UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of Earliest Event Reported): June 4, 2008
__________________
ANSYS,
INC.
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
0-20853
(Commission
File Number)
|
04-3219960
(I.R.S.
Employer
Identification
No.)
|
|
275
Technology Drive, Canonsburg, PA
(Address
of Principal Executive Offices)
|
15317
(Zip
Code)
|
(Registrant’s
Telephone Number, Including Area Code) (724) 746-3304
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
S
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01. Other
Events.
On June 4,
2008, ANSYS, Inc. (the “Company”) issued a press release announcing that as a
result of the Securities and Exchange Commission’s continuing review of the
Registration Statement on Form S-4, it currently expects to close the
acquisition of Ansoft Corporation in the third quarter of 2008. A copy of this
press release is attached hereto as Exhibit 99.1.
Additional
Information about the Merger and Where to Find It
In connection
with the merger, the Company filed with the SEC a registration statement on Form
S-4 (Registration No. 333-150435), which includes a preliminary
prospectus/proxy statement of the Company and Ansoft and other relevant
materials in connection with the proposed transactions. This material is not a
substitute for the prospectus/proxy statement regarding the proposed
transactions. Investors and security holders of the Company and Ansoft are urged
to read the preliminary prospectus/proxy statement and the other relevant
material and the final prospectus/proxy statement and the other relevant
material when they become available because they contain important information
about the Company, Ansoft and the proposed transaction. The prospectus/proxy
statement and other relevant materials, and any and all documents filed by the
Company or Ansoft with the SEC, may be obtained free of charge at the SEC’s web
site at www.sec.gov. In addition, investors and security holders may obtain free
copies of the documents filed with the SEC by the Company by directing a written
request to ANSYS, Inc., Southpointe, 275 Technology Drive, Canonsburg,
Pennsylvania 15317, Attention: Investor Relations. Investors and security
holders may obtain free copies of the documents filed with the SEC by Ansoft by
directing a written request to Ansoft Corporation, 225 West Station Square
Drive, Suite 200, Pittsburgh, PA 15219, Attention: Investor Relations. INVESTORS
AND SECURITY HOLDERS ARE URGED TO READ THE PROSPECTUS/PROXY STATEMENT AND THE
OTHER RELEVANT MATERIALS BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE PROPOSED TRANSACTIONS.
This
communication shall not constitute an offer to sell or the solicitation of an
offer to sell or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction. No offering of securities shall
be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended.
Participants
in the Solicitation
The Company,
Ansoft and their respective executive officers, directors and trustees may be
deemed to be participants in the solicitation of proxies from the security
holders of Ansoft in connection with the merger. Information about the executive
officers and directors of the Company and their ownership of Company common
stock is set forth in the proxy statement for the Company’s 2008 Annual Meeting
of Stockholders, which was filed with the SEC on April 3, 2008. Information
about the executive officers and directors of Ansoft and their ownership of
Ansoft common stock is set forth in the proxy statement for Ansoft’s 2007 Annual
Meeting of Stockholders, which was filed with the SEC on July 26, 2007.
Investors and security holders may obtain additional information regarding the
direct and indirect interests of the Company, Ansoft and their respective
executive officers, directors and trustees in the merger by reading the
prospectus/proxy statement referred to above.
Forward
Looking Information
Certain
statements contained in the press release regarding matters that are not
historical facts, including statements regarding the proposed timing of the
closing of the acquisition, are “forward-looking” statements (as defined in the
Private Securities Litigation Reform Act of 1995). Because such statements are
subject to risks and uncertainties, actual results may differ materially from
those expressed or implied by such forward-looking statements. All
forward-looking statements in this press release are subject to risks and
uncertainties. These include the risk that the acquisition of Ansoft may not be
consummated, the risk that the business of the Company and Ansoft may not be
combined successfully or such combination may take longer or cost more to
accomplish than expected, the risk that the pricing of the senior credit
facility will be less favorable than the Company anticipates, and the risk that
operating costs, customer loss and business disruption following the acquisition
of Ansoft may be greater than expected. Additional risks include the risk of a
general economic downturn in one or more of the combined company’s primary
geographic regions, the risk that the assumptions underlying the Company’s
anticipated revenues and expenditures will change or prove inaccurate, the risk
that the Company has overestimated its ability to maintain growth and
profitability and control costs, uncertainties regarding the demand for the
combined company’s products and services in future periods, the risk that the
Company has overestimated the strength of the demand among its customers for its
products, risks of problems arising from customer contract cancellations,
uncertainties regarding customer acceptance of new products, the risk that the
combined company’s operating results will be adversely affected by possible
delays in developing, completing, or shipping new or enhanced products, risks
that enhancements to the combined company’s products may not produce anticipated
sales, uncertainties regarding fluctuations in quarterly results, including
uncertainties regarding the timing of orders from significant customers, and
other factors that are detailed from time to time in reports filed by the
Company and Ansoft with the Securities and Exchange Commission, including the
Annual Reports on Form 10-K, the quarterly reports on Form 10-Q, current reports
on Form 8-K and other documents the Company and Ansoft have filed. The Company
and Ansoft undertake no obligation to publicly update or revise any
forward-looking statements, whether changes occur as a result of new information
or future events after the date they were made.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1
– Press Release, dated June 4, 2008.
SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
ANSYS,
INC.
Date: June
4,
2008 By: /s/ Sheila
DiNardo
Name: Sheila
DiNardo
Title: Vice
President, General Counsel and Secretary
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
99.1
|
Press
Release, dated June 4,
2008.
|