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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
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(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 THURSDAY, SEPTEMBER 9, 1999
To Our Stockholders:
The Annual Meeting of Stockholders (the "Annual Meeting") of Ansoft
Corporation, a Delaware corporation (the "Company"), will be held on Thursday,
September 9, 1999, 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 six directors to serve on the Company's Board of Directors to
serve until the 2000 Annual Meeting of Stockholders.
2. To approve an amendment to the Company's 1995 Stock Option Plan which
increased the total number of shares of Common Stock reserved for
issuance thereunder to 2,500,000 shares.
3. To ratify the appointment of KPMG LLP as the Company's independent
accountants to audit the books and accounts of the Company for the year
ending April 30, 2000.
4. 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 28, 1999
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
-------------------------------------
Nicholas Csendes
President and Chief Executive Officer
Pittsburgh, Pennsylvania
August 12, 1999
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 1999 Annual Meeting of
Stockholders (together with any and all adjournments and postponements thereof,
the "Annual Meeting") to be held on Thursday, September 9, 1999, 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 16, 1999.
RECORD DATE; VOTING SECURITIES; VOTING AND PROXIES
The Board has fixed the close of business on July 28, 1999 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
12,062,105 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.
A majority of the votes cast at the Annual Meeting are required for the
adoption of the proposals described below. Broker non-votes will be treated as
shares that 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
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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 is currently comprised of six
persons. Unless otherwise instructed, the proxy holders will vote the proxies
received by them for management's six nominees named below, each of whom is
presently a director of the Company. 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, and certain
information about them, is set forth below.
Director
Name Age Since Principal Occupation
- ---- --- ----- --------------------
Zoltan J. Cendes, Ph.D. 53 1984 Chief Technology Officer and
Chairman of the Board
Nicholas Csendes 55 1984 President, Chief Executive Officer
and Director
Thomas A.N. Miller 51 1984 Director
Ulrich L. Rohde, Ph.D. 59 1997 Director
John N. Whelihan (1) 55 1996 Director
Jacob K. White, Ph.D.(1) 40 1996 Director
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(1) Member of the Compensation and Audit Committees.
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, and has been an officer, director
and a controlling stockholder of American Banner Resources, Inc. ("ABR"), a
privately-held holding company with various interests in real estate and public
and private securities.
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. From
1989 to 1994, Mr. Miller was an officer, director and controlling stockholder of
Southwest Gas, a privately held natural gas company which was sold to Ensearch
Corporation in 1994. Mr. Miller was a founder of IT Network, Inc. ("ITN"), the
predecessor of Source Media Inc., a publicly-held interactive information
service company and served as Chairman of the Board of ITN from its inception in
1988 to 1994, and as chief executive officer of ITN from its inception to
December 1992. Since 1981, Mr. Miller has been President, director and a
controlling stockholder of ABR.
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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 an Associate Professor of electrical engineering
and computer science at the Massachusetts Institute of Technology ("MIT"). From
1987 to 1991, he was an Assistant Professor at MIT.
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.
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ADDITIONAL INFORMATION RELATING TO BOARD OF DIRECTORS AND COMMITTEES THEREOF
BOARD COMMITTEES
The Board met three times during the fiscal year ended April 30, 1999.
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, 1999.
Audit Committee. The Board has an Audit Committee comprised of Mr.
Whelihan and Dr. White. The Audit Committee's duties include recommending to the
Board of Directors the firm of independent accountants to audit the Company's
consolidated financial statements, reviewing the scope and results of the
independent auditors' activities and the fees proposed and charged therefor,
reviewing the adequacy of internal controls and reviewing the scope and results
of internal audit activities, and reporting the results of the committee's
activities to the full Board. The Audit Committee met once during fiscal year
1999.
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 1999.
DIRECTOR COMPENSATION
Directors receive $1,000 per meeting 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 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.
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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 1999. 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 certain information regarding beneficial
ownership of the Company's Common Stock as of July 31, 1999 (i) by each person
who is known by the Company to beneficially own more than five percent of the
Company's Common Stock, (ii) by each of the Company's directors (each of whom
has been nominated to serve an additional one year term), (iii) by the Company's
Chief Executive Officer and Chief Technology Officer ("Named Executive
Officers"), and (iv) by all current officers and directors as a group.
Amount and Nature of Percent of
Beneficial Owner (1) Beneficial Ownership Class (2)
- ---------------------------------------------------------------------------------------
Thomas A.N. Miller (3) 1,712,003 14%
Nicholas Csendes (4) 1,707,003 14%
Ulrich L. and Meta M. Rohde (5) 1,272,728 11%
Zoltan J. Cendes (6) 1,245,618 10%
John N. Whelihan (7) 30,000 *
Jacob K. White (8) 15,000 *
All directors and named officers as a group
(6 persons) (4)(5)(6)(7)(8) 5,982,352 49%
- --------------------
*Less than 1%.
(1) The business address of the stockholder is Four Station Square, Suite 660,
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.
(3) 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.
(4) 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.
(5) Dr. Ulrich Rohde and Dr. Meta Rohde share voting power and dispositive power
with respect to all such 1,272,728 shares.
(6) Includes 235,000 shares issuable upon exercise of options exercisable within
60 days of July 31, 1999.
(7) Includes 24,000 shares issuable upon exercise of options exercisable within
60 days after July 31, 1999. Also includes 6,000 shares jointly owned with
Mr. Whelihan's spouse.
(8) Includes 15,000 shares issuable upon exercise of options exercisable within
60 days of July 31, 1999.
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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.
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.
On September 16, 1997, the Company entered into a Consulting Agreement
(the "Agreement") with Dr. Jacob White pursuant to which Dr. White has agreed to
develop a computer program for use within the Company's products and under which
the Company may be obligated to pay Dr. White to a maximum of $25,500 plus
related expenses. Pursuant to the Agreement, any resulting software is to be
commercialized and fully supported by the Company. Further, all applicable
copyrights, patents, technology and intellectual property developed under this
Agreement 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, 1999 for
the Named Executive Officers of the Company whose total annual salary and bonus
exceeded $100,000 during the fiscal year ended April 30, 1999, and compensation
received by each such individual in the two prior fiscal years.
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Long-Term Compensation
Annual Compensation Awards
Securities
Name and Principal Position Year Salary ($) Bonus ($) Underlying Options (#)
- --------------------------------------------------------------------------------------------------------------
Nicholas Csendes 1999 $200,000 -- 150,000
President and 1998 $183,333 $12,800 --
Chief Executive Officer 1997 $120,000 $4,800 --
Zoltan J. Cendes, Ph.D. 1999 $200,000 -- 150,000
Chairman of the Board and 1998 $183,333 $12,800 --
Chief Technology Officer 1997 $120,000 $4,800 --
FISCAL YEAR-END OPTION VALUES
Number of Securities Value of Unexercised
Underlying Unexercised Options at In-the-Money Options at FY End
FY-End (#) ($)
Name Exercisable/Unexercisable Exercisable/Unexercisable (1)
- -------------------------------------------------------------------------------------------------------------
Nicholas Csendes -- / 150,000 $0 / $356,250
Zoltan J. Cendes, Ph.D. 235,000 / 190,000 $831,250 / $456,250
(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, 1999 was $ 7.50.
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.
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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 April 30, 1999, 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
4/30/98 159 169 190
4/30/99 88 230 291
PROPOSAL 2
APPROVAL OF AMENDMENT TO 1995 STOCK OPTION PLAN
On May 19, 1999, the Board of Directors adopted (and recommended for
submission to the Stockholders for their approval) an amendment to the Company's
1995 Stock Option Plan (the "1995 Plan"). The amendment increased the number of
shares of Common Stock reserved for issuance under the 1995 Plan from 650,000 to
2,500,000. The amendment was determined to be necessary to reserve a sufficient
number of shares of Common Stock under the 1995 Plan to allow the Company to
grant stock options to existing and future employees.
The purposes of the 1995 Plan are to attract, retain and award persons
providing services to the Company and any successor corporation and to motivate
such persons to contribute to the growth and profits of the Company in the
future.
In addition to the 1995 Plan, the Company has in place the 1988 Stock
Option Plan pursuant to which, as of July 31, 1999, options to purchase 219,000
shares of the Company's Common Stock were outstanding. The 1988
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Stock Option Plan expires ten years after its adoption though its expiration
will not affect the status of any outstanding options. The Company does not
expect to grant any additional options under the 1988 Stock Option Plan.
As of July 31, 1999, there were outstanding options to purchase
1,798,500 shares of Common Stock under the 1995 Plan. The primary features of
the 1995 Plan are summarized below.
General. Under the 1995 Plan, options may be granted to employees of
the Company, directors and individuals rendering services as consultants,
advisors, or independent contractors to the Company.
The 1995 Plan offers to eligible persons ("Participants" or,
individually, a "Participant") the opportunity to purchase shares of Common
Stock through stock options granted to them. A stock option entitles the
optionee to purchase shares of Common Stock from the Company at the exercise
price. Two types of options, incentive stock options ("ISOs") and nonstatutory
stock options, may be granted under the 1995 Plan. The two types of options
differ primarily in the tax consequences associated with the exercise of an
option and the disposition of the shares of Common Stock received upon exercise
of an option. See "--Certain Federal Income Tax Consequences."
Grants Under the 1995 Plan. The Compensation Committee, which is
comprised of two non-employee directors appointed by the Board of Directors, is
charged with administering the 1995 Plan. The Compensation Committee has
delegated the day-to-day administrative details associated with the 1995 Plan to
the Chief Executive Officer subject to the Committee's ratification of all
actions taken by the Chief Executive Officer with respect to the 1995 Plan. All
options granted under the 1995 Plan are evidenced by option agreements ("Option
Agreements" or, individually, an "Option Agreement") that are subject to the
applicable provisions of the 1995 Plan and to such other terms, conditions and
restrictions as the Compensation Committee may determine to be appropriate.
In the case of ISOs, the aggregate fair market value of Common Stock
with respect to which stock options intended to meet the requirements of Code
Section 422 of the Internal Revenue Code of 1986, as amended, become exercisable
for the first time by an individual during any calendar year under the 1995 Plan
or the 1988 Stock Option Plan may not exceed $100,000; provided further, that if
the limitation is exceeded, the ISOs that cause the limitation to be exceeded
will be treated as nonstatutory stock options.
Set forth below is the number of stock options that had been granted to
Named Executive Officers during the past fiscal year under the 1995 Plan and
that remained outstanding as of July 31, 1999.
Percent of
Number of total options
securities granted to
underlying options employees in Exercise Expiration Grant date
Name (#) fiscal year price date value (1)
- ----------------------------------------------------------------------------------------------------------
Nicholas Csendes 150,000 13% $5.125 1/3/09 $535,500
Zoltan J. Cendes, Ph.D. 150,000 13% $5.125 1/3/09 $535,500
(1) The grant date value of options has been estimated using a Black-Scholes
option pricing model.
Although not determinable at the time of this Proxy Statement, the
Compensation Committee of the Board of Directors may award certain of the
Company's executive officers and directors additional incentive and nonstatutory
stock options under the amended 1995 Plan.
Exercise Price. The exercise price of a share of Common Stock purchased
upon the exercise of an option granted under the 1995 Plan (the "Exercise
Price") is determined by the Compensation Committee on the date the option is
granted. The Exercise Price of an ISO may not be less than the fair market value
of a share of Common Stock on the date the option is granted. With respect to
each grant of an ISO to a Participant who beneficially owns more than 10% of the
combined voting power of the Company (determined by applying certain attribution
rules), the
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Exercise Price may not be less than 110% of the fair market value of the Common
Stock on the date the option is granted. These Exercise Price requirements do
not apply to nonstatutory stock options.
Exercise and Payment. An option may be exercised in accordance with the
1995 Plan and such other terms and conditions as the Compensation Committee may
prescribe. Each option is exercisable by the Participant at such time or times,
or upon the occurrence of such event or events, and in such amounts, as
specified in the Option Agreement; provided, however, that subsequent to the
grant of an option, the Compensation Committee, at any time before complete
termination of such option, may accelerate the time or times at which the option
may be exercised, in whole or in part, and may permit the Participant or any
other designated person to exercise the option, or any portion thereof, for all
or part of the remaining option term, notwithstanding any provision of the
Option Agreement to the contrary.
The maximum period during which an ISO may be exercised is determined
by the Compensation Committee on the date of grant, but may not be longer than
ten years, provided that, any ISO granted to a Participant who beneficially owns
more than 10% of the combined voting power of the Company (determined by
applying certain attribution rules) may not be exercisable after the expiration
of five years after the date of grant. The term of any option is specified in
the applicable Option Agreement. An option is considered exercised on the date
the Exercise Price is paid to the Company. The Exercise Price must be paid in
cash or a cash equivalent authorized by the Compensation Committee.
Administration. The 1995 Plan is administered by the Compensation
Committee of the Board of Directors, though the Committee has delegated the
day-to-day administrative details associated with the 1995 Plan to the Chief
Executive Officer subject to the Committee's ratification of all actions taken
by the Chief Executive Officer with respect to the 1995 Plan. Compensation
Committee members generally may not be employees of the Company and serve at the
pleasure of the Board of Directors. The Compensation Committee has the authority
to interpret all provisions of the 1995 Plan; to prescribe the form of Option
Agreements; to adopt, amend and rescind rules and regulations pertaining to the
administration of the 1995 Plan; and to make all other determinations necessary
or advisable for the administration of the 1995 Plan.
Certain Federal Income Tax Consequences. The following discussion
outlines certain federal income tax consequences of participation in the 1995
Plan. Individual circumstances may vary these results. Additionally, federal
income tax laws and regulations are complex and frequently amended, and each
Participant should rely on his own tax counsel for advice regarding the federal
income tax consequences of participation in the 1995 Plan.
Federal Income Tax Treatment of ISOs. A Participant generally will not
recognize taxable income on the grant or the exercise of an ISO (although the
exercise of an ISO can increase the Participant's alternative minimum tax
liability because the difference between the fair market value of the Common
Stock acquired and the Exercise Price will be included in the Participant's
alternative minimum taxable income). A Participant will recognize taxable income
if and when the Participant disposes of the shares of Common Stock acquired
under the ISO. If the disposition occurs more than two years after the grant of
the ISO and more than one year after the shares of Common Stock are transferred
to the Participant on exercise of the ISO (the "ISO Holding Period"), the
Participant will recognize capital gain (or loss) equal to the excess (or
deficiency) of the amount realized from disposition of the Common Stock less the
Participant's tax basis in the Common Stock. A Participant's tax basis in the
Common Stock generally is the amount the Participant paid on exercise of the
ISO. The capital gain (or loss) will be long-term or short-term depending on the
length of time the Participant held the shares of Common Stock.
If Common Stock acquired under an ISO is disposed of before the
expiration of the ISO Holding Period (a "Disqualifying Disposition"), a
Participant generally will recognize as ordinary income in the year of the
Disqualifying Disposition the difference between the fair market value of the
Common Stock on the date of exercise of the ISO and the Exercise Price paid by
the Participant. Any additional gain will be treated as long-term or short-term
capital gain depending on the length of time the Participant held the shares of
Common Stock.
A special rule applies to a Disqualifying Disposition of Common Stock
where the amount realized on the disposition is less than the fair market value
of the Common Stock on the date of exercise of the ISO. In that event, the
Participant generally will recognize as ordinary income the difference between
the amount realized on the
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disposition of the Common Stock and the Exercise Price paid by the Participant
instead of the ordinary income amount described above for a Disqualifying
Disposition. Any additional loss will be treated as a long-term or short-term
capital loss depending on the length of time the Participant held the shares of
Common Stock.
The Company generally will not be entitled to a federal income tax
deduction with respect to the grant or exercise of an ISO. In the event a
participant disposes of Common Stock acquired under an ISO in a Disqualifying
Disposition, the Company generally will be entitled to a federal income tax
deduction equal to the amount of ordinary income the Participant is to
recognize.
Federal Income Tax Treatment of Nonstatutory Stock Options. A
Participant generally will not recognize taxable income on the grant of a
nonstatutory stock option. On the exercise of a nonstatutory stock option, a
Participant will recognize as ordinary income the difference between the fair
market value of the Common Stock acquired and the Exercise Price paid by the
Participant. A Participant's tax basis in the Common Stock acquired upon the
exercise of a nonstatutory stock option is the amount paid for the Common Stock
plus any amount included in income with respect to the exercise. The
Participant's holding period for the Common Stock begins on the day the Common
Stock is acquired. Any gain or loss that a Participant recognizes on a
subsequent disposition of Common Stock acquired upon the exercise of a
nonstatutory stock option generally will be long-term or short-term capital gain
or loss depending on the length of time the Participant held the shares of
Common Stock. The amount of the gain (or loss) will equal the excess (or
deficiency) of the amount realized on the subsequent disposition less the
Participant's tax basis in his shares of Common Stock. The exercise of a
nonstatutory stock option generally will entitle the Company to claim a federal
income tax deduction equal to the amount of ordinary income the Participant is
to recognize.
THE BOARD OF DIRECTORS RECOMMENDS VOTING FOR THE PROPOSAL TO APPROVE THE
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AMENDMENT TO THE 1995 STOCK OPTION PLAN AS DESCRIBED ABOVE.
PROPOSAL 3
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board has selected KPMG LLP to serve as the Company's principal
accountants for the year ending April 30, 2000. A representative of KPMG LLP
will be present at the Annual Meeting and will have the opportunity to make a
statement, if such person desires to do so, and to respond to appropriate
questions.
The proposal to ratify the selection of KPMG LLP will be approved by
the stockholders if it receives the affirmative vote of a majority of the shares
present and entitled to vote on the proposal. If a proxy card is specifically
marked as abstaining from voting on the proposal to approve the ratification of
the selection of KPMG LLP as independent accountants, the abstention will have
the effect of a vote against the proposal, even though the shares represented
thereby will not be counted as having been voted against the proposal. Broker
non-votes will be treated as shares not capable of being voted on the proposal
and, accordingly, will have no effect on the outcome of voting on the proposal.
Although the ratification of the election of independent auditors by
the stockholders is not required by Delaware law or the Amended and Restated
Certificate of Incorporation or By-laws of the Company, the Board of Directors
believes that the stockholders should have an opportunity to express themselves
on this matter. In the event that the vote on this matter is negative, the Board
of Directors, acting upon advice from the Audit Committee, will consider the
election of other independent auditors.
THE BOARD RECOMMENDS VOTING FOR THE RATIFICATION OF THE SELECTION OF KPMG LLP AS
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INDEPENDENT ACCOUNTANTS.
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
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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 2000 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 2000 proxy statement and to be properly considered at the 2000 Annual
Meeting, stockholder proposals must be received by the Company no later than
April 14, 2000, 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, 1999 (which is not part of the Company's proxy soliciting
material) is being mailed with this proxy statement.
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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 1999 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 1999
Annual Meeting of Stockholders of the Company to be held at 9:00 a.m. local time
on Thursday, September 9, 1999, 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.)
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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 all
except as indicated 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 Ulrich L. Rohde, Ph.D.
Zoltan J. Cendes, Ph.D. John N. Whelihan
Thomas A.N. Miller Jacob K. White, Ph.D
FOR AGAINST ABSTAIN
2. Proposal to Approve an Amendment to the Company's
1995 Stock Option Plan / / / / / /
FOR AGAINST ABSTAIN
3. Proposal to Ratify Appointment of Independent
Auditors / / / / / /
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 SIX NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS, FOR THE PROPOSAL TO APPROVE THE AMENDMENT TO THE
COMPANY'S 1995 STOCK OPTION PLAN AND FOR THE PROPOSAL TO RATIFY THE APPOINTMENT OF THE COMPANY'S INDEPENDENT AUDITORS.
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: ___________________________________________________________
Signature (if held jointly) __________________________________________
Dated: _______________________________________________________________
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.