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PROSPECTUS Filed Pursuant to Rule 424(b)(3)
Registration No. 333-39248
388,995 SHARES
ANSOFT CORPORATION
COMMON STOCK
The stockholders of Ansoft Corporation as described under the caption
"Selling Stockholders" on page 6 of this prospectus are offering up to 388,995
shares of our common stock. The selling stockholders acquired these shares in a
privately negotiated transaction. The prices at which the selling stockholders
may sell the shares will be determined by the prevailing market price for the
shares or in negotiated transactions. We will not receive any of the proceeds
from the sale of these shares.
Our shares of common stock are quoted on the Nasdaq National Market under
the symbol "ANST." The reported closing sale price for a single share for our
common stock on July 18, 2000 was $12.50 per share.
YOU SHOULD CAREFULLY REVIEW THE "RISK FACTORS" BEGINNING ON PAGE 2 FOR A
DISCUSSION OF THINGS YOU SHOULD CONSIDER WHEN INVESTING IN OUR COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED THAT
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THE
SELLING STOCKHOLDERS MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION
STATEMENT FILED WITH THE SEC IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO
SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
The date of this Prospectus is July 21, 2000
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TABLE OF CONTENTS
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PAGE
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ANSOFT...................................................... 1
RISK FACTORS................................................ 2
SELLING STOCKHOLDERS........................................ 6
PLAN OF DISTRIBUTION........................................ 7
WHERE YOU CAN FIND MORE INFORMATION......................... 8
USE OF PROCEEDS............................................. 9
LEGAL MATTERS............................................... 9
EXPERTS..................................................... 9
</TABLE>
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ANSOFT
Ansoft is a Delaware corporation with its principal office located at Four
Station Square, Suite 200, Pittsburgh, Pennsylvania 15219, (412) 261-3200. We
develop market and support electronic design automation ("EDA") software based
on fundamental electromagnetic principles. Such software is used by engineers in
the design of high performance electronic devices and systems, such as cellular
phones, communications systems, computer circuit boards and motors. As the
marketplace demands higher levels of system performance and miniaturization, the
need to model accurately the electromagnetic interaction in communications,
computer devices and electromechanical components and systems is becoming
increasingly important, yet traditional EDA tools do not provide accurate
modeling of electromagnetic interaction. By using our software, companies can
more easily predict electromagnetic interaction in such systems and components,
thus reducing time-to-market and simultaneously lowering design and
manufacturing costs. Our products are used by design engineers in a wide range
of industries, particularly the rapidly evolving wireless communications and RF
(radio frequency) markets as well as the semiconductor, computer, automotive and
consumer electronics industries.
Our objective is to become a leading worldwide supplier of EDA software.
Using our proprietary electromagnetic technology as a primary competitive
advantage, we pursue our objective by leveraging our technology leadership;
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 our broad range of product
applications to address emerging customer design requirement.
Our high-frequency (HF) software enables engineers to design wireless
communication systems and components, RF integrated circuits (ICs), antenna and
radar systems and microwave components. Our signal integrity (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. Our Maxwell Eminence
software combines both HF and SI functionality. Our electromechanical software
(EM) enables designers of electromechanical components and systems to optimize
the electrical performance of their designs while increasing manufacturing
yields. Ansoft products are available for Unix-based workstations and personal
computers running Microsoft Windows 95 and Windows NT.
We continually seek to design and develop new technologies, products and
interfaces based on our core electromagnetic expertise. This effort includes
releasing improved versions of its products on a regular basis as well as
developing new products. We assign an interdisciplinary team of personnel from
research and development, software development, documentation, quality
assurance, customer support and marketing to each product development project.
We develop cooperative relationships with major customers with respect to
beta-testing our new products or enhancements and implementing suggestions for
new product features. We also maintain cooperative relationships with the major
hardware vendors on which our products operate. We believe that our team
approach and cooperative relationships allow us to design products that respond
on a timely basis to emerging trends in computing, graphics and networking
technologies.
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RISK FACTORS
Before you invest in Ansoft's common stock, you should be aware that there
are various risks, including those described below. You should consider
carefully these risk factors together with all of the other information included
in this Prospectus before you decide to purchase shares of Ansoft's common
stock.
The statements contained or incorporated by reference in this prospectus
that are not historical facts are "forward-looking statements" and can be
identified by the use of forward-looking terminology such as "believes,"
"expects," "may," "will," "should," "intends," "continue" or "anticipates" or by
similar expressions or the negative thereof or other variations thereon or
comparable terminology, or by discussions of strategy that involve risks and
uncertainties. Certain information set forth or incorporated by reference in
this prospectus, including "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in our Annual Report on Form 10-K for the
year ended April 30, 1999 and in our Forms 10-Q, is forward-looking. Such
forward-looking information involves important risks and uncertainties that
could significantly affect expected results in the future from those expressed
in any forward-looking statements made by, or on behalf of, us. These risks and
uncertainties include, but are not limited to, uncertainties relating to the
competitive nature of the electronic design, automation software market, our
ability to integrate newly acquired businesses, our ability to protect our
proprietary information and our ability to attract and retain key personnel.
Persons reading this prospectus are cautioned that such statements are only
predictions and that actual events or results may differ materially. In
evaluating such statements, readers should specifically consider the various
factors which could cause actual events or results to differ materially from
those indicated by such forward-looking statements.
These statements are based on our beliefs as well as assumptions we made
using information currently available to us. Because these statements reflect
our current views concerning future events, these statements involve certain
risks, uncertainties and assumptions. Actual future results may differ
significantly from the results discussed in the forward-looking statements.
Some, but not all, of the factors that may cause such a difference include those
discussed below.
------------------------
WE MAY BE UNABLE TO SUCCESSFULLY COMPETE IN THE HIGHLY COMPETITIVE ELECTRONIC
DESIGN AUTOMATION ("EDA") SOFTWARE MARKET.
The electronic design automation software market in which Ansoft competes
is intensely competitive and subject to rapid change. 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 Ansoft. These companies
also have established relationships with current and potential customers of
Ansoft. Ansoft's software products currently compete with certain software
offerings from Agilent Corporation. Ansoft also competes directly with certain
major EDA vendors and privately-held companies which also provide competing
products. Ansoft also competes, on a limited basis, with the internal
development groups of its existing and potential customers, many of which 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 Ansoft. Increased competition could result in price
reductions, reduced margins or loss of market share, any of which could
seriously harm Ansoft's business, operating results or financial condition.
Ansoft may be unable to compete successfully against current and future
competitors, and competitive pressures faced by Ansoft could seriously harm
Ansoft's business, operating results and financial condition.
WE HAVE A HISTORY OF LOSSES AND OUR FUTURE OPERATING RESULTS ARE UNCERTAIN.
Ansoft has incurred net losses in each fiscal year since its founding with
the exception of fiscal 1998 and 1996. There can be no assurance that Ansoft's
revenue and net income will grow or be sustained in future periods or that
Ansoft 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 Ansoft competes and the accompanying demand for Ansoft's
products, the level of product and price competition, the ability of
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Ansoft to develop and market new products and to control costs, the ability of
Ansoft to expand its direct sales force and the ability of Ansoft to attract and
retain key personnel.
OUR QUARTERLY OPERATING RESULTS ARE DIFFICULT TO PREDICT.
We are unable to accurately forecast our future revenues primarily because
of the emerging nature of the market in which we compete. Our revenues and
operating results generally depend on the size, timing and structure of
significant licenses. These factors have historically been, and are likely to
continue to be, difficult to forecast. In addition, our current and future
expense levels are based largely on our operating plans and estimates of future
revenues and are, to an extent, fixed. We may be unable to adjust spending
sufficiently quickly to compensate for any unexpected revenue shortfall.
Accordingly, any significant shortfall in revenues in relation to our planned
expenditures would seriously harm our business, financial condition and results
of operations. Such shortfalls in our revenue or operating results from levels
expected by public market analysts and investors could seriously harm the
trading price of our common stock. Additionally, we may not learn of such
revenue shortfalls, earnings shortfalls or other failure to meet market
expectations until late in a fiscal quarter, which could result in an even more
immediate and serious harm to the trading price of our common stock. Our
quarterly operating results have varied, and it is anticipated that our
quarterly operating results will vary, substantially from period to period
depending on various factors, many of which are outside our control. Due to the
foregoing factors, we cannot predict with any significant degree of certainty
our quarterly revenue and operating results. Further, we believe that
period-to-period comparisons of our operating results are not necessarily a
meaningful indication of future performance.
OUR STOCK PRICE IS EXTREMELY VOLATILE.
The trading price of our common stock has fluctuated significantly in the
past, and the trading price of our common stock is likely to be highly volatile
and could be subject to wide fluctuations in price in response to such factors
as:
- Actual or anticipated fluctuations in our operating results;
- Announcements of technological innovations and new products by us or
our competitors;
- New contractual relationships with strategic partners by us or our
competitors;
- Proposed acquisitions by us or our competitors; and
- Financial results that fail to meet public market analyst expectations
of performance.
In addition, the stock market in general, The Nasdaq National Market and
the market for technology companies in particular has experienced extreme price
and volume fluctuations that have often been unrelated or disproportionate to
the operating performance of such companies. These broad market and industry
factors may seriously harm the market price of our common stock in future
periods.
BUSINESSES WE ACQUIRE MAY NOT PERFORM AS PROJECTED.
We have acquired or merged with a number of companies in recent years,
including the acquisitions of: Pacific Numerix Corporation, Compact Software,
Inc., the Electronic Business Unit of MacNeal Schwendler Company and Boulder
Microwave Technologies, and as part of our efforts to increase revenue and
expand our product and services offerings we may acquire additional companies.
In addition to direct costs, acquisitions pose a number of risks, including
potential dilution of earnings per share, delays and other problems of
integrating the acquired products and employees into our business, the failure
to realize expected synergies or cost savings, the failure of acquired products
to achieve projected sales, the drain on management time for acquisition-related
activities, possible adverse effects on customer buying patterns due to
uncertainties resulting from an acquisition, and assumption of unknown
liabilities. The foregoing factors could seriously harm our business, financial
condition and results of operations.
RISKS ASSOCIATED WITH OUR INVESTMENTS.
Ansoft invested a portion of the proceeds of its public offerings in
certain long-, medium- and short-term investment grade, interest-bearing
securities. The value of Ansoft'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
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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 Ansoft could fluctuate substantially over time, depending upon long-term
and short-term trends and interest rates.
WE MAY LOSE COMPETITIVE ADVANTAGES IF OUR PROPRIETARY RIGHTS ARE INADEQUATELY
PROTECTED.
Ansoft's success depends, in part, upon its proprietary technology. We rely
on a combination of patents, trade secrets, copyrights, trademarks and
contractual commitments to protect our proprietary rights in our software
products. We generally enter into confidentiality or license agreements with our
employees, distributors and customers, and limit access to and distribution of
our software, documentation and other proprietary information. Despite these
precautions, a third party may still copy or otherwise obtain and use our
products or technology without authorization, or develop similar technology
independently. In addition, effective patent, copyright and trade secret
protection may be unavailable or limited in certain foreign countries. It is
possible that we may fail to adequately protect our proprietary rights. This
would seriously harm Ansoft's business, operating results and financial
condition.
WE MAY BE UNABLE TO ATTRACT AND RETAIN THE KEY MANAGEMENT AND TECHNICAL
PERSONNEL
THAT WE NEED TO SUCCEED.
Ansoft'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 Ansoft. Ansoft does not have employment contracts with Dr. Cendes or
any other executive officer. Ansoft maintains key-man life insurance with
respect to Dr. Cendes in the amount of $5,000,000. Ansoft's 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. If
Ansoft is unable to attract, hire and retain qualified personnel in the future,
the development of new products and the management of Ansoft's increasingly
complex business would be impaired. This could seriously harm Ansoft's business,
operating results and financial condition.
WE DEPEND ON INTERNATIONAL SALES FOR A SIGNIFICANT PERCENTAGE OF OUR REVENUE.
International revenue, principally from Asian customers, accounted for
approximately 48% and 52% of our total revenue in the years ended April 30, 2000
and 1999, respectively. We expect that international license and service revenue
will continue to account for a significant portion of our total revenue for the
foreseeable future. Our international business activities are subject to a
variety of potential risks, including:
- The impact of recessionary environments in foreign economies;
- Longer receivables collection periods and greater difficulty in
accounts receivable collection;
- Difficulties in staffing and managing foreign operations;
- Political and economic instability;
- Unexpected changes in regulatory requirements;
- Reduced protection of intellectual property rights in some countries;
and
- Tariffs and other trade barriers.
Currency exchange fluctuations in countries in which we license our
products could also seriously harm our business, financial condition and results
of operations by resulting in pricing that is not competitive with products
priced in local currencies. Furthermore, we may not be able to continue to
generally price our products and services internationally in U.S. dollars
because of changing sovereign restrictions on importation and exportation of
foreign currencies as well as other practical considerations. In addition, the
laws of certain countries do not protect our products and intellectual property
rights to the same extent, as do the laws of the United States. Moreover, it is
possible that we may fail to sustain or increase revenue derived from
international licensing and service or that the foregoing factors will seriously
harm our future international
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license and service revenue, and, consequently, seriously harm our business,
financial condition and results of operations.
WE NEED TO SUCCESSFULLY MANAGE OUR EXPANDING OPERATIONS.
Ansoft has experienced rapid growth in recent years which has placed and
could continue to place a significant strain on the its managerial and other
resources. Revenues have grown from $6.2 million in fiscal 1995 to $33.5 million
in fiscal year 2000, and the number of employees has grown from 69 in April 1996
to 230 as of May 31, 2000. Ansoft'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. Ansoft may not be successful in addressing such risks, and the
failure to do so would seriously harm Ansoft's business, financial condition and
results of operations.
WE DEPEND ON THE GROWTH OF THE COMMUNICATIONS SEMICONDUCTOR AND ELECTRONICS
INDUSTRIES.
Ansoft is dependent upon the communications and semiconductor industry and,
more generally, the electronics industry. These industries are characterized by
rapid technological change, short product life cycles, fluctuations in
manufacturing capacity and pricing and gross margin pressures. Segments of these
industries have from time to time experienced significant economic downturns
characterized by decreased product demand, production over-capacity, price
erosion, work slowdowns and layoffs. While these industries have experienced an
extended period of significant economic growth over the past few years, such
economic growth may not continue, and if it does not, any downturn could be
especially severe on Ansoft. During such downturns, the number of new integrated
circuit design projects often decreases. Because acquisitions of new licenses
from Ansoft are largely dependent upon the commencement of new design projects,
any slowdown in these industries could seriously harm Ansoft's business,
financial condition and results of operations.
ERRORS IN OUR SOFTWARE PRODUCTS COULD RESULT IN LOSS OF MARKET SHARE OR
FAILURE TO ACHIEVE MARKET ACCEPTANCE.
Software products as complex as those offered by Ansoft may contain defects
or failures when introduced or when new versions are released. Ansoft has in the
past discovered software defects in certain of its products and may experience
delays or lost revenue to correct such defects in the future. Despite testing by
Ansoft, errors may still be found in new products or releases after commencement
of commercial shipments, resulting in loss of market share or failure to achieve
market acceptance. Any such occurrence could seriously harm Ansoft's business,
financial condition and results of operations.
WE ARE CONTROLLED BY OUR PRINCIPAL STOCKHOLDERS AND MANAGEMENT WHICH MAY LIMIT
YOUR ABILITY TO INFLUENCE STOCKHOLDER MATTERS.
Our executive officers, directors and principal stockholders own
approximately 50.7% of the outstanding shares of Ansoft common stock. As a
result, they have the ability to effectively control us and direct our affairs,
including the election of directors and approval of significant corporate
transactions. This concentration of ownership also may have the effect of
delaying, deferring or preventing a change in control of our company and may
make some transactions more difficult or impossible without the support of these
stockholders. The interests of these stockholders may conflict with those of
other stockholders.
ANTI-TAKEOVER PROVISIONS IN ANSOFT'S CERTIFICATE OF INCORPORATION, BYLAWS,
AND UNDER DELAWARE LAW COULD PREVENT AN ACQUISITION OF ANSOFT.
We have adopted a number of provisions that could have anti-takeover
effects. The Board of Directors has the authority to issue up to 1,000,000
shares of Preferred Stock without any further vote or action by Ansoft's
stockholders. This and other provisions of Ansoft's Certificate of
Incorporation, Bylaws and Delaware Law may have the effect of deterring hostile
takeovers or delaying or preventing changes in control or management, including
transactions in which the stockholders of Ansoft might otherwise receive a
premium for their shares over then current market prices.
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SELLING STOCKHOLDERS
On April 28, 1999, we entered into a stock purchase agreement with certain
stockholders of Pacific Numerix Corporation ("PNC") pursuant to which we
purchased approximately 75% of the issued and outstanding capital stock of PNC.
Pursuant to the terms of the stock purchase agreement, the stockholders of PNC
selling their equity interest in Pacific Numerix pursuant to the stock purchase
agreement received Ansoft common stock in consideration for their shares of PNC
capital stock.
Pursuant to the terms of a registration rights agreements entered into with
the PNC stockholders selling their shares to Ansoft at the time of the
acquisition, Ansoft agreed to register the shares of Ansoft common stock issued
to those former PNC stockholders upon their demand, in order to facilitate the
sale or distribution of such shares. Registration of these shares does not
necessarily mean that the selling stockholders will sell all or any of the
shares. None of the selling stockholders listed below have held any positions or
office or had any material relationship with us or our predecessors or
affiliates during the past three years. As of the date of this prospectus, the
number of shares of Ansoft common stock held by each of the stockholders is as
listed below:
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SHARES
OWNED PRIOR SHARES
SELLING STOCKHOLDER TO OFFERING* OFFERED
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ABARTA, INC. 11,544 11,544
Abarta, Inc., Master Trust 42,715 42,715
Adams Foundation, Inc. 5,541 5,541
Bitzer, John, Jr., 8,312 8,312
Revocable Trust
Bitzer, Mary, 9,235 9,235
Revocable Trust
Bitzer Family Trust 6,926 6,926
Bolton, L.R. 1,154 1,154
Brown, Donald and Sharon 1,847 1,847
Burke Family Revocable 1,577 1,577
(A. Davis)
Calhoun, Phillip 19,586 19,586
Collins, John 3,404 3,404
Collins, Patrick F. 19,011 19,011
Crabtree 1988 8,243 8,243
Irrevocable Trust
Cracchiolo, Daniel 1,385 1,385
Dastyck Family Trust 3,940 3,940
Deeming, William Trust 3,001 3,001
Eigen, Eleanor and Mickey 1,404 1,404
Fonteyne, Lorne 6,457 6,457
Fountainhead Foundation 5,541 5,541
Fountainhead Partnership 13,622 13,622
Grant, Pamela 1,385 1,385
Griffin, Daniel 3,000 3,000
Hartwright, Leif 1,729 1,729
Hayden Living Trust 13,853 13,853
Hayden, Stanley 6,926 6,926
</TABLE>
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<TABLE>
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SHARES
OWNED PRIOR SHARES
SELLING STOCKHOLDER TO OFFERING* OFFERED
------------------- ------------ -------
<S> <C> <C>
Hodkins, William B. 3,547 3,547
M. William and Susan Isbell Trust 1,154 1,154
Jacaranda Partners 28,672 28,672
Kim, Sungmin 2,222 2,222
May, John and Janet M. 1,523 1,523
McMillen, June and David 14,148 14,148
Ray, James 11,544 11,544
Rimsky, Joseph 1,939 1,939
RNB Corporation 2,308 2,308
Rothrock, Robert 2,565 2,565
Taylor, Nancy 5,078 5,078
Tofel, Richard and Shirley 2,770 2,770
Ulrich, Donald, Jr. 6,936 6,936
Vernon, Franklin and June 3,232 3,232
Family Trust
Wang, Paul 4,617 4,617
All other stockholders 97,131 97,131
</TABLE>
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* Each is less than 1% of issued and outstanding common stock of Ansoft
Following the sale of the shares of Ansoft common stock by the selling
stockholders and assuming that all of the shares listed above are sold pursuant
to the offering and no additional shares are purchased by the selling
stockholders prior to the completion of the offering, none of the selling
stockholders will own any shares of Ansoft common stock.
PLAN OF DISTRIBUTION
The shares of common stock being offered by the selling stockholders or
anyone to whom they legally transfer such stock may be sold from time to time in
one or more transactions. Alternatively, the selling stockholders may from time
to time offer the shares through underwriters, dealers or agents who may receive
compensation in the form of underwriting discounts, concessions or commissions
from the selling stockholders and/or the purchasers of the shares for whom they
may act as agents.
The shares being offered by the selling stockholder(s) may be sold on the
Nasdaq National Market or the over-the-counter market or otherwise at prices and
on terms then prevailing or at prices related to the then-current market price,
or in negotiated transactions. Such prices will be determined by the selling
stockholder or by agreement between the selling stockholder and underwriters or
dealers.
The shares sold pursuant to this prospectus may be sold in or by:
- a block trade in which the broker or dealer so engaged will attempt to
sell the shares as agent, but may position and resell a portion of the
block as principal to facilitate the transaction,
- purchases by a broker or dealer as principal and subsequent resale by
such broker or dealer for its account pursuant to this prospectus,
- an exchange distribution in accordance with the rules of such
exchange,
- ordinary brokerage transactions and transactions in which the broker
solicits purchases, and
- privately negotiated transactions.
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In effecting sales, brokers or dealers engaged by the selling stockholders
may arrange for other brokers or dealers to participate. A selling stockholder
also may, from time to time with our consent, authorize underwriters acting as
his agent to offer and sell his shares upon such terms and conditions as shall
be set forth in any prospectus supplement. Underwriters, brokers or dealers will
receive commissions or discounts from a selling stockholder in amounts to be
negotiated. 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 in connection with such sales and any discounts and
commissions received by them, and any profit realized by them on the resale of
the shares may be deemed to be underwriting discounts and commissions under the
Securities Act.
In connection with distributions of the shares or otherwise, the selling
stockholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the shares registered hereunder in the course of hedging the positions they
assume with the selling stockholders. The selling stockholder may also sell
shares short and deliver the shares to close out such short positions. The
selling stockholder may also enter into option or other transactions with
broker-dealers which require the delivery to the broker-dealer of the shares
registered hereunder, which the broker-dealer may resell pursuant to this
prospectus.
The selling stockholder may also pledge the shares registered hereunder to
a broker or dealer and upon a default, the broker or dealer may effect sales of
the pledged shares pursuant to this prospectus.
Any dealer or broker participating in any distribution of the shares may be
required to deliver a copy of this prospectus, including the prospectus
supplement, if any, to any person who purchases any of the shares from or
through such dealer or broker.
In order to comply with certain state securities laws, if applicable, the
shares will be sold in such jurisdictions only through registered or licensed
brokers or dealers. In certain states, the shares may not be sold unless they
have been registered or qualified for sale in such state or an exemption from
registration or qualification is available and is complied with.
Under applicable rules and regulations under the Exchange Act of 1934, any
person engaged in a distribution of the shares may not simultaneously engage in
market-making activities with respect to such shares, except in accordance with
applicable laws. The selling stockholders and any other persons participating in
the sale or distribution of the shares of common stock will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder which may limit the timing of purchases and sales of those persons.
The foregoing may affect the marketability of the shares.
Pursuant to a registration rights agreement between Ansoft and the selling
stockholders, we have agreed to pay all the fees and expenses incident to the
registration of the shares and the reasonable fees and expenses, not to exceed
$15,000, of counsel representing the selling stockholders. In addition, we have
agreed to maintain the effectiveness of the registration statement until the
earlier of (i) such time as all of the shares registered hereunder have been
sold pursuant to this prospectus or to any prospectus supplement or (ii) the
first anniversary of the effectiveness of this registration statement. We have
also agreed to indemnify the selling stockholders against certain liabilities,
including liabilities under the Securities Act. In addition, the selling
stockholders have agreed to indemnify us against certain liabilities, including
liabilities under the Securities Act.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Commission. You may read and copy any reports, statements
or other information filed by us at the Commission's public reference room at
450 Fifth Street, N.W., Washington, D.C., 20549, or at any of the Commission's
other public reference rooms in New York, New York and Chicago, Illinois. Please
call the Commission at 1-800-SEC-0330 for further information on the public
reference rooms. Our Commission filings are also available to the public from
commercial document retrieval services and at the web site maintained by the
Commission at http://www.sec.gov.
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The Commission allows us to "incorporate by reference" information into
this registration statement, which means important information may be disclosed
to you by referring you to another document filed separately with the
Commission. The information of Ansoft incorporated by reference is deemed to be
part of this prospectus, except for information superseded by information in (or
incorporated by reference in) this registration statement. This registration
statement incorporates by reference the documents set forth below that have been
previously filed with the Commission. The following documents contain important
information about Ansoft and its finances and are hereby incorporated by
reference:
1. Ansoft's Annual Report on Form 10-K for the year ended April 30,
1999;
2. Ansoft's Quarterly Reports on Form 10-Q for the quarters ended July
31, 1999, October 31, 1999 and January 31, 2000.
3. The description of Ansoft's common stock set forth in its
Registration Statement on Form 8-A, filed with the Commission pursuant to
Section 12(g) of the Exchange Act.
4. All other reports and other documents filed by us since December
31, 1999 pursuant to Section 13(a), (c), 14 or 15(d) of the Exchange Act.
Ansoft is also incorporating by reference additional documents that it
files with the Commission pursuant to be Exchange Act between the date of this
registration statement and the date of the effectiveness of this registration
statement.
If you are a stockholder of Ansoft you may have been sent some of the
documents incorporated by reference, but you can obtain any of them through
Ansoft or the Commission. Documents incorporated by reference are available from
Ansoft without charge excluding any exhibits which are not specifically
incorporated by reference as exhibits in this registration statement. You may
obtain documents incorporated by reference in this registration statement by
requesting them in writing or by telephone from the appropriate party at the
following address:
Ansoft Corporation
Four Station Square, Suite 200
Pittsburgh, Pennsylvania 15219
Attention: Anthony Ryan
(412) 261-3200
You should only rely on the information contained or incorporated by
reference in this prospectus. We have authorized no one to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information in this prospectus or any prospectus supplement is accurate as of
any date other than the date on the front of the document.
USE OF PROCEEDS
We will not receive any proceeds from the sale of common stock by the
selling stockholders.
LEGAL MATTERS
The validity of the Shares will be passed upon for us by Buchanan Ingersoll
Professional Corporation, Pittsburgh, Pennsylvania.
EXPERTS
The consolidated financial statements and schedule of Ansoft Corporation as
of April 30, 1999 and 1998 and for each of the three years in the three-year
period ended April 30, 1999, have been incorporated by reference herein and in
this registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
-9-
<PAGE> 12
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388,995 SHARES
ANSOFT
CORPORATION
COMMON STOCK
------------------------
PROSPECTUS
------------------------
JULY 21, 2000
We have not authorized any dealer, salesperson or other person to give any
information or represent anything contained in this prospectus. You must not
rely on any unauthorized information. This prospectus does not offer to sell nor
does it solicit to buy any shares of Ansoft common stock in any jurisdiction
where it is unlawful.
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