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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 1998
REGISTRATION NO. 333-__________
============================================================================
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
ANSOFT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 72-1001901
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
Four Station Square, Suite 660, Pittsburgh, Pennsylvania 15219
(Address of Principal Executive Offices) (Zip Code)
ANSOFT CORPORATION 1995 STOCK OPTION PLAN
(Full title of plan)
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)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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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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<S> <C> <C> <C> <C>
Common Stock 850,000 $5.1875 $4,409,375 $1,301
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</TABLE>
(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 last sale price of the
registrant's common stock as reported on the NASDAQ National Market
System on August 3, 1998.
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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
Ansoft Corporation (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, 1998;
(b) The description of the Company's common stock which is
contained in the Company's registration statement on Form
8-A/A filed with the Commission, including any amendment or
report filed for the purpose of updating such description; and
(c) 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 Seven of the Company's Amended and
Restated Certificate of 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
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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 No. Description
4.1 1995 Stock Option Plan
5.1 Opinion of Buchanan Ingersoll Professional Corporation
regarding the legality of the shares of Common Stock of the
Company being registered hereby
23.1 Consent of Buchanan Ingersoll Professional Corporation
23.2 Consent of KPMG Peat Marwick LLP
24.1 Powers of Attorney
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
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(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 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.
(3) 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, 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 August
4, 1998.
ANSOFT CORPORATION
/s/ NICHOLAS CSENDES
-----------------------------
Nicholas Csendes,
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following person in the capacities
and on the date indicated.
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Nicholas Csendes and Anthony L. Ryan, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and revocation, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and any additional Registration
Statements relating to the same offering, filed pursuant to Rule 462 and to file
the same with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully 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 or any of
them, or their substitutes, may lawfully do or cause to be done by virtue
hereof.
August 4, 1998 /s/ ZOLTAN J. CENDES, Ph.D. Director and
--------------------------------- Chairman of the Board
Zoltan J. Cendes, Ph.D.
August 4, 1998 /s/ NICHOLAS CSENDES Director and
--------------------------------- Chief Executive Officer
Nicholas Csendes
August 4, 1998 /s/ THOMAS A.N. MILLER Director
---------------------------------
Thomas A.N. Miller
August 4, 1998 /s/ ULRICH L. ROHDE, Ph.D. Director
---------------------------------
Ulrich L. Rohde, Ph.D.
August 4, 1998 /s/ JOHN N. WHELIHAN Director
---------------------------------
John N. Whelihan
August 4, 1998 /s/ JACOB K. WHITE, Ph.D. Director
---------------------------------
Jacob K. White, Ph.D.
August 4, 1998 /s/ ANTHONY L. RYAN Chief Financial Officer
---------------------------------
Anthony L. Ryan
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Exhibit Index
Exhibit
Number Description
4.1 1995 Stock Option Plan (Incorporated herein by reference
from Registration Statement No. 333-1398.)
5.1* Opinion of Buchanan Ingersoll Professional Corporation
regarding the legality of the shares of Common Stock of the
Company being registered hereby
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 pages
hereof.)
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* Filed herewith.
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Exhibit 5.1
August 4, 1998
Ansoft Corporation
Commerce Court Building
Four Station Square, Suite 660
Pittsburgh, Pennsylvania 15219
Ladies & Gentlemen:
We have acted as counsel to Ansoft Corporation, a Delaware Corporation
(the "Company"), in connection with the registration of 850,000 shares of the
Company's Common Stock, par value $0.01 per share ( the "Securities"), for
issuance and sale to participants in the Company's 1995 Stock Option Plan (the
"Plan").
In connection with the registration of the Securities, we have examined
the Amended and Restated Certificate of Incorporation of the Company, as
amended, the Amended and Restated Bylaws of the Company, the relevant corporate
proceedings of the Company, the Registration Statement on Form S-8 covering the
Securities (hereinafter, the "Registration Statement"), and such other
documents, records, certificates of public officials, statutes and decisions as
we considered necessary to express the opinions contained herein. In the
examination of such documents, we have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals and the
conformity to the original documents of all documents submitted to us as
certified or photostatic copies.
Based on the foregoing, we are of the opinion that when the
Registration Statement shall have been declared effective by order of the United
States Securities and Exchange Commission, and when participants have executed
their options and delivered the purchase price for the Securities acquired by
them upon such exercise, and when certificates representing the Securities have
been duly executed, issued and delivered, the Securities will have been validly
issued, fully-paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
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Exhibit 23.2
The Board of Directors
Ansoft Corporation
We consent to incorporation by reference in the Registration Statement on Form
S-8 of Ansoft Corporation filed this date, of our report dated May 27, 1998,
relating to the consolidated balance sheets of Ansoft Corporation and
subsidiaries as of April 30, 1998 and 1997, and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
years in the three-year period ended April 30, 1998, and all related schedules,
which report appears in the annual report on Form 10-K of Ansoft Corporation for
the fiscal year ended April 30, 1998.
KPMG PEAT MARWICK LLP
Pittsburgh, Pennsylvania
July 29, 1998
