Prospectus incorporates). Requests for such copies should be directed to
Ansoft Corporation, Four Station Square, Suite 660, Pittsburgh, Pennsylvania
15219, Attention: Investor Relations; telephone number (412) 261-3200.
The Company regularly files the reports, proxy statements and other
information with the Commission pursuant to the rules of the Exchange Act. The
public may read and copy any materials filed by the Company with the SEC at the
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
The public may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. The SEC maintains a Web site that contains
reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC. The address of such Web site is
http://www.sec.gov. The Company's Web site address is http://www.ansoft.com.
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and consolidated financial statements and notes thereto of the
Company appearing elsewhere in, or incorporated into, this Prospectus.
Prospective investors should consider carefully the information under "Risk
Factors."
Ansoft Corporation ("Ansoft" or the "Company") develops, markets and
supports electronic design automation ("EDA") software based on fundamental
electromagnetic principles. The Company's products are used by design engineers
in a wide range of industries, including the rapidly evolving wireless
communications and RF markets as well as the semiconductor, computer, automotive
and consumer electronics industries. The Company's software is used in the
design of high performance electrical devices and systems, such as cellular
phones, communications systems, computer circuit boards and motors.
As the marketplace demands higher levels of system performance, the
need to model accurately the electromagnetic interaction in communications and
computing devices and electromechanical systems is becoming increasing
important. The design requirement to fit more devices and interconnections into
smaller spaces results in increased electromagnetic interaction. Moreover, high
performance systems, with frequencies of approximately 500 MHz and beyond,
exhibit a high level of electromagnetic interaction causing the degradation of
the quality of electrical signals.
Traditional EDA tools lack the requisite degree of precision in
modeling electromagnetic interactions in components and systems and, as a
result, the current process for designing and manufacturing wireless and
electronic components and systems is often iterative, time-consuming and
inaccurate. By using the Company's software, design engineers can more
accurately predict electromagnetic interactions at the component and system
level. This allows the Company's customers to produce more compact systems with
higher performance while reducing time-to-market, lowering risk of design
failure and eliminating costly and time-consuming product redesign. The Company
believes that its software products, which are based on Maxwell's Equations,
more accurately model electromagnetic interaction than do traditional EDA tools.
The Company's software products are targeted at three markets: high
frequency ("HF"), signal integrity ("SI") and electromechanical ("EM"). The HF
software enables users to design RF integrated circuits, antenna and radar
systems and microwave components. The SI software enables users to design
computer interconnects, IC packaging structures and electronic systems by
accurately capturing the degradation in signal quality due to higher clock
speeds and smaller physical dimensions. The EM software enables designers of
electromechanical components and systems to optimize the electrical performance
of their designs while increasing manufacturing yields. Ansoft products may be
used as an independent design platform or integrated with complementary EDA
tools within a customer's existing design environment and are available for Unix
and Microsoft Windows 95/NT operating systems.
The Company's objective is to become a leading worldwide supplier of
EDA software. Using its proprietary electromagnetic technology as a primary
competitive advantage, the Company pursues its objectives through the following
strategies: leveraging its technology leadership to solve emerging
electromagnetic design issues in high performance electrical devices and
systems; capitalizing on the growing need for electromagnetic analysis in
increasingly compact and complex electronic and electromechanical components and
systems operating at higher speeds; and expanding its broad range of product
applications to address emerging customer design requirements.
Ansoft markets and sells its products through its direct sales force
and its distributors. As of December 31, 1997, the Company had a direct sales
force of 35 representatives, supported by 56 employees in application
engineering, marketing and sales administration. The Company has sold licenses
for its products to over 500 organizations worldwide. Ansoft's customers include
industry leaders in wireless communications and RF markets, as well as in the
automotive, computer and consumer electronics industries. The Company's
customers include Andrew Corporation, Applied Materials, GM, IBM, Intel, Lucent
Technologies, Mitsubishi, Motorola, Nissan and Texas Instruments.
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Ansoft's principal executive offices are located at Four Station
Square, Suite 660, Pittsburgh, Pennsylvania 15219, and by telephone at (412)
261-3200.
THE OFFERING
<TABLE>
<CAPTION>
<S> <C>
Shares Offered by the Selling Stockholders......................................1,380,910 shares
Shares outstanding before and after the offering................................11,516,369 shares
NASDAQ National Market System Symbol............................................ANST
</TABLE>
The Company will not receive any proceeds from the sale of any Shares
by the Selling Stockholders.
[The Remainder of this Page is Intentionally Blank.]
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RISK FACTORS
This Prospectus contains forward-looking statements that involve risks
and uncertainties. Actual results could differ materially from those discussed
in the forward-looking statements as a result of certain factors, including
those set forth below and elsewhere in this Prospectus. The following risk
factors should be considered carefully in addition to the other information in
this Prospectus before purchasing the shares of the Common Stock offered hereby.
Uncertainty of Broad Market Acceptance. Historically, substantially all
of the Company's revenue has been derived from the licensing and support of its
electromagnetic analysis software. To date, there has been a limited market for
electromagnetic analysis software. The failure of this market to develop or the
slow development of this market would have a material adverse effect on the
Company's business, operating results and financial condition. The Company
believes that a number of factors will be necessary for its products to achieve
broad market acceptance. These factors include increased demand for performance,
miniaturization and manufacturing yield in the communications, computer and
electronics industries; integration of its products with existing design systems
and complementary EDA software; and user familiarity with the Company's products
and capabilities. A decreased demand for electromagnetic analysis software as a
result of competition, technological change or other factors would have a
material adverse effect on the Company's business, operating results and
financial condition. There can be no assurance that markets for the Company's
products will develop further or, if they do, that the Company's products will
achieve broad market acceptance.
Competition. The EDA software industry is highly competitive and is
characterized by continuing advances in products and technologies. In general,
competition comes from major EDA vendors, many of which have a longer operating
history, significantly greater financial, technical and marketing resources,
greater name recognition and a larger installed customer base than the Company.
The Company competes directly with certain major EDA vendors and privately-held
companies which also provide products based on electromagnetic principles
derived from Maxwell's Equations. There can be no assurance that the major EDA
vendors and other EDA companies will not expand and develop new products in the
electromagnetics-based EDA market. The Company also competes, on a limited
basis, with the internal development groups of its existing and potential
customers, many of whom design and develop customized design tools for their
particular needs. In addition, the EDA industry has become increasingly
concentrated in recent years as a result of acquisitions, and further
concentration within the EDA industry could result in increased competition for
the Company. The Company's software products currently compete with certain
software offerings from Hewlett-Packard Corporation ("HP"). The Company entered
into a distribution arrangement with HP under which HP formerly distributed the
Company's HFSS 4.0 product on an exclusive basis (the "HP Agreement"). The HP
Agreement has since expired and HP has no right to distribute the Company's HFSS
product. HP has publicly announced the introduction of a follow-on product
called HP HFSS 5.0. The Company currently sells the latest version of its HFSS
product, Ansoft HFSS 5.0, through its own sales force and other distributors.
There can be no certainty that the Company will be able to compete successfully
against HP, or that any failure to compete successfully with the introduction of
HP's own HFSS product will not have an adverse impact on the Company's
operations and prospects. The failure of the Company to compete successfully
against current and future competitors would have a material adverse effect on
the Company's business, operating results and financial condition.
History of Losses; Future Operating Results Uncertain. The Company has
incurred net losses in each fiscal year since its founding with the exception of
fiscal 1996. Although the Company is experiencing revenue growth and reported
net income in seven of its last nine fiscal quarters, such growth and
profitability should not be considered to be indicative of future revenue
growth, if any, or of future operating results. There can be no assurance that
the Company's revenue and net income will grow or be sustained in future periods
or that the Company will remain profitable in any future period. Future
operating results will depend on many factors, including the degree and the rate
of growth of the markets in which the Company competes and the accompanying
demand for the Company's products, the level of product and price competition,
the ability of the Company to develop and market new products and to control
costs, the ability of the Company to expand its direct sales force and the
ability of the Company to attract and retain key personnel.
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Potential Fluctuations in Quarterly Results. The Company's quarterly
operating results have varied in the past and may in the future vary
significantly depending on factors such as increased competition, the timing of
new product announcements and changes in pricing policies by the Company or its
competitors, market acceptance of new and enhanced versions of the Company's
products, the size and timing of significant license purchases, the cancellation
of maintenance agreements, the mix of direct and indirect sales, future
acquisitions, changes in operating expenses and changes in general economic
factors. The sales cycle associated with licensing the Company's products is
typically lengthy and subject to a number of significant risks over which the
Company has little or no control, including customers' budgetary constraints and
internal acceptance reviews. Due to the foregoing factors, and particularly the
variability of the size and timing of significant license purchases, quarterly
revenue and operating results are difficult to forecast.
As is common in the software industry, the Company frequently ships
more product in the third month of each quarter than in either of the first two
months of the quarter, and shipments in the third month are higher at the end of
that month. This pattern is likely to continue. The concentration of sales in
the last month of the quarter makes the Company's quarterly financial results
difficult to predict. Also, any failure of sufficient business to materialize or
a disruption in the Company's production or shipping near the end of a quarter
could have a material adverse effect on the Company's business, operating
results and financial condition. In addition, the Company's business has been
seasonal, with revenues in the first fiscal quarter typically lower than those
in the fourth quarter of the preceding fiscal year.
The Company's expense levels are based, in part, on its expectations as
to future revenue levels. If revenue levels are below expectations, it could
have a material adverse effect on the Company's business, operating results and
financial condition. In particular, net income, if any, may be
disproportionately affected by a reduction in revenue because only a small
portion of the Company's expenses varies with revenue.
Limited Trading History of Common Stock; Potential Volatility of Stock
Price. The Company's Common Stock first became publicly traded on April 3, 1996
after the Company's initial public offering at $8.50 per share. The market price
of the Common Stock has and could continue to fluctuate substantially due to a
variety of factors, including quarterly fluctuations in results of operations,
adverse circumstances affecting the introduction or market acceptance of new
products and services offered by the Company, announcements of new products and
services by competitors, changes in the EDA environment, changes in earnings
estimates by analysts, changes in accounting principles, sales of Common Stock
by existing holders, loss of key personnel and other factors. The market price
for the Company's Common Stock may also be affected by the Company's ability to
meet securities or industry analysts' expectations, and any failure to meet such
expectations, even if minor, could have a material adverse effect on the market
price of the Company's Common Stock. In addition, the stock market is subject to
extreme price and volume fluctuations. This volatility has had a significant
effect on the market prices of securities issued by many companies for reasons
unrelated to the operating performance of these companies. In the past,
following periods of volatility in the market price of a company's securities,
securities class action litigation has often been instituted against such a
company. Any such litigation instituted against the Company could result in
substantial costs and a diversion of management's attention and resources, which
could have a material adverse effect on the Company's business, operating
results and financial condition.
Risks Associated with Acquisitions. The Company's strategy includes the
acquisition of businesses, products and technologies that are complementary to
those of the Company. Promising acquisitions are difficult to identify and
complete for a number of reasons, including competition among prospective
buyers. In furtherance of this strategy, in fiscal 1997 and 1998 the Company
acquired three businesses, Compact Software, Inc. ("Compact"), the Electronic
Business Unit (the "EBU") of MacNeal Schwendler Company and Boulder Microwave
Technologies, Inc. ("Boulder"). There can be no assurance that the Company will
be able to complete future acquisitions or that the Company will be able to
successfully integrate these and any future acquired businesses. The failure of
the Company to integrate any acquired businesses could have a material adverse
effect on the Company's business, operating results and financial condition. In
order to finance any future acquisitions, it may be necessary for the Company to
raise additional funds through public or private financings. Any equity or debt
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financing, if available at all, may be on terms which are not favorable to the
Company and, in the case of equity financing, may result in dilution to the
Company's stockholders.
Risks Associated with Company Investments. The Company invested a
portion of the proceeds of its initial public offering in certain long-, medium-
and short-term investment grade, interest-bearing securities. The value of the
Company's investment in such instruments is subject to the normal risks of
interest-bearing investments. Over time, the level of interest rates available
in the market changes. As prevailing rates fall, the prices of bonds and other
securities that trade on a yield basis tend to rise. Conversely, when prevailing
interest rates rise, bond prices generally will fall. Generally, the longer the
maturity of a fixed-income security, the higher its yield and the greater its
price volatility. As a consequence, the value of the bonds and other instruments
held by the Company could fluctuate substantially over time, depending upon
long-term and short-term trends and interest rates.
Dependence on Proprietary Technology. The Company's success is heavily
dependent upon its proprietary software technology. The Company does not
currently have any patents and relies principally on trade secret and copyright
laws and contractual protections to establish and protect its proprietary
rights. However, there can be no assurance that the steps taken by the Company
will prevent misappropriation or infringement of its technology. Moreover, third
parties could independently develop competing technologies that are
substantially equivalent to the Company's technologies. Although the Company
believes that its products and proprietary rights do not infringe patents and
proprietary rights of third parties, there can be no assurance that infringement
claims, regardless of merit, will not be asserted against the Company in the
future or that any such assertion will not result in costly litigation or
require the Company to obtain a license to intellectual property rights of such
third parties. In addition, there can be no assurance that such licenses will be
available on reasonable terms or at all, which could have a material adverse
effect on the Company's business, operating results and financial condition.
Dependence on Key Personnel. The Company's future operating results
depend in large part upon the continued services of its key technical and
management personnel, including Dr. Zoltan J. Cendes, a founder, Chairman of the
Board of Directors and Chief Technology Officer of the Company. The Company does
not have employment contracts with Dr. Cendes or any other executive officer.
The Company also believes that its future success will also depend in large part
on its ability to continue to attract and retain highly-skilled technical,
marketing and management personnel. The competition for such personnel, as well
as for qualified EDA engineers, is intense. There can be no assurance that the
Company will be able to continue to attract and retain the qualified technical
and other personnel necessary for the development of its business. The Company
maintains key-man life insurance with respect to Dr. Cendes in the amount of
$5,000,000.
Rapid Technology Change and Need for New Products. The EDA software
industry is characterized by rapid and continuing advances in products and
technologies. The Company's future success will depend upon its ability to
enhance continually its current products, to develop and introduce new products
that keep pace with technological advancements and changes in computer systems
and design environments and to address the increasingly sophisticated needs of
its customers. However, there can be no assurance that the Company will be
successful in developing and marketing product enhancements or new products that
will adequately meet the requirements of the marketplace. In addition, the
introduction of products embodying new technologies and the emergence of new
industry standards could render the Company's existing products, and products
currently under development, obsolete and unmarketable. From time to time, the
Company and others may announce new products, capabilities or technologies that
have the potential to replace or shorten the life cycle of the Company's
existing product offerings. There can be no assurance that announcements of
currently planned or other new product offerings will not cause customers to
defer purchasing existing Company products.
Use of Distributors and Shift in Distribution Model. A substantial
portion of the Company's license and service revenue results from a limited
number of international distributors. During fiscal 1996, 1997 and for the six
month period ended October 31, 1997, revenue from international distributors
accounted for approximately 19%, 19%, and 21%, respectively, of the Company's
total revenue. In addition, pursuant to the HP Agreement, HP formerly
distributed the Company's HFSS 4.0 product on an exclusive basis. The HP
Agreement has since expired and HP has no right to distribute the Company's HFSS
product. The Company currently sells the latest version of its HFSS product,
Ansoft HFSS 5.0, through its own sales force and other distributors. During
fiscal 1996, 1997
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and for the six month period ended October 31, 997, revenue from the HP
Agreement accounted for approximately 13%, 12% and 6%, respectively, of the
Company's total revenue.
The Company's distributors are not obligated to purchase products from
the Company and may also represent other products. There can be no assurance
that the Company's current international distributors will continue to market,
service and support the Company's products effectively, that they will choose to
continue to license such products or that they will not devote greater resources
to marketing or licensing products of other companies.
The Company has recently shifted its distribution model to the use of
direct sales personnel in Japan and other foreign markets. There can no
assurance that this transition will not result in dislocations or delays in
penetration in these markets or that the recent shift will not result in
start-up costs and other expenses. These expenses may be incurred before a
commensurate level of revenues are generated in these markets. Failure to
generate a requisite level of revenues in light of these expenses could have a
material adverse effect on the Company's business, operating results and
financial condition.
Risks Associated with International Licensing. International license
and service revenue accounted for 33%, 41% and 48% of total product revenue in
fiscal 1996, 1997 and the six month period ended October 31, 1997, respectively.
The Company expects that international license and service revenue will continue
to account for a significant portion of its revenue. The majority of the
Company's international sales are priced in foreign currencies which the Company
does not hedge and as such the Company's revenues and profits from such sales
are subject to fluctuation with variable foreign currency exchange rates.
International licenses involve a number of inherent risks, including
fluctuations in foreign currency exchange rates, variability of foreign economic
conditions, changing restrictions imposed by United States export laws, the
impact of recessionary environments in economies outside the United States,
generally longer receivables collection periods, unexpected changes in and
compliance with regulatory requirements, reduced protection for intellectual
property rights in some countries, tariffs and other trade barriers.
Management of Growth. The Company's business has experienced rapid
growth in recent years which has placed and could continue to place a
significant strain on the Company's managerial and other resources. Revenues
have grown from $3.5 million in fiscal 1993 to $14.2 million in fiscal year
1997, and the number of employees has grown from 69 in April 1996 to 175 as of
December 31, 1997. The Company's ability to manage growth effectively will
require it to continue to improve its operational and financial systems, hire
and train new employees and add additional space, both domestically and
internationally. The Company's success abroad will depend in part on its ability
to manage its foreign operations. There can be no assurance that such efforts
can be accomplished successfully. The failure to manage growth effectively or to
generate sufficient increased revenues necessary to cover any higher costs
resulting from such growth could have a material adverse effect on the Company's
business, operating results and financial condition.
Susceptibility to Changing Economic Factors. The Company is dependent
upon the communications, semiconductor, automotive/industrial, computer,
consumer electronics and defense/aerospace industries. Because these industries
are characterized by technological change, short product life cycles,
fluctuations in manufacturing capacity and pricing and gross margin pressure,
they have from time to time experienced sudden economic downturns. During these
periods, capital spending is commonly curtailed and the number of design
projects often decreases. Since the Company's sales are dependent upon capital
spending trends and new design project in these industries, negative factors
affecting these industries could have a material adverse effect on the Company's
business, operating results and financial condition.
Risk of Product Defects. Complex software products, such as those
offered by the Company, may contain defects, undetected errors or failures when
introduced or when new versions are released. There can be no assurance that,
despite testing by the Company, errors will not be found in new products or
versions after commencement of commercial shipments, resulting in loss of market
share or failure to achieve market acceptance.
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Any such occurrence could have a material adverse effect upon the Company's
business, operating results and financial condition.
Concentration of Stock Ownership. The directors and executive officers
of the Company and their affiliates beneficially own approximately 51% of the
outstanding Common Stock. As a result, these stockholders are able to exercise
control over all matters requiring stockholder approval, including the election
of directors and approval of significant corporate transactions. Such
concentration of ownership may have the effect of delaying, deterring or
preventing a change in control of the Company.
Effect of Certain Charter Provisions, Antitakeover Effects of
Certificate of Incorporation, Bylaws and Delaware Law. The Company's Board of
Directors has the authority to issue up to 1,000,000 shares of Preferred Stock
without any further vote or action by the Company's stockholders. The rights of
the holders of the Common Stock will be subject to, and may be adversely
affected by, the rights of the holders of any Preferred Stock that may be issued
in the future. The issuance of Preferred Stock, while providing desirable
flexibility in connection with certain corporate purposes, could have the effect
of making it more difficult for a third party to acquire a majority of the
outstanding voting stock of the Company. The Company has no current plans to
issue shares of Preferred Stock. Further, certain provisions of the Company's
Certificate of Incorporation and Bylaws and of Delaware law could delay or make
more difficult a merger, tender offer or proxy contest involving the Company.
RECENT DEVELOPMENTS
The Company recently completed a public offering of 2,300,000 shares of
its Common Stock, realizing net proceeds therefrom of $25,540,000.
SELLING STOCKHOLDERS
On April 9, 1997, the Company entered into an stock purchase agreement
with each of Dr. Ulrich L. Rohde and Dr. Meta M. Rohde (jointly referred to
hereinafter as the "Compact Selling Stockholders") pursuant to which the Company
acquired all of the outstanding capital stock of Compact Software, Inc.
("Compact") in exchange for approximately $3,000,000 in cash and 1,272,728
shares of Common Stock. Dr. Ulrich L. Rohde is a member of the Company's board
of directors.
On August 8, 1997, the Company entered into an agreement of merger with
Boulder Microwave Technologies, Inc. ("BMT") pursuant to which BMT merged with
and into the Company. Pursuant to the terms of the agreement of merger, the
stockholders of BMT had the right to elect to receive consideration for their
shares of BMT common stock in the form of cash and/or Ansoft Common Stock. Three
of the former stockholders of BMT, Doris I. Wu, Paul F. Schroeder and Richard C.
Hall (collectively referred to hereinafter as the "Boulder Selling
Stockholders"; the Compact Selling Stockholders and the Boulder Selling
Stockholders are jointly referred to hereinafter as the "Selling Stockholders"),
elected to receive all or part of the consideration due to them in the form of
Ansoft Common Stock.
Pursuant to the terms of two separate registration rights agreements
entered into with the Compact Selling Stockholders and the Boulder Selling
Stockholders at the time of each acquisition, the Company agreed to register the
shares of Ansoft Common Stock issued to the Compact Selling Stockholders and the
Boulder Selling Stockholders upon their demand and to facilitate the sale or
distribution of such shares. As of the date of this Prospectus, the number of
shares of Ansoft Common Stock held of record by each of the individuals
constituting the Compact Selling Stockholders and the Boulder Selling
Stockholders is as follows:
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Name No. of Shares of Common Stock
- ---- -----------------------------
Ulrich L. Rohde (1)................... 1,030,909
Meta M. Rohde (1)..................... 241,819
Doris I. Wu........................... 76,930
Paul F. Schroeder..................... 19,232
Richard C. Hall....................... 12,020
---------
Total................................. 1,380,910
(1) Dr. Ulrich L. Rohde and Dr. Meta M. Rohde share voting and dispositive
power with respect the 1,272,728 shares of Ansoft Common Stock owned by
them in the aggregate.
Following the sale of the shares of Ansoft Common Stock by the Selling
Stockholders, none of the Selling Stockholders will own any shares of the
Company's Common Stock. The Company will not receive any proceeds from the sale
of such shares.
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time by the Selling
Stockholders in reliance on this Prospectus. This Prospectus only constitutes an
offer by the Selling Stockholder who has delivered this Prospectus. Sales may be
made in one or more transactions that may take place in the open market, private
or negotiated transactions, or in a combination of such methods of sale, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. In effecting such sales,
underwriters, brokers or dealers engaged by the Selling Stockholders may arrange
for other underwriters, brokers or dealers to participate. Underwriters, brokers
or dealers may purchase shares as principals for their own accounts and resell
such shares pursuant to this Prospectus. Underwriters, brokers and dealers may
receive commissions or discounts from such Selling Stockholders in amounts to be
negotiated immediately prior to the sale. The Selling Stockholders, any such
underwriters, brokers or dealers and any other participating brokers or dealers
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended (the "Securities Act") in connection with such sales, and any
profits realized or commissions received may be deemed underwriting
compensation.
The Company has agreed to indemnify the Selling Stockholders against
certain liabilities which may be incurred in connection with this offering,
including certain liabilities under the Securities Act and the Exchange Act.
EXPERTS
The consolidated financial statements and the related financial
statement schedule of the Company and its subsidiaries as of April 30, 1997 and
1996, and for each of year in the three year period ended April 30, 1997 that
are incorporated into this Prospectus by reference from the Company's Annual
Report on Form 10-K for the year ended April 30, 1997 have been audited by KPMG
Peat Marwick LLP, independent auditors, as stated in their report, which is
incorporated herein by reference, and has been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
10
<PAGE> 11
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE AFFAIRS OF ANSOFT CORPORATION SINCE THE DATE HEREOF. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
-----------------------------------
1,380,910 SHARES
ANSOFT CORPORATION
COMMON STOCK
($.01 PAR VALUE)
TABLE OF CONTENTS
PAGE
----
AVAILABLE INFORMATION........................ 2
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE .............................. 2
PROSPECTUS SUMMARY........................... 3
RISK FACTORS................................. 5
RECENT DEVELOPMENTS.......................... 9
SELLING STOCKHOLDERS......................... 9
PLAN OF DISTRIBUTION......................... 10
EXPERTS...................................... 10
PROSPECTUS
DATED JUNE 1, 1998
