EXHIBIT 99
1996 STOCK PURCHASE PLAN ANNUAL REPORT ON FORM 11-K
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 (FEE REQUIRED)
For the period August 1, 1996 through January 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
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)
1
ANSYS, INC. AND SUBSIDIARIES
1996 Employee Stock Purchase Plan
Index of Financial Statements
Page No.
--------
Report of Independent Accountants 3
Statement of Net Assets as of January 31, 1997 4
Statement of Changes in Net Assets for the period
August 1, 1996 through January 31, 1997 5
Notes to Financial Statements 6-7
Signature 8
Exhibit 1:
Consent of Independent Accountants 9
2
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
ANSYS, Inc. and Subsidiaries:
We have audited the financial statements of the 1996 Employee Stock Purchase
Plan of ANSYS, Inc. and Subsidiaries as of January 31, 1997 and for the period
August 1, 1996 through January 31, 1997 as listed in the accompanying index on
Page 2. 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.
We conducted our audit in accordance with generally accepted auditing standards.
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, the financial statements referred to above present fairly, in
all material respects, the net assets of the 1996 Employee Stock Purchase Plan
of ANSYS, Inc. and Subsidiaries as of January 31, 1997 and changes in net asset
for the period August 1, 1996 through January 31, 1997, in conformity with
generally accepted accounting principles.
/S/ Coopers & Lybrand L.L.P.
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Coopers & Lybrand L.L.P.
Pittsburgh, Pennsylvania
March 18, 1997
3
ANSYS, INC. AND SUBSIDIARIES
1996 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF NET ASSETS
January 31, 1997
NET ASSETS:
Cash...................................................... $ 13,809
Investments:
ANSYS, Inc.
Common Stock........................................... 185,098
--------
Net assets...................................... $198,907
========
The accompanying notes are an integral part of the financial statements.
4
ANSYS, INC. AND SUBSIDIARIES
1996 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF CHANGES IN NET ASSETS
for the period
August 1, 1996 through January 31, 1997
ADDITIONS:
Contributions:
Employee............................................... $181,514
Employer............................................... 27,765
--------
Total additions................................. $209,279
--------
DEDUCTIONS:
Withdrawals by participants................................ 10,372
--------
Total deductions................................. 10,372
--------
Net increase............................................... 198,907
Net assets, beginning of period............................ --
--------
Net assets, end of period.................................. $198,907
========
The accompanying notes are an integral part of the financial statements.
5
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
the eligible employee 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 for which options 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 will 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 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 on the last
business day of the period 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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The financial statements have been prepared in accordance with generally
accepted accounting principles. The following are the significant accounting
policies followed by the Plan:
Investment Valuation:
Investments, which consist solely of ANSYS, Inc. Common Stock, are carried at
fair value by reference to the closing market quotations as reported on the
National Association of Securities Dealers Automated Quotations System (NASDAQ).
Income Recognition:
Purchases are recorded on a trade date basis. The Plan presents in the
Statement of Changes in Net Assets the net appreciation in the fair value of its
investments which consists of the realized gains or losses and the unrealized
appreciation (depreciation) on these investments.
6
ANSYS, INC. AND SUBSIDIARIES
1996 EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
(CONTINUED)
----------
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued):
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 delivery of shareholder
communications. The Company does not pay any expenses, broker's 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 generally accepted
accounting principles requires the plan administrator to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results may differ from those estimates.
3. INVESTMENTS:
As required under the Plan, investments at January 31, 1997 consisted solely of
ANSYS, Inc. Common Stock as follows:
Number of Shares........................ 19,484
Cost.................................... $185,098
Fair Value.............................. $185,098
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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
26, 1997.
ANSYS, INC. AND SUBSIDIARIES
1996 EMPLOYEE STOCK PURCHASE PLAN
Date: March 26, 1997 By: /S/ Peter J. Smith
--------------------------------------------
Peter J. Smith
Chairman, President and Chief
Executive Officer
Date: March 26, 1997 By: /S/ John M. Sherbin
--------------------------------------------
John M. Sherbin II
Chief Financial Officer,
Vice President, Finance and
Administration, Secretary
8
EXHIBIT 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of
ANSYS, Inc. and Subsidiaries on Form S-8, 1996 Employee Stock Purchase Plan
(Registration No. 333-4278), of our report dated March 18, 1997, on our audit
of the financial statements of ANSYS, Inc. and Subsidiaries 1996 Employee Stock
Purchase Plan as of January 31, 1997, and for the period August 1, 1996 through
January 31, 1997, which report is included in this Annual Report on Form 11-K.
/s/ Coopers & Lybrand L.L.P.
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Coopers & Lybrand L.L.P.
Pittsburgh, Pennsylvania
March 26, 1997
9