EXHIBIT 99
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
As of January 31, 2003 and 2002
and for each of the Three Years in the Period Ended January 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission file number: 0-20853
1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of Plan)
ANSYS Inc.
Southpointe
275 Technology Drive
Canonsburg, PA 15317
(Name of issuer of securities held pursuant to the plan and the address of its
principal executive office)
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ANSYS INC. AND SUBSIDIARIES
1996 Employee Stock Purchase Plan
Index of Financial Statements
Page No.
--------
Independent Auditors' Reports 3-4
Statements of Financial Condition as of January 31, 2003 and 2002 5
Statements of Changes in Plan Equity for each of the Three Years in the Period Ended
January 31, 2003 6
Notes to Financial Statements 7-8
Signature 9
31
INDEPENDENT AUDITORS' REPORT
To the Participants and Administrator of the
ANSYS Inc. Employee Stock Purchase Plan:
We have audited the accompanying statement of financial condition of the ANSYS
Inc. Employee Stock Purchase Plan (the "Plan") as of January 31, 2003, and the
related statement of changes in plan equity for the year then ended. These
financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The financial statements of the Plan as of January 31, 2002 and
for the two years in the period ended January 31, 2002 were audited by other
auditors whose report, dated March 15, 2002, expressed an unqualified opinion on
those statements.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial condition of the Plan as of January 31, 2003, and
changes in plan equity for the year then ended in conformity with accounting
principles generally accepted in the United States of America.
/s/ Deloitte & Touche LLP
- -------------------------
Deloitte & Touche LLP
Pittsburgh, Pennsylvania
March 19, 2003
32
Report of Independent Accountants
To the Participants and Administrator of the
ANSYS Inc. Employee Stock Purchase Plan:
In our opinion, the accompanying statements of financial condition and related
statements of changes in plan equity present fairly, in all material respects,
the financial position of the ANSYS Inc. Employee Stock Purchase Plan at January
31, 2002, and changes in plan equity for each of the two years in the period
ended January 31, 2002 in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
March 15, 2002
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ANSYS INC. AND SUBSIDIARIES
1996 EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF FINANCIAL CONDITION
January 31, 2003 and 2002
2003 2002
-------- --------
Assets:
Cash $220,719 $161,201
-------- --------
Total assets $220,719 $161,201
======== ========
Liabilities and Plan equity:
ANSYS Inc. stock due to participants $220,131 $160,687
-------- --------
Total liabilities 220,131 160,687
Plan equity 588 514
-------- --------
Total liabilities and Plan equity $220,719 $161,201
======== ========
The accompanying notes are an integral part of the financial statements.
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ANSYS INC. AND SUBSIDIARIES
1996 EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN PLAN EQUITY
for the Years Ended
January 31, 2003 January 31, 2002 January 31, 2001
---------------- ---------------- ----------------
ADDITIONS:
Contributions:
Employee $383,291 $263,168 $187,929
Employer 67,627 45,157 30,977
-------- -------- --------
Total additions 450,918 308,325 218,906
DEDUCTIONS:
Stock distributions 450,844 301,044 206,511
Participant withdrawals -- 7,610 13,002
-------- -------- --------
Total deductions 450,844 308,654 219,513
-------- -------- --------
Net increase (decrease) in Plan equity 74 (329) (607)
Plan equity, beginning of year 514 843 1,450
-------- -------- --------
Plan equity, end of year $ 588 $ 514 $ 843
======== ======== ========
The accompanying notes are an integral part of the financial statements.
35
ANSYS INC. AND SUBSIDIARIES
1996 EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF PLAN:
The purpose of the 1996 Employee Stock Purchase Plan of ANSYS Inc. and
Subsidiaries (the "Plan"), which became effective August 1, 1996, is to provide
eligible employees of ANSYS Inc. and certain of its subsidiaries (the "Company")
with opportunities to purchase shares of common stock upon favorable terms. The
aggregate maximum number of shares that may be issued under the Plan is 210,000
shares of common stock, subject to adjustments for changes in the Company's
capitalization. The Plan is administered by the Compensation Committee of the
Board of Directors (the "Compensation Committee").
Participation in the Plan is voluntary. Offerings under the Plan commence on
each February 1 and August 1 and have a duration of six months. The Compensation
Committee may establish a different period of six months or less for any
offering. Generally, all employees who are employed for more than 20 hours per
week as of the first day of the applicable offering period are eligible to
participate in the Plan. An employee who owns or is deemed to own shares of
stock representing in excess of 5% of the combined voting power of all classes
of stock of the Company may not participate in the Plan.
During each offering, an eligible employee may purchase shares under the Plan by
authorizing payroll deductions of up to 10% per pay period to be deducted from
such employee's total cash compensation. The maximum number of shares which may
be purchased by any participating employee during any offering period is limited
to 960 shares (as adjusted by the Compensation Committee from time to time).
Unless the employee has previously withdrawn from the offering, such employee's
accumulated payroll deductions will be used to purchase common stock at a price
equal to 85% of the fair market value of the common stock on the first or last
day of the offering period, whichever is lower. The Company will contribute the
remaining 15% of the fair market value of the common stock. Under applicable tax
rules, an employee may purchase no more than $25,000 worth of common stock in
any calendar year.
36
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Administrative Expenses:
The Company pays all expenses incident to the operation of the Plan, including
the costs of record keeping, accounting fees, legal fees, the costs of delivery
of stock certificates to participants and the costs of shareholder
communications. The Company does not pay any expenses, brokers' or other
commissions or taxes incurred in connection with the purchases of common stock,
or the sale of shares of common stock.
Use of Estimates:
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the plan
administrator to make estimates and assumptions that affect certain reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements. Estimates may also affect
the changes in Plan equity during the reporting period. Actual results may
differ from those estimates.
Securities Transactions:
Securities transactions are accounted for on the date the securities are issued,
which is generally the last day of each six-month offering period. Securities
are issued directly by the Company from shares held in treasury or unissued
shares designated for the Plan, and a corresponding liability from the Plan to
the Company is recorded. This liability is typically settled in the month
following the close of each six-month offering period. The Plan does not hold
any securities or other deposits as temporary investments. Shares issued during
the plan years ended January 31, 2003, 2002 and 2001 were 22,854, 23,374 and
19,630, respectively.
Participant contributions which result from the inability to purchase a
fractional share, under the terms of the Plan, are carried forward to the next
offering period.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Board
of Directors of ANSYS Inc. has duly caused this Annual Report to be signed on
behalf of the Plan by the undersigned hereunto duly authorized, on March 21,
2003.
ANSYS INC. AND SUBSIDIARIES
1996 EMPLOYEE STOCK PURCHASE PLAN
Date: March 21, 2003 By: /S/ James E. Cashman, III
---------------------------------------------------
James E. Cashman, III
President and Chief Executive Officer
Date: March 21, 2003 By: /S/ Maria T. Shields
---------------------------------------------------
Maria T. Shields
Chief Financial Officer,
Vice President, Finance and Administration
38