ANSOFT CORP
SC 13G/A, 1999-02-12
PREPACKAGED SOFTWARE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G


                    Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*


                               Ansoft Corporation
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, Par Value $.01 per share
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                   036384 10 5
- --------------------------------------------------------------------------------
                                 (CUSIP Number)




* The remainder of this cover page shall be filled out for a reporting person's
initial filing of this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).





<PAGE>   2










- --------------------------------------------------------------------------------
1        NAMES OF REPORTING PERSONS
         I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

         NICHOLAS CSENDES
- --------------------------------------------------------------------------------
2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP             (a)  [   ]
                                                                      (b)  [ X ]
- --------------------------------------------------------------------------------
3        SEC USE ONLY
- --------------------------------------------------------------------------------
4        CITIZENSHIP OR PLACE OF ORGANIZATION

         UNITED STATES
- --------------------------------------------------------------------------------
                           5     SOLE VOTING POWER

                                 1,707,003
                           -----------------------------------------------------
                           6     SHARES VOTING POWER
    NUMBER OF SHARES
      BENEFICIALLY               0
                           -----------------------------------------------------
 OWNED BY EACH REPORTING   7     SOLE DISPOSITIVE POWER
       PERSON WITH
                                 1,707,003
                           -----------------------------------------------------
                           8     SHARED DISPOSITIVE POWER

                                 0
- --------------------------------------------------------------------------------
9        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

         1,707,003
- --------------------------------------------------------------------------------
10       CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES             [   ]
         CERTAIN SHARES*
- --------------------------------------------------------------------------------
11       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

         14.81%
- --------------------------------------------------------------------------------
12       TYPE OF REPORTING PERSON

         IN
- --------------------------------------------------------------------------------

                      *SEE INSTRUCTIONS BEFORE FILLING OUT


                                      -2-
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ITEM 1.
          (a)  NAME OF ISSUER

               Ansoft Corporation

          (b)  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

               Four Station Square, Suite 660
               Pittsburgh, PA  15219

ITEM 2.
          (a)  NAME OF PERSON FILING

               Nicholas Csendes

          (b)  ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

               Four Station Square, Suite 660
               Pittsburgh, PA  15219

          (c)  CITIZENSHIP

               Canada

          (d)  TITLE OF CLASS OF SECURITIES
               Common Stock


          (e)  CUSIP NUMBER

               036384 10 5

ITEM 3.        IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b), OR 
               13d-2(b), CHECK WHETHER THE PERSON FILING IS A:

          (a) [ ] Broker or Dealer registered under Section 15 of the Act 

          (b) [ ] Bank as defined in section 3(a)(6) of the Act 

          (c) [ ] Insurance Company as defined in section 3(a)(19) of the Act 

          (d) [ ] Investment Company registered under section 8 of the 
                  Investment Company Act

          (e) [ ] Investment Advisor registered under section 203 of the 
                  Investment Advisers Act of 1940

          (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the 
                  provisions of the Employee Retirement Income Security 
                  Act of 1974 or Endowment Fund; see Section 240.13d-1(b)(1)
                  (ii)(F)

          (g) [ ] Parent Holding Company, in accordance with Section 240.13d-1
                  (b)(ii)(G) (Note: See Item 7)

                                      -3-
<PAGE>   4


          (h) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(H)
                  Not applicable.

ITEM 4.        OWNERSHIP.

               If the percent of the class owned, as of December 31 of the
               year covered by the statement, or as of the last day of any
               month described in Rule 13d-1(b)(2), if applicable, exceeds
               five percent, provide the following information as of that
               date and identify those shares which there is a right to
               acquire.

          (a)  AMOUNT BENEFICIALLY OWNED

               The reporting person directly owns 1,707,003 shares of Class A
               Common Stock. Such number excludes 116,000 shares held by
               trusts for the benefit of certain family members of the
               reporting person with respect to which trusts the reporting
               person is not a trustee and disclaims any beneficial
               ownership.

          (b)  PERCENT OF CLASS

               14.81%

          (c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:


              (i)      SOLE POWER TO VOTE OR TO DIRECT THE VOTE
                       1,707,003

              (ii)     SHARED POWER TO VOTE OR TO DIRECT THE VOTE
                       0

              (iii)    SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF

                       1,707,003

              (iv)     SHARES POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF
                       0

ITEM 5.       OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

              If this statement is being filed to report the fact that as of
              the date hereof the reporting person has ceased to be the
              beneficial owner of more than five percent of the class of
              securities, check the following:  [ ]

ITEM 6.       OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

              If any other person is known to have the right to receive or
              the power to direct the receipt of dividends from, or the
              proceeds from the sale of, such securities, a statement to
              that effect should be included in response to this item and,
              if such 

                                      -4-
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              interest relates to more than five percent of the class, such
              person should be identified. A listing of the shareholders of an
              investment company registered under the Investment Company Act of
              1940 or the beneficiaries of employee benefits plan, pension fund
              or endowment fund is not required. Not applicable.

ITEM 7.       IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
              ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
              COMPANY. 

              If a parent holding company has filed this schedule, pursuant to
              Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an
              exhibit stating the identity and the Item 3 classification of the
              relevant subsidiary. If a parent holding company has filed this
              schedule pursuant to Rule 13d-1(c), attach an exhibit stating the
              identification of the relevant subsidiary. 
                         
                       Not applicable.

ITEM 8.       IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

              If a group has filed this schedule pursuant to Rule
              13d-1(b)(ii)(H), so indicate under Item 3(h) and attach an
              exhibit stating the identity and Item 3 classification of each
              member of the group. If a group has filed this schedule
              pursuant to Rule 13d-1(c), attach an exhibit stating the
              identity of each member of the group.

                       Not applicable.

ITEM 9.       NOTICE OF DISSOLUTION OF GROUP.

              Notice of dissolution of a group may be furnished as an
              exhibit stating the date of the dissolution and that all
              further filings with respect to transactions in the security
              reported on will be filed, if required, by members of the
              group, in their individual capacity. See Item 5.
              
                       Not applicable.

ITEM 10.      CERTIFICATION.

              The following certificate shall be included if the statement is
              filed pursuant to Rule 13d-1(b):


              BY SIGNING BELOW, I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE AND
              BELIEF, THE SECURITIES REFERRED TO ABOVE WERE ACQUIRED IN THE
              ORDINARY COURSE OF BUSINESS AND WERE NOT ACQUIRED FOR THE PURPOSE
              OF AND DO NOT HAVE THE EFFECT OF CHANGING OR INFLUENCING THE
              CONTROL OF THE ISSUER OF SUCH SECURITIES AND WERE NOT ACQUIRED IN
              CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION HAVING
              SUCH PURPOSES OR EFFECT.


                                      -5-
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                                    SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.



        February 9, 1999                      /s/ Nicholas Csendes
- --------------------------------              ---------------------------------
             Date                                            Signature

                                                          Nicholas Csendes
                                                     --------------------------
                                                             Name/Title



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