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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of Commission Only
[X] Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
ANSOFT CORPORATION
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NOT APPLICABLE
(NAME OF PERSON(S) FILING PROXY STATEMENT IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-1 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration No.:
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(3) Filing Party:
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(4) Date Filed:
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ANSOFT CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MONDAY, SEPTEMBER 17, 2001
To Our Stockholders:
The Annual Meeting of Stockholders (the "Annual Meeting") of Ansoft
Corporation, a Delaware corporation (the "Company"), will be held on Monday,
September 17, 2001, at 9:00 a.m., local time, at the Sheraton Hotel, 7 Station
Square Drive, Pittsburgh, Pennsylvania 15219-1119, for the following purposes:
1. To elect seven directors to serve on the Company's Board of Directors
to serve until the 2002 Annual Meeting of Stockholders.
2. To transact such other business as may properly come before the Annual
Meeting and any and all adjournments and postponements thereof.
The Board of Directors has fixed the close of business on July 25, 2001
as the record date for the determination of holders of the Company's Common
Stock entitled to notice of, and to vote at, the Annual Meeting and any
adjournment or postponement thereof.
The enclosed proxy is solicited by the Board of Directors of the
Company. Reference is made to the accompanying Proxy Statement for further
information with respect to the business to be transacted at the Annual Meeting,
including those items listed above.
You are cordially invited to attend the Annual Meeting in person.
Whether or not you plan to attend the Annual Meeting, please complete, sign,
date and return the enclosed proxy card promptly. The return of the enclosed
proxy card will not affect your right to revoke your proxy or to vote in person
if you do attend the Annual Meeting.
By Order of the Board of Directors,
/s/ Nicholas Csendes
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Nicholas Csendes
President and Chief Executive Officer
Pittsburgh, Pennsylvania
August 11, 2001
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWNED ON THE
RECORD DATE.
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD,
DATE IT, SIGN IT AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR
YOUR CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER
TO AVOID THE ADDITIONAL EXPENSE TO THE COMPANY OF FURTHER SOLICITATION, WE ASK
YOUR COOPERATION IN MAILING YOUR PROXY PROMPTLY.
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ANSOFT CORPORATION
Four Station Square, Suite 200
Pittsburgh, PA 15219-1119
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors ("Board") of Ansoft Corporation, a Delaware
corporation (the "Company"), for use at the Company's 2001 Annual Meeting of
Stockholders (together with any and all adjournments and postponements thereof,
the "Annual Meeting") to be held on Monday, September 17, 2001, at 9:00 a.m.,
local time, at the Sheraton Hotel, 7 Station Square Pittsburgh, Pennsylvania
15219-1119, for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders (the "Notice"). This Proxy Statement, together with the
accompanying Notice and the enclosed proxy card, are first being sent to
stockholders on or about August 15, 2001.
RECORD DATE; VOTING SECURITIES; VOTING AND PROXIES
The Board has fixed the close of business on July 25, 2001 as the
record date for the determination of stockholders entitled to notice of, and to
vote at, the Annual Meeting (the "Record Date"). On the Record Date, there were
12,040,632 shares of common stock of the Company, par value $.01 per share
("Common Stock"), outstanding. Each share of Common Stock is entitled to one
vote on each matter properly brought before the Annual Meeting. Abstentions may
be specified as to all proposals to be brought before the Annual Meeting other
than the election of directors.
Shares can be voted at the Annual Meeting only if the stockholder is
present in person or is represented by proxy. If the enclosed proxy card is
properly executed and returned prior to voting at the Annual Meeting, the shares
represented thereby will be voted in accordance with the instructions marked
thereon. In the absence of instructions, shares represented by executed proxies
will be voted as recommended by the Board. Brokers, banks and other nominee
holders will be requested to obtain voting instructions of beneficial owners of
stock registered in their names, and shares represented by a duly completed
proxy submitted by such a nominee holder on behalf of a beneficial owner will be
voted to the extent instructed by the nominee holder on the proxy card. Rules
applicable to nominee holders may preclude them from voting shares held by them
in nominee capacity on certain kinds of proposals unless they receive voting
instructions from the beneficial owners of the shares (the failure to vote in
such circumstances is referred to as a "broker non-vote").
Any proxy may be revoked at any time prior to its exercise by attending
the Annual Meeting and voting in person, by notifying the Secretary of the
Company of such revocation in writing or by delivering a duly executed proxy
bearing a later date, provided that such notice or proxy is actually received by
the Company prior to the taking of any vote at the Annual Meeting.
QUORUM; VOTES REQUIRED
The presence at the Annual Meeting, in person or by proxy, of shares of
Common Stock representing at least a majority of the total number of shares of
Common Stock entitled to vote on the Record Date will constitute a quorum for
purposes of the Annual Meeting. Shares represented by duly completed proxies
submitted by nominee holders on behalf of beneficial owners will be counted as
present for purposes of determining the existence of a quorum (even if some such
proxies reflect broker non-votes). In addition, abstentions will be counted as
present for purposes of determining the existence of a quorum.
For all proposals other than for the election of directors, a majority
of the votes cast at the Annual Meeting are required for the adoption of the
proposals described below. For the election of directors, the seven (7) nominees
receiving the greatest number of affirmative votes will be elected. Broker
non-votes will be treated as shares that
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neither are capable of being voted nor have been voted and, accordingly, will
have no effect either on the minimum number of affirmative votes necessary or
the outcome of the election of directors. Abstentions will be counted as shares
present at the Annual Meeting and will thus increase the minimum number of
affirmative votes necessary to approve these proposals. Because they will not be
recorded as votes in favor of such proposals, however, abstentions will have the
effect of votes against such proposals.
PROPOSAL 1
ELECTION OF DIRECTORS
The Amended and Restated Certificate of Incorporation (the "Certificate
of Incorporation") and the By-Laws of the Company provide that the number of
directors (which is to be not less than three) is to be determined from time to
time by resolution of the Board. The Board has set the number of directors at
seven persons, effective as of the date of the Annual Meeting. Unless otherwise
instructed, the proxy holders will vote the proxies received by them for
management's seven nominees named below, six of whom are current directors of
the Company and the Board has nominated Peter Robbins to stand for election. In
the event that any nominee of the Company is unable or declines to serve as a
director at the time of the Annual Meeting, proxies will be voted for any
nominee, if any, who shall be designated by the present Board of Directors to
fill the vacancy. It is not expected that any nominee will be unable or decline
to serve as a director. The term of office of each person elected as a director
will continue until the next Annual Meeting of Stockholders or until his
successor has been elected and qualified or until the earlier of his death,
resignation, or removal.
The names of the nominees for the Board of Directors is set forth
below.
Director
Name Age Since
- ---- --- -----
Zoltan J. Cendes, Ph.D. 55 1984
Nicholas Csendes 57 1984
Thomas A.N. Miller 53 1984
Peter Robbins (2) 59 --
Ulrich L. Rohde, Ph.D. (2) 61 1997
John N. Whelihan (1) (2) 57 1996
Jacob K. White, Ph.D.(1) 42 1996
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(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
BACKGROUND OF DIRECTORS
Dr. Zoltan J. Cendes is a founder of Ansoft and has served as Chairman
of the Board of Directors of the Company and its chief research scientist since
its formation in 1984. Since 1982, Dr. Cendes has been a university professor in
electrical and computer engineering at Carnegie Mellon University. Dr. Cendes
has lectured throughout North America, Europe and Asia on the topic of
electromagnetics and finite element analysis and has published over 100
publications on these topics. Dr. Cendes directs the research efforts of Ansoft.
Nicholas Csendes is a founder of Ansoft and has served as President,
Chief Executive Officer and Secretary since 1992 and a director since 1984. Mr.
Csendes was a senior investment officer with Sun Life of Canada, a major
international financial institution focusing on the sale of life insurance and
retirement products ("Sun Life"), for over 15 years. Since 1985, Mr. Csendes has
been involved with various public and private companies including a
publicly-held interactive software company.
Thomas A.N. Miller is a founder of Ansoft and has served as a director
since 1984 and served as Chief Financial Officer from 1994 to May 1997. In
January 2001, Mr. Miller was appointed Executive Vice President. Since 1985, Mr.
Miller has been involved with various public and private companies including a
publicly-held interactive software company.
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Peter Robbins was nominated to serve as a director in May 2001. From
1982 to 1999, Mr. Robbins was a Senior Vice President of Franklin Portfolio
Associates (FPA), and one of its original founders. FPA is an institutional
asset manager with over $15 billion under management. Mr. Robbins is a trustee
and investment committee member of the China Medical Board of New York, a
foundation that funds health related projects in China and parts of South-East
Asia.
Dr. Ulrich L. Rohde became a director of the Company in April 1997 in
connection with Ansoft's acquisition of Compact Software, Inc. ("Compact") on
April 9, 1997. From 1985 to 1997, Dr. Rohde was the majority shareholder,
president and chief executive officer of Compact and he has over 20 years of
expertise in microwave systems technology. Dr. Rohde is President of
Communications Consulting Corporation; Chairman of Synergy Microwave
Corporation; and a partner of Rohde & Schwarz. Dr. Rohde has lectured on the
topic of microwave circuit simulation and design throughout North America,
Europe and Asia and has published numerous articles and books on these topics.
John N. Whelihan became a director of the Company in March 1996. Since
1994, Mr. Whelihan has served as Vice President of Sun Life of Canada, a major
international financial institution. Mr. Whelihan is in charge of U.S. private
placements.
Dr. Jacob K. White became a director of the Company in February 1996.
Since 1991, Dr. White has been a Professor of electrical engineering and
computer science at the Massachusetts Institute of Technology ("MIT"). Dr.
White's research interests are in mathematical modeling, simulation, and virtual
prototyping of complex electronic and communication systems.
All directors hold office until the next annual meeting of the
stockholders and until their successors have been elected and qualified.
Officers are appointed by the Board of Directors and serve at the discretion of
the Board. Dr. Zoltan J. Cendes and Mr. Nicholas Csendes are brothers. There are
no other family relationships between any of the directors or executive officers
of the Company.
THE BOARD RECOMMENDS VOTING FOR ALL OF THE NOMINEES LISTED ABOVE.
ADDITIONAL INFORMATION RELATING TO BOARD OF DIRECTORS AND COMMITTEES THEREOF
BOARD COMMITTEES
The Board met four times during the fiscal year ended April 30, 2001.
The Board has an Audit Committee and a Compensation Committee. No director
attended fewer than 75% of the total number of meetings of the Board and the
meetings of any committee of the Board on which he served during the fiscal year
ended April 30, 2001.
Audit Committee. The Audit Committee of the Board of Directors provides
assistance and reports to the Board as a function of the Board's oversight of
the Company's accounting and system of internal controls, the quality and
integrity of the Company's financial reports and the independence and
performance of the Company's outside auditor. Prior to June 1, 2001, the Audit
Committee was comprised of two directors: Thomas A.N. Miller, and John N.
Whelihan. After June 1, 2001 and after the election of Peter Robbins as a
director, the Audit Committee will be comprised of three directors: John N.
Whelihan, Ulrich L. Rhode, Ph.D., and Peter Robbins. The Audit Committee was
scheduled to meet, and did meet, once during the fiscal year ended April 30,
2001.
Compensation Committee. The Board has a Compensation Committee,
consisting of Mr. Whelihan and Dr. White, each of whom is an independent
director. The Compensation Committee is responsible for reviewing and approving
matters involving the compensation of directors and executive officers of the
Company, periodically reviewing management development plans, administering the
Company's incentive compensation plans and making recommendations to the full
Board on these matters. The Compensation Committee met once during fiscal 2001.
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REPORT OF THE AUDIT COMMITTEE
The following is the report of the Audit Committee with respect to the
Company's audited financial statements for the fiscal year ended April 30, 2001,
included in the Company's Annual Report on Form 10-K. The information contained
in this report shall not be deemed to be "soliciting material" or to be "filed"
with the Securities and Exchange Commission, nor shall such information be
incorporated by reference into any future filing under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended, except to
the extent that the Company specifically incorporates it by reference in such
filing.
Following June 1, 2001, each member of the Audit Committee will be
independent as defined under the National Association of Securities Dealers'
listing standards. The Audit Committee's activities are governed by a written
charter adopted by the Board, a copy of which is attached hereto as Appendix A.
In discharging its responsibilities, the Audit Committee met with
management and the Company's independent auditors, KPMG LLP, to review the
Company's audited financial statements. The Audit Committee discussed and
reviewed with its independent auditors all matters that the independent auditors
were required to communicate and discuss with the Audit Committee under
applicable auditing standards, including those described in Statement on
Auditing Standards No. 61. The Audit Committee received a formal written
statement from the independent auditors relating to independence consistent with
Independence Standards Board Standard No. 1 and discussed with the auditors any
relationships that may impact the auditors' objectivity and independence.
Based on its review and discussions with management and the Company's
independent auditors, the Audit Committee recommended to the Board that the
audited financial statements be included in the Company's Annual Report on Form
10-K for the fiscal year ended April 30, 2001.
THE AUDIT COMMITTEE
Thomas A.N. Miller
John N. Whelihan
INDEPENDENT PUBLIC ACCOUNTANTS
The Company has selected KPMG LLP as its independent auditors for the
current year. A representative of KPMG LLP is expected to be present at the
Annual Meeting, will not be making a statement and will be available to respond
to appropriate questions.
Audit Fees. Fees billed to the Company by KPMG LLP for the 2001 fiscal
year annual audit of its financial statements included in its Annual Report on
Form 10-K for the year ended April 30, 2001, and for review of the financial
statements included in the Company's fiscal year 2001 Quarterly Reports on Form
10-Q totaled approximately $47,500.
Financial Information Systems Design and Implementation Fees. KPMG LLP
did not render professional services to the Company relating to financial
information systems design and implementation during the fiscal year ended April
30, 2001.
All other Fees. Fees billed to the Company by KPMG for all other
non-audit services rendered to the Company, including tax related services,
totaled approximately $54,300.
The Audit Committee considered whether the provision of non-audit
services rendered by KPMG LLP to the Company was compatible with maintaining
KPMG's independence and concluded that KPMG LLP's independence was not impaired.
DIRECTOR COMPENSATION
Non-employee directors receive $1,000 per meeting at which they attend
and are reimbursed for all reasonable expenses incurred by them in attending
meetings of the Board of Directors and its committees. At the
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closing of the Company's initial public offering in April 1996, the non-employee
directors were granted options to purchase 30,000 shares of Common Stock of the
Company. In addition, on December 15, 1998, the non-employee directors were
granted options to purchase 25,000 shares of Common Stock of the Company. Such
options are subject to vesting over a five-year period commencing from the date
of grant.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers, directors and persons who own more than ten percent of the
Company's Common Stock to file reports of, and changes to, their beneficial
ownership of such securities with the Securities and Exchange Commission and to
furnish copies of all Section 16(a) filings to the Company. The Company is
required to report in this statement any failure to timely file reports during
fiscal 2001. Based on its review of Form 3, Form 4 and Form 5 filings, the
Company believes that all reporting requirements under Section 16(a) for such
fiscal year were met in a timely manner by its executive officers, Board members
and greater than ten percent shareholders.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth information available to the Company as
of July 31, 2001, regarding the beneficial ownership of the Company's Common
Stock by all those know by the Company to be beneficial owners of more than five
percent of its outstanding Common Stock.
Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class
- --------------------------------------------------------------------------------
Frontier Capital Management Co., LLC (1) 697,150 5.8%
(1) All shares are held with sole dispositive and sole voting power. All
information, other than the Percent of Class, is derived from Frontier Capital
Management Co., LLC's Schedule 13G, Amendment No. 1 filed on February 12, 2001
with the Securities and Exchange Commission.
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of July 31, 2001 (i) by each of the
Company's directors (each of whom has been nominated to serve an additional one
year term), (ii) by the Company's Executive Officers, and (iii) by all current
executive officers and directors as a group.
Amount and Nature of Percent of
Beneficial Owner (1) Beneficial Ownership Class (2)
- --------------------------------------------------------------------------------
Nicholas Csendes (3) 1,768,203 15%
Thomas A.N. Miller (4) 1,722,003 14%
Zoltan J. Cendes (5) 1,296,818 10%
Peter Robbins -- --
Ulrich L. and Meta M. Rohde (6) 1,282,728 11%
Tony Ryan (9) 35,200 *
John N. Whelihan (7) 46,000 *
Jacob K. White (8) 31,000 *
All directors and named officers as a group
(8 persons) (3)(4)(5)(6)(7)(8)(9) 6,181,952 49%
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*Less than 1%.
(1) The business address of the stockholder is Four Station Square, Suite 200,
Pittsburgh, PA 15219.
(2) The information contained in the table above reflects "beneficial
ownership" of the Common Stock within the meaning of Rule 13d-3 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Unless
otherwise indicated, all shares of Common Stock are held directly with sole
voting and dispositive power.
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(3) Excludes 152,000 shares held by trusts for the benefit of certain family
members of Mr. Csendes with respect to which trusts Mr. Csendes is not a
trustee and disclaims any beneficial ownership. Includes 61,200 shares
issuable upon exercise of options exercisable within 60 days of July 31,
2001.
(4) Excludes 147,000 shares held by trusts for the benefit of certain family
members of Mr. Miller with respect to which trusts Mr. Miller is not a
trustee and disclaims any beneficial ownership. Includes 10,000 shares
issuable upon exercise of options exercisable within 60 days of July 31,
2001.
(5) Includes 336,200 shares issuable upon exercise of options exercisable
within 60 days of July 31, 2001.
(6) Dr. Ulrich Rohde and Dr. Meta Rohde share voting power and dispositive
power with respect to all such 1,272,728 shares. Includes 10,000 shares
issuable upon exercise of options exercisable within 60 days of July 31,
2001.
(7) Includes 40,000 shares issuable upon exercise of options exercisable within
60 days after July 31, 2001. Also includes 6,000 shares jointly owned with
Mr. Whelihan's spouse.
(8) Includes 31,000 shares issuable upon exercise of options exercisable within
60 days of July 31, 2001.
(9) Includes 35,200 shares issuable upon exercise of options exercisable within
60 days of July 31, 2001.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
All executive compensation decisions are made by the Compensation
Committee of the Board of Directors (the "Compensation Committee") which is
currently composed of two independent, non-employee directors, John N. Whelihan
and Jacob K. White. The Compensation Committee, at the direction of the Board of
Directors, has prepared the following report for inclusion in this Proxy
Statement.
With respect to the compensation of executive officers other than the
President and Chief Executive Officer, the Compensation Committee received and
considered significant input from the President. Other than the Company's
standard form of Non-Competition and Confidentiality Agreement, there are
currently no employment agreements with any of the executive officers which fix
the annual salaries of the executive officers, and no part of executive
compensation has been strictly tied to statistical operating performance
criteria, other than the bonus plan discussed below.
Based on a review of public filings by other comparable publicly-held
software companies, the Compensation Committee believes that the annual base
salaries and bonuses of the Company's executive officers, including its Chief
Executive Officer, generally are and have been set no higher than the annual
base salaries and bonuses paid to executive officers of other software
companies.
During the past fiscal year, the Company granted stock options to its
Chief Executive Officer, Chief Technology Officer and to all of the Company's
employees. All of the Company's employees participate in a Company-sponsored
bonus plan under which the Company awards stock options and bonuses based on the
achievement of certain revenue milestones.
THE COMPENSATION COMMITTEE
John N. Whelihan
Jacob K. White
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Jacob K. White and John N. Whelihan serve as members of the
Compensation Committee of the Board of Directors. Neither Dr. White nor Mr.
Whelihan is or has been an officer or employee of the Company.
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In February 2001, Dr. Jacob White agreed to spend his sabbatical (ends
in August 2001) building a research and development team and creating a
technology core for Altra Broadband, a wholly owned subsidiary of Ansoft.
Pursuant to the arrangement, Dr. White receives $10,000 per month. All
applicable copyrights, patents, technology and intellectual property developed
under this arrangement are transferred on an exclusive basis to the Company, who
will own them and have the unlimited, exclusive and unimpeded rights to
commercialize the work.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table summarizes the aggregate cash compensation for
services in all capacities to the Company for the year ended April 30, 2001 for
the Named Executive Officers of the Company and compensation received by each
such individual in the two prior fiscal years.
Long-Term Compensation
Annual Compensation Awards
Securities
Name and Principal Position Year Salary ($) Bonus ($) Underlying Options (#)
- -------------------------------------------------------------------------------------------------------------
Nicholas Csendes 2001 $200,000 $ 2,000 700
President and 2000 $200,000 -- 200
Chief Executive Officer 1999 $200,000 -- 151,000
Zoltan J. Cendes, Ph.D. 2001 $200,000 $ 2,000 700
Chairman of the Board and 2000 $200,000 -- 200
Chief Technology Officer 1999 $200,000 -- 151,000
Thomas A.N. Miller(1) 2001 $ 25,750 $16,667 --
Executive Vice President
Tony Ryan 2001 $128,333 $ 1,250 700
Chief Financial Officer 2000 $115,000 -- 30,200
1999 $ 96,667 -- 11,000
(1) Mr. Miller was appointed to office in January 2001.
OPTION GRANTS IN LAST FISCAL YEAR
Potential Realizable
Value at Assumed
Annual Rates of Stock
Price Appreciation
Individual Grants for Option Term(1)
--------------------------------------------------------------------------------
Number of % OF TOTAL
Securities Options
Underlying Granted to
Options Employees in Exercise or Expiration
Name Granted Fiscal Year Base Price Date 5% 10%
- ------------------------------------------------------------------------------------------------------
(#) (%) ($/SHARE) ($) ($)
Nicholas Csendes 800 * $9.00 1/31/11 $4,528 $11,475
Zoltan J. Csendes 800 * $9.00 1/31/11 $4,528 $11,475
Tony Ryan 800 * $9.00 1/31/11 $4,528 $11,475
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*Less than 1%.
(1) Assumes, from the date of grant of the option through its ten year
expiration date, a hypothetical 5% and 10% per year appreciation
(compounded annually) in the fair market value of the Common Stock. The 5%
and 10% rates of appreciation are set by the Securities and Exchange
Commission and, therefore, are not intended to forecast possible future
appreciation, if any, in the Common Stock. If the Common Stock does not
increase in value from the date of grant of the stock option, such option
would be valueless.
FISCAL YEAR-END OPTION VALUES
Number of Securities Value of Unexercised
Underlying Unexercised Options at In-the-Money Options at FY
at FY-End (#) End ($)
Name Exercisable/Unexercisable Exercisable/Unexercisable (1)
- ------------------------------------------------------------------------------------------------------------
Nicholas Csendes 61,200 / 90,700 $253,891 / $376,010
Zoltan J. Cendes, Ph.D. 336,200 / 90,700 $1,680,141 / $376,010
Tony Ryan 35,200 / 37,300 $145,341 / $141,810
(1) Value per share is defined as the market price of Ansoft stock at year-end
minus the per share exercise price of the option. The market price of
Ansoft stock on April 30, 2001 was $9.30.
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EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL AGREEMENTS
Other than the Company's standard form of Non-Competition and
Confidentiality Agreement, the Company does not presently have any employment
contracts in effect with the Named Executive Officers. The Company does not have
any compensatory plans or arrangements in place with the Named Executive
Officers which would provide benefits to such persons upon their resignation,
retirement or other termination of the Named Executive Officers. Compensation
for the Named Executive Officers is currently set by the Board of Directors of
the Company.
PERFORMANCE GRAPH
The following graph shows the cumulative total stockholder return on
the Common Stock from April 3, 1996 (the last trading day before the date of the
Company's initial public offering) through June 30, 2001, as compared to the
returns of the Total Return Index for The Nasdaq Stock Market (US) and the
Nasdaq Computer Index. The graph assumes that $100 was invested in the Common
Stock of the Company and in the Total Return Index for The Nasdaq Stock Market
(US) and the Nasdaq Computer Index as of April 3, 1996, and assumes reinvestment
of dividends.
Total Return Index
Measurement period Ansoft The Nasdaq Nasdaq Computer
(Fiscal Year covered) Corporation Stock Market (US) Index
- -----------------------------------------------------------------------------------------------------------
4/3/96 100 100 100
4/30/96 84 107 110
4/30/97 56 113 122
4/30/98 159 169 191
4/30/99 88 232 292
4/30/00 151 351 425
4/30/01 109 192 232
7/31/01 215 197 246
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OTHER MATTERS
The Board knows of no matters which are to be brought before the Annual
Meeting other than those set forth in the accompanying Notice. If any other
matters properly come before the Annual Meeting, the persons named in the
enclosed proxy card, or their duly appointed substitutes acting at the Annual
Meeting, will be authorized to vote or otherwise act thereon in accordance with
their judgment on such matters.
SOLICITATIONS OF PROXIES
The cost of solicitation of proxies for use at the Annual Meeting will
be borne by the Company. Solicitations will be made primarily by mail or by
facsimile, but regular employees of the Company may solicit proxies personally
or by telephone. In addition, the Company has retained American Stock Transfer
to act as the Company's registrar and transfer agent and to assist in the
solicitation of proxies from brokers, nominees, institutions and individuals on
behalf of the Company. In return for such services, the Company pays American
Stock Transfer & Trust Company a monthly $500 fee. Arrangements will also be
made with custodians, nominees and fiduciaries for forwarding of proxy
solicitation materials to beneficial owners of shares held of record by such
custodians, nominees and fiduciaries, and the Company will reimburse such
custodians, nominees and fiduciaries for reasonable expenses incurred in
connection therewith.
STOCKHOLDER PROPOSALS FOR 2002 ANNUAL MEETING
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), stockholders may present proper proposals for
inclusion in the Company's proxy statement and for consideration at the next
annual meeting of the Company's stockholders by submitting such proposals to the
Company in a timely manner and by including with such proposal the information
specifically called for by Rule 14a-8. In order to be so included in the
Company's 2002 proxy statement and to be properly considered at the 2002 Annual
Meeting, stockholder proposals must be received by the Company no later than
April 17, 2002, and must otherwise comply with the requirements as set forth in
Rule 14a-8.
ANNUAL REPORT
A copy of the Company's Annual Report to Stockholders for the fiscal
year ended April 30, 2001 (which is not part of the Company's proxy soliciting
material) is being mailed with this proxy statement.
9
12
Appendix A
CHARTER FOR THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
OF ANSOFT CORPORATION
PURPOSE, MEMBERSHIP AND MEETINGS
The Audit Committee is appointed by the Board of Directors of Ansoft
Corporation (the "Company") to assist the Board in fulfilling its financial
oversight responsibilities.
The Audit Committee shall be comprised of three or more directors as
determined by the Board, each of who shall meet the requirements of the NASDAQ
National Market of the National Association of Securities Dealers, Inc. All
members of the Audit Committee shall have a basic understanding of finance and
accounting and be able to read and understand fundamental financial statements,
and at least one member of the Audit Committee shall have accounting or related
financial management expertise.
The Audit Committee shall meet at least two times annually.
RESPONSIBILITIES AND DUTIES
Audit/Internal Controls
1. Meet with the outside auditors and financial management of the
Company to review the scope of the proposed audit for the current year and the
audit procedures to be utilized, and at the conclusion thereof review such
audit, including any comments or recommendations of the outside auditors.
2. Provide sufficient opportunity for the outside auditors to meet with
the members of the audit committee without members of management present.
3. Review with the outside auditors and the Company's financial and
accounting personnel the adequacy and effectiveness of the accounting and
financial controls of the Company, and elicit any recommendations for the
improvement of such internal control procedures.
Financial Statements
4. Review with management and the outside auditors the Company's annual
and quarterly financial statements. Discuss any significant changes to the
Company's accounting principles and any items required to be communicated by the
independent auditors in accordance with Statement of Accounting Standards 61.
Review and discuss with management and outside auditors the press release and
conference call regarding the annual and quarterly financial statements.
Outside Auditors
5. Select, evaluate and, where appropriate, take appropriate action
leading to the replacement of the outside auditors. The outside auditors are
ultimately accountable to the Board of Directors and the audit committee, as
representatives of the stockholders.
6. Receive from outside auditors a formal written statement delineating
all relationships between the outside auditors and the Company, consistent with
the Independence Standards Board Standard 1.
13
Charter
7. Review and reassess the adequacy of this charter once each year.
Periodically evaluate the audit committee's performance and measure against best
practices.
8. Have this Charter published in the proxy materials relating to
Annual Meetings of Stockholders at least once every three years in accordance
with SEC regulations.
Other Responsibilities
9. Investigate any matter brought to its attention within the scope of
its duties, with the power to retain outside counsel for this purpose if, in its
judgment, that is appropriate.
10. Annually prepare a report to stockholders as required by the SEC.
The report should be included in the Company's annual proxy statement.
11. Maintain minutes of meetings and submit such minutes to, or review
the matters discussed at each such meeting with, the Board of Directors.
12. Take such other actions as may be necessary or appropriate under
the rules of the SEC or the National Association of Securities Dealers.
14
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
ANSOFT CORPORATION
The undersigned stockholder(s) of Ansoft Corporation, a Delaware
corporation (the "Company"), hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and Proxy Statement for the Company's 2001 Annual
Meeting, and hereby appoints Nicholas Csendes and Anthony L. Ryan, or either of
them, proxies and attorneys-in-fact, with full power of substitution, on behalf
and in the name of the undersigned, to represent the undersigned at the 2001
Annual Meeting of Stockholders of the Company to be held at 9:00 a.m. local time
on Monday, September 17, 2001, at the Sheraton Hotel, 7 Station Square Drive,
Pittsburgh, Pennsylvania 15219-1119 and at any adjournment(s) thereof, and to
vote all shares of Common Stock which the undersigned would be entitled to vote
if then and there personally present, on the matters set forth on the reverse
side of this proxy card.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.)
15
PLEASE MAIL IN THE ENVELOPE PROVIDED
/X/ Please mark your votes as in this example.
FOR all nominees listed below, WITHHOLD authority to vote for
except as indicated all nominees
1. ELECTION OF DIRECTORS
/ / / /
Instructions: To withhold authority for any individual nominee, mark "For"
above, and strike a line through the name of the nominee or nominees as to whom
you wish to withhold authority.
Nominees: Nicholas Csendes Peter Robbins
Zoltan J. Cendes, Ph.D. John N. Whelihan
Thomas A.N. Miller Jacob K. White, Ph.D
Ulrich L. Rohde, Ph.D.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY WILL BE
VOTED AS DIRECTED. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN
ACCORDANCE WITH THE DIRECTIONS GIVEN BY THE UNDERSIGNED STOCKHOLDER(S). IN THE
ABSENCE OF DIRECTION, THIS PROXY WILL BE VOTED FOR THE SEVEN NOMINEES FOR
ELECTION TO THE BOARD OF DIRECTORS.
The proxies are authorized to vote, in their discretion, upon such other matter
or matters that may properly come before the meeting or any adjournment(s) or
postponement(s) thereof.
PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY PROMPTLY.
Signature:
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Signature (if held jointly)
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Dated:
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NOTE: Please sign exactly as name appears hereon. If shares are registered in
more than one name, the signature of all such persons are required. A
corporation shall sign in its full corporate name by a duly authorized
officer, stating his or her title. Trustees, guardians, executors and
administrators should sign in their official capacity, giving their
full title as such. If a partnership, please sign in the partnership
name by an authorized person.