<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 2000.
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
ANSOFT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 72-1001909
------------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or Identification No.)
organization)
FOUR STATION SQUARE, SUITE 200
PITTSBURGH, PENNSYLVANIA 15219
(412) 261-3200
-----------------------------------------------------------------
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
NICHOLAS CSENDES
CHIEF EXECUTIVE OFFICER
ANSOFT CORPORATION
FOUR STATION SQUARE, SUITE 200
PITTSBURGH, PENNSYLVANIA 15219
(412) 261-3200
---------------------------------------------------------
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
RONALD W. SCHULER, ESQ.
BUCHANAN INGERSOLL PROFESSIONAL CORPORATION
ONE OXFORD CENTRE, 301 GRANT STREET, 20TH FLOOR
PITTSBURGH, PENNSYLVANIA 15219-1410
412-562-8800
FAX 412-562-1041
Approximate date of commencement of proposed sale to the public: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
PROPOSED MAXIMUM PROPOSED AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE (2) OFFERING PRICE (2) FEE (2)
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 388,995 $8.625 $3,355,082 $885.74
$.01 per share
========================================================================================================
</TABLE>
(1) Represent shares to be sold by the selling stockholders named in this
registration statement. Also includes an indeterminate number of shares
that the selling stockholders may acquire as a result of a stock split,
stock dividend or similar transaction involving the common stock.
(2) Estimated solely for purposes of calculation of the registration fee.
Calculated in accordance with Rule 457(c) under the Securities Act of
1933 on the basis of high and low sale prices of the Registrant's
Common Stock on the Nasdaq National Market on June 12, 2000.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
<PAGE> 2
PROSPECTUS
SUBJECT TO COMPLETION, DATED JUNE 14, 2000
388,995 Shares
ANSOFT CORPORATION
Common Stock
The stockholders of Ansoft Corporation as described under the caption
"Selling Stockholders" on page 8 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 June 12, 2000 was $8.625 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 June 14, 2000
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
ANSOFT...........................................................1
RISK FACTORS.....................................................2
SELLING STOCKHOLDERS.............................................8
PLAN OF DISTRIBUTION............................................10
WHERE YOU CAN FIND MORE INFORMATION.............................12
USE OF PROCEEDS.................................................13
LEGAL MATTERS...................................................13
EXPERTS.........................................................13
</TABLE>
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<PAGE> 4
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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<PAGE> 5
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
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<PAGE> 6
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 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:
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<PAGE> 7
- 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 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
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<PAGE> 8
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
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<PAGE> 9
harm our future international 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.
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<PAGE> 10
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:
<TABLE>
<CAPTION>
SHARES
OWNED PRIOR SHARES
SELLING STOCKHOLDER TO OFFERING* OFFERED
------------------- ------------ -------
<S> <C> <C>
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
</TABLE>
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<TABLE>
<CAPTION>
SHARES
OWNED PRIOR SHARES
SELLING STOCKHOLDER TO OFFERING OFFERED
------------------- ----------- -------
<S> <C> <C>
Collins, Patrick F. 19,011 19,011
Crabtree 1988 8,243 8,243
Irrevocable Trust
Cracchiolo, Daniel 1,385 1,385
Dastyck Family 3,940 3,940
Trust
Deeming, William 3,001 3,001
Trust
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
Hodkins, William B. 3,547 3,547
M. William and Susan 1,154 1,154
Isbell Trust
Jacaranda Partners 28,672 28,672
Kim, Sungmin 2,222 2,222
May, John and Janet M. 1,523 1,523
</TABLE>
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<TABLE>
<CAPTION>
SHARES
OWNED PRIOR SHARES
SELLING STOCKHOLDER TO OFFERING OFFERED
------------------- ----------- -------
<S> <C> <C>
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>
* 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:
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<PAGE> 14
- 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.
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.
-11-
<PAGE> 15
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.
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
-12-
<PAGE> 16
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.
-13-
<PAGE> 17
=============================================================
388,995 SHARES
ANSOFT
CORPORATION
COMMON STOCK
---------------
PROSPECTUS
---------------
June 14, 2000
=============================================================
<PAGE> 18
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses of this offering in connection with the
distribution of the Common Stock being registered hereby, all of which are to be
borne by the Registrant, are as follows:
<TABLE>
<CAPTION>
<S> <C>
SEC registration fee.................................. $886
Legal and Accounting fees and expenses................ $9,500
Printing.............................................. $750
Miscellaneous......................................... $1,000
Total................................................. $12,136
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation provides, in part, that the
Company shall indemnify its directors, officers, employees and agents to the
fullest extent permitted by law.
The Delaware General Corporation Law ("DGCL"), the law of the Company's
incorporation, permits Delaware corporations to indemnify their directors and
officers against all reasonable expenses incurred in the defense of any lawsuit
to which they are made parties by reason of being directors or officers, in
cases of successful defense, and against expenses in other cases, subject to
specified conditions and exclusions. Such indemnification is not exclusive of
any other rights to which those indemnified may be entitled under any by-law,
agreement, vote of stockholders, or otherwise.
Pursuant to the DGCL, the Company's Certificate of Incorporation
contains a provision eliminating the personal liability of a director to a
corporation or its stockholders for monetary damages for breach of, or failure
to perform, any duty resulting solely from his status as a director, except with
respect to (i) any breach of the director's duty of loyalty to the Corporation,
(ii) for acts or omissions not in good faith which involve intentional
misconduct or a knowing violation of the law, (iii) under Section 174 of the
DGCL, or (iv) for any transaction from which the director derived an improper
personal benefit.
The Company maintains directors' and officers' and corporate liability
insurance for each of the Company's directors and officers with an aggregate
coverage of up to $3.0 million for losses, including costs of defense, arising
from securities claims and certain other claims.
II-1
<PAGE> 19
\
ITEM 16. EXHIBITS
The following is a complete list of Exhibits filed as part of this
Registration Statement.
<TABLE>
<CAPTION>
EXHIBIT NO. REFERENCE PAGE
----------- --------- ----
<S> <C> <C> <C>
5.01 Opinion of Buchanan Ingersoll Professional Corporation. Filed herewith E-1
23.01 Consent of KPMG LLP Filed herewith E-2
23.02 Consent of Buchanan Ingersoll Professional Corporation
(included in its opinion).
24.01 Power of Attorney (included on signature page). Filed herewith
</TABLE>
ITEM 17. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or
events which, individually or together,
represent a fundamental change in the
information in the Registration Statement
(or the most recent post-effective amendment
thereof); and
(iii) To include in such prospectus any additional
or changed material information on the plan
of distribution contained in this
Registration Statement.
(2) 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 therein,
and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
(3) To file a post-effective amendment to remove from
registration any of the securities being registered
which remain unsold at the termination of the
offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report
II-2
<PAGE> 20
pursuant to section 13(a) or section 15(d) of the Securities 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Securities Act 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 success 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 and will be governed by the final adjudication of such issue.
II-3
<PAGE> 21
SIGNATURES
Pursuant to he requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Pittsburgh on
June 14, 2000.
ANSOFT CORPORATION
By: /s/ NICHOLAS CSENDES
-----------------------
Nicholas Csendes
CHIEF EXECUTIVE OFFICER
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes, and appoints Nicholas Csendes and Anthony L. Ryan -
each of them, his true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendment) to this registration statement and to file the same with all exhibits
thereto, and all 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 or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof. This power of
attorney may be executed in counterparts.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON JUNE 14, 2000:
<TABLE>
<CAPTION>
<S> <C>
------------------------------------------------------------ ---------------------------------------------------------
Director and President and Chief Executive Officer
(Principal Executive Officer)
/s/ NICHOLAS CSENDES
------------------------------------------
Nicholas Csendes
------------------------------------------------------------ ---------------------------------------------------------
Director and Chief Technology Officer and Chairman of
the Board of Directors
/s/ ZOLTAN J. CENDES
------------------------------------------
Zoltan J. Cendes
------------------------------------------------------------ ---------------------------------------------------------
Director
/s/ THOMAS A.N. MILLER
------------------------------------------
Thomas A.N. Miller
------------------------------------------------------------ ---------------------------------------------------------
</TABLE>
II-4
<PAGE> 22
<TABLE>
<CAPTION>
<S> <C>
------------------------------------------------------------ ---------------------------------------------------------
Director
/s/ ULRICH L. ROHDE
------------------------------------------
Ulrich L. Rohde
------------------------------------------------------------ ---------------------------------------------------------
Director
/s/ JOHN N. WELIHAN
------------------------------------------
John N. Welihan
------------------------------------------------------------ ---------------------------------------------------------
Director
/s/ JACOB WHITE
------------------------------------------
Jacob White
------------------------------------------------------------ ---------------------------------------------------------
Chief Financial Officer (Principal Financial and
Accounting Officer)
/s/ ANTHONY L. RYAN
------------------------------------------
Anthony L. Ryan
------------------------------------------------------------ ---------------------------------------------------------
</TABLE>
II-5
<PAGE> 23
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. REFERENCE PAGE
----------- --------- ----
<S> <C> <C> <C>
5.01 Opinion of Buchanan Ingersoll Professional Corporation Filed herewith E-1
23.01 Consent of KPMG LLP Filed herewith E-2
23.02 Consent of Buchanan Ingersoll Professional Corporation
(included in its opinion in Exhibit 5.01)
24.01 Power of Attorney (included on signature page) Filed herewith
</TABLE>
