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
23, 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:
[x]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other
Events.
ANSYS,
Inc. and Ansoft Corporation today announced that the Securities and Exchange
Commission has concluded its review of the Registration Statement on Form S-4 in
connection with ANSYS’ acquisition of Ansoft. An amended Form S-4 was
filed and became effective on June 20, 2008. A special meeting of the
Ansoft stockholders to approve the transaction has been set for July 23,
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, ANSYS filed with the SEC a registration statement on
Form S-4 (Registration No. 333 150435), which includes a prospectus/proxy
statement of ANSYS 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 ANSYS and Ansoft are urged to read the prospectus/proxy
statement and the other relevant material when they become available because
they contain important information about ANSYS, Ansoft and the proposed
transaction. The prospectus/proxy statement and other relevant materials, and
any and all documents filed by ANSYS 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
ANSYS 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
ANSYS,
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 ANSYS and their ownership of ANSYS common stock is set
forth in the proxy statement for ANSYS’ 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 ANSYS, 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 ANSYS and Ansoft may not be able to satisfy the
conditions to closing (including obtaining Ansoft stockholder approval), and the
risk that the business of ANSYS and Ansoft may not be combined successfully or
such combination may take longer or cost more to accomplish than
expected. Additional risks include the risk that the pricing of the
senior credit facility will be less favorable than ANSYS anticipates, the risk
that operating costs, customer loss and business disruption following the
acquisition of Ansoft may be greater than expected, 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 ANSYS’ anticipated revenues
and expenditures will change or prove inaccurate, the risk that ANSYS 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 ANSYS 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 ANSYS, Inc. and Ansoft Corporation 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 ANSYS and Ansoft have filed. ANSYS 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 23, 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
23,
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 23, 2008.
|