UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the Fiscal Year Ended December 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission file number: 0-20853
ANSYS, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 04-3219960
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
275 Technology Drive, Canonsburg, PA 15317
(Address of principal executive offices) (Zip Code)
724-746-3304
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None None
(Title of each class) (Name of exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share
(Title of class)
Indicate by a check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by a check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in PART III of this Form 10-K, or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the closing sale price of the Common Stock on March 18,
1998 as reported on the Nasdaq National Market, was approximately $64,648,479.
Shares of Common Stock held by each officer and director and by each person
who owns 5% or more of the outstanding Common Stock have been excluded in that
such persons may be deemed to be affiliates. This determination of affiliate
status is not necessarily a conclusive determination for other purposes.
The number of shares of the Registrant's Common Stock, par value $.01 per
share, outstanding as of March 18, 1998 was 16,309,776 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the fiscal year ended
December 31, 1997 are incorporated by reference into Parts I, II and IV.
Portions of the Proxy Statement for the Registrant's 1998 Annual Meeting of
Stockholders to be held on May 6, 1998 are incorporated by reference into Part
III.
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Important Factors Regarding Future Results
Information provided by ANSYS, Inc. ("the Company), including information
contained in this Annual Report on Form 10-K, or by its spokespersons may from
time to time contain forward-looking statements concerning such matters as
projected financial performance, market and industry segment growth, product
development and commercialization or other aspects of future operations. Such
statements, made pursuant to the safe harbor established by the securities laws,
are based on the assumptions and expectations of the Company's management at the
time such statements are made. The Company cautions investors that its
performance (and, therefore, any forward-looking statements) is subject to risks
and uncertainties. Various important factors, including but not limited to those
discussed herein, may cause the Company's future results to differ materially
from those projected in any forward-looking statement. Important information
about the basis for those assumptions is contained in "Important Factors
Regarding Future Results" included in Item 7, "Management's Discussion and
Analysis of Financial Condition and Results of Operations," incorporated by
reference to pages 12 through 17 of the Company's 1997 Annual Report to
Stockholders. All information presented is as of December 31, 1997 unless
otherwise indicated.
PART I
ITEM 1: BUSINESS
ANSYS, Inc. develops, markets and supports software solutions for design
analysis and optimization. Engineering analysts and design engineers use the
Company's software to accelerate product time to market, reduce production
costs, improve engineering processes and optimize product quality and safety for
a variety of manufactured products. The ANSYS product family features open,
flexible architecture that permits easy integration into its customers'
enterprise-wide engineering systems.
Since its founding in 1970 as Swanson Analysis Systems, Inc. ("Swanson
Analysis"), the Company has become a technology leader in the market for
computer-aided engineering ("CAE") analysis software. The Company has
longstanding relationships with customers in many industries, including
automotive, aerospace and electronics. Using the Company's products, engineers
can construct computer models of structures, compounds, components or systems to
simulate performance conditions and physical responses to varying levels of
stress, pressure, temperature and velocity. This helps reduce the time and
expense of physical prototyping and testing.
The Company's product line ranges from ANSYS/Multiphysics, a sophisticated
multi-disciplinary CAE tool for engineering analysts, to its DesignSpace(R)
products, innovative computer-aided design ("CAD")-integrated design
optimization products for design engineers. The Company's individual design and
analysis software programs, all of which are included in the ANSYS/Multiphysics
program, are available as subsets or standalone products. The Company's
multiphysics products comprise the core of its business and accounted for
substantially all of the Company's revenue in 1997, 1996 and 1995. The Company's
CAD integration products provide design optimization tools for use directly
within a particular CAD product. CAD integration products are accessed from the
graphical user interface of, and operate directly on the geometry produced
within, the CAD product. The output from these programs may be read into any of
the products in the ANSYS product family. The Company's product family features
a unified database, a wide range of analysis functionality, a consistent, easy-
to-use graphical user interface, support for multiple hardware platforms and
operating systems (including Windows 95, Windows NT and Unix), effective user
customization tools and integration with leading CAD systems. The Company's
products are developed using the Company's ISO 9001-certified quality system.
The Company markets its products principally through its global network of 36
independent regional ANSYS Support Distributors ("ADSs"), which have 64 offices
in 31 countries.
PRODUCT DEVELOPMENT
The Company makes significant investments in research and development and
emphasizes a policy of accelerated new product releases. The Company's product
development strategy centers on ongoing development and innovation of new
technologies to increase productivity and provide solutions that customers can
integrate into enterprise-wide engineering systems. The Company's product
development efforts focus on extensions of the ANSYS product family with new
functional modules, further integration with CAD products and the development of
new products based on object-oriented technology. The Company's products run on
the most widely used
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engineering computing platforms and operating systems, including Windows 95,
Windows NT and most UNIX workstations, as well as on supercomputers such as the
Cray.
During 1997, the Company achieved the following with respect to major product
development activities and releases:
. The release of ANSYS 5.4, a new and enhanced version of the Company's flagship
multiphysics product, and all component products. Major enhancements in this
release included improved robustness and usability, improved meshing
capabilities, newly added two-dimensional (2D) and 3D rigid-to-flexible
contact capabilities which increase the solution power of ANSYS software for
highly nonlinear analyses.
. ANSYS/ProFEA and ANSYS Connection for Pro/ENGINEER enhancement releases were
available subsequent to Parametric Technology Corporation's ("Parametric
Technology") release of its new versions of Pro/ENGINEER. These products
enable users to access Pro/ENGINEER geometry directly from ANSYS products.
. The Company released commercial versions of DesignSpace(R) 3.0. These products
are developed using a C++ object-oriented product development environment.
The DesignSpace(R) products improve the effectiveness of product development
by giving engineers a sounding board inside Autodesk's Mechanical Desktop(TM)
and SolidWorks(R). The software allows engineers to quickly and easily
simulate design performance and provides tighter integration between design
and analysis, as well as enhanced solving capabilities and parametric support.
The Company's total research and development expense was $11.0 million, $9.8
million and $8.3 million in 1997, 1996 and 1995, or 21.8%, 20.8% and 21.0% of
total revenue, respectively. As of December 31, 1997, the Company's product
development staff consisted of 99 full time employees, most of whom hold
advanced degrees and have industry experience in engineering, mathematics,
computer science or related disciplines.
The Company uses multi-functional teams to develop its products and develops
them simultaneously on multiple platforms to reduce subsequent porting costs. In
addition to developing source code, these teams create and perform highly
automated software verification tests; develop on-line documentation and help
for the products; implement development enhancement tools, software
configuration management and product licensing processes; and conduct regression
tests of ANSYS products for all supported platforms.
PRODUCT QUALITY
During 1997, the Company continued to maintain ISO 9001 certification for its
quality system. This standard applies to all of the Company's commercial
software products and covers all product-related activities, from establishing
product requirements to customer service practices and procedures. The ISO
certification has also been extended to ANSYS Customer Services.
In accordance with its ISO 9001 certification for its quality system, the
Company's employees perform all product development and support tasks according
to predefined quality plans, procedures and work instructions. These plans
define for each project the methods to be used, the responsibilities of project
participants and the quality objectives to be met. To ensure that the Company
meets or surpasses the IS0 9001 standards, the Company establishes quality plans
for all products and services, subjects product designs to multiple levels of
testing and verification, and selects development subcontractors in accordance
with processes established under the Company's quality system.
SALES AND MARKETING
The Company distributes its multiphysics products and services primarily through
its global ASD network. This network provides the Company with a cost-effective,
highly specialized channel of distribution and technical support. Approximately
97% of the Company's revenue in 1997 was derived through the ASDs. All software
licenses for the Company's products are directly between the Company and the end
user.
At December 31, 1997, the ASD network consists of 36 independent distributors in
64 locations in 31 countries, including 16 in North America, eight in Europe, 11
in the Asia Pacific Region and one in Brazil. The ASDs sell ANSYS and
DesignSpace(R) products to new customers, expand installations within the
existing customer base, offer
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consulting services and provide the first line of ANSYS technical support. The
Company's ASD certification process helps to ensure that each ASD has the
capacity on an ongoing basis to adequately represent the Company's product line
and provide an acceptable level of services and consultation.
The Company also has a sales management infrastructure in place to work with the
ASDs to develop a more focused sales approach and to implement a worldwide major
account strategy. As of December 31, 1997, the Company's sales management
organization consisted of a North American Vice President of Sales, supported by
four Regional Sales Directors and three Major Account Representatives, and an
International Vice President of Sales, supported by a European Managing Director
and five Regional Sales Directors.
During 1997, the Company expanded its investment in its global sales and
marketing organization through the establishment of strategic sales offices in
the United Kingdom, Michigan and Japan. In total, these offices employ
approximately twelve persons who are responsible for the implementation of sales
and marketing initiatives in those geographic areas designed to support the
Company's overall revenue growth and market share expansion strategies.
During 1997, the Company also continued its efforts to expand the reseller
channel for its CAD integrated products because these products are sold
primarily to design engineers rather than engineering analysts. This channel
compliments the ASD network by establishing a broader user base for the
Company's CAD integrated products. As of December 31, 1997, the Company had
signed agreements with 121 resellers. All resellers are required to meet the
Company's standards for sales and customer support by ensuring they have
appropriately trained marketing and technical personnel.
The Company's products have an installed base of approximately 45,000 seats at
commercial sites and approximately 76,000 seats at university sites worldwide.
The Company's products are utilized by organizations ranging in size from small
consulting firms to the world's largest industrial companies. No single customer
accounted for more than 1.7% of the Company's revenue in fiscal 1997.
Information with respect to foreign and domestic revenues may be found in Note
15 to the Consolidated Financial Statements and the section entitled
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" of the Annual Report to Stockholders for the year ended December 31.
1997 ("1997 Annual Report to Stockholders"), which financial statements are
included in Exhibit 13.1 to this Annual Report on Form 10-K and incorporated
herein by reference.
Additionally, countries in the Asia Pacific region, including Japan, have
recently experienced weaknesses in their currency, banking and equity markets.
These weaknesses could adversely affect consumer demand for the Company's
products and ultimately the Company's financial position or results of
operations.
STRATEGIC ALLIANCES AND MARKETING RELATIONSHIPS
The Company has established and continues to pursue strategic alliances with
advanced technology suppliers and marketing relationships with hardware vendors,
specialized application developers and CAD providers. The Company believes these
relationships allow it to accelerate the incorporation of advanced technology
into the ANSYS product family, gain access to important new markets, expand the
Company's sales channel, develop specialized product applications and provide
direct integration with leading CAD systems.
One such example is the Company's software license agreement with Livermore
Software Corporation under which Livermore has provided LS/DYNA software for
explicit dynamics solutions used in applications such as crash test simulation
in the automotive and other industries. Under this arrangement, Livermore
assists in the integration of the LS/DYNA software with the Company's pre- and
postprocessing capabilities and provides updates and problem resolution in
return for a share of revenue from sales of ANSYS/LS-DYNA.
The Company has technical and marketing relationships with leading CAD vendors,
such as Parametric Technology, Autodesk, Computervision, Intergraph,
EDS/Unigraphics, SolidWorks and Dassault Systemes, to provide direct links
between the vendors' CAD packages. These links facilitate the transfer of
electronic data models between the CAD system and ANSYS products.
The Company has established relationships with leading suppliers of computer
hardware, including Hewlett-Packard, Compaq, Silicon Graphics/Cray, Sun
Microsystems, Intergraph, IBM and Intel. The relationships typically
4
provide the Company with joint marketing and advertising, Internet links with
the hardware partner's home page and reduced equipment costs.
The Company's Enhanced Solution Provider Program actively encourages specialized
developers of niche software solutions to use ANSYS as a development platform
for their applications. For example, Silverado Software and Consulting uses the
Company's API to develop Silverado's vertical drop shock application that
simulates the dropping of products onto an unyielding surface, such as an
electronic appliance onto concrete. Other Enhanced Solution Providers include
COMET Acoustics, which uses ANSYS/PrepPost to run its acoustic solver for the
automobile industry, and AC Technologies, which provides an interface to ANSYS
in connection with its plastic injection mold flow analysis product. In many
cases, the sale of the Enhanced Solution Providers' products is accompanied by
the sale of an ANSYS product.
COMPETITION
The CAD, CAE and computer-aided manufacturing ("CAM") markets are intensely
competitive. In the traditional CAE market, the Company's primary competitors
include MacNeal-Schwendler Corporation, Hibbitt, Karlsson and Sorensen, Inc. and
MARC Analysis Research Corporation. The Company also faces competition from
smaller vendors of specialized analysis applications in fields such as
computational fluid dynamics. In addition, certain integrated CAD suppliers such
as Parametric Technology and Structural Dynamics Research Corporation provide
varying levels of design analysis and optimization and verification capabilities
as part of their product offerings.
The entrance of new competitors would be likely to intensify competition in all
or a portion of the overall CAD, CAE and CAM market. Some of the Company's
current and possible future competitors have greater financial, technical,
marketing and other resources than the Company, and some have well-established
relationships with current and potential customers of the Company. It is also
possible that alliances among competitors may emerge and rapidly acquire
significant market share or that competition will increase as a result of
software industry consolidation. Increased competition may result in price
reductions, reduced profitability and loss of market share, any of which would
materially adversely affect the Company's business, financial condition and
results of operations.
The Company believes that the principal competitive factors affecting its market
include product features and functionality, such as ease of use; flexibility;
quality; ease of integration into CAD systems; file compatibility across
computer platforms; range of supported computer platforms; performance; price
and cost of ownership; customer service and support; company reputation and
financial viability; and effectiveness of sales and marketing efforts. Although
the Company believes that it currently competes effectively with respect to such
factors, there can be no assurance that the Company will be able to maintain its
competitive position against current and potential competitors. There also can
be no assurance that CAD software companies will not develop their own analysis
software, acquire analysis software from companies other than the Company or
otherwise discontinue their relationships with the Company. If any of these
events occurred, the Company's business, financial condition and results of
operations could be materially adversely affected.
PROPRIETARY RIGHTS AND LICENSES
The Company regards its software as proprietary and relies on a combination of
trade secret, copyright and trademark laws, license agreements, nondisclosure
and other contractual provisions and technical measures to protect its
proprietary rights in its products. The Company distributes its ANSYS software
under software license agreements that grant customers nonexclusive licenses for
the use of the Company's products, which are typically nontransferable. Although
the Company distributes its products primarily through the ASDs, licenses of the
Company's products are directly between the Company and end users. Use of the
licensed software is usually restricted to the customer's internal operations on
designated computers at specified sites unless the customer obtains a site
license for their use of the software. Software and hardware security measures
are also employed to prevent unauthorized use of the Company's software, and the
licensed software is subject to terms and conditions prohibiting unauthorized
reproduction of the software. Customers may either purchase a paid-up perpetual
license of the technology with the right to purchase annually ongoing
maintenance, support and updates, or may lease the product on an annual basis
for a fee which includes the license, maintenance, support and upgrades.
For certain software such as DesignSpace(R) and ANSYS/ED, the Company primarily
relies on "shrink-wrapped" licenses that are not signed by licensees and
therefore may be unenforceable under the laws of certain jurisdictions.
5
The Company also seeks to protect the source code of its software as a trade
secret and as unpublished copyrighted work. The Company has obtained a federal
trademark protection for ANSYS and a number of other trademarks and logos. The
Company has also obtained trademark registrations of ANSYS in a number of
foreign countries and is in the process of seeking such registration in other
foreign countries.
Most employees of the Company have signed a Covenant Agreement under which they
have agreed not to disclose trade secrets or confidential information or to
engage in or become connected with any business which is competitive with the
Company anywhere in the world while employed by the Company (and in some cases
for specified periods thereafter), and that any products or technology created
by them during their term of employment is the property of the Company. In
addition, the Company requires all ASDs to enter into agreements not to disclose
the Company's trade secrets and other proprietary information.
Despite these precautions, there can be no assurance that misappropriation of
the Company's technology will not occur. Further, there can be no assurance that
copyright and trade secret protection will be available for the Company's
products in certain countries, or that restrictions on competition will be
enforceable.
The software development industry is characterized by rapid technological
change. Therefore, the Company believes that factors such as the technological
and creative skills of its personnel, new product developments, frequent product
enhancements, name recognition and reliable product maintenance are more
important to establishing and maintaining a technology leadership position than
the various legal protections of its technology which may be available.
The Company is not aware that any of its products infringe the proprietary
rights of third parties. There can be no assurance, however, that third parties
will not claim in the future such infringement by the Company or its licensers
or licensees with respect to current or future products. The Company expects
that software product developers will increasingly be subject to such claims as
the number of products and competitors in the Company's market segment grows and
the functionality of products in different market segments overlaps. Any such
claims, with or without merit, could be time-consuming, result in costly
litigation, cause product shipment delays or require the Company to enter into
royalty or licensing agreements. Such royalty or licensing agreements, if
required, may not be available on terms acceptable to the Company.
BACKLOG
The Company generally ships its products within 30 days after acceptance of an
order and execution of a software license agreement. Accordingly, the Company
does not believe that its backlog at any particular point in time is indicative
of future sales levels.
EMPLOYEES
As of December 31, 1997, the Company had 243 full time employees. At that date,
there were also approximately six contract personnel and co-op students
providing development services and technical support on an ongoing basis. The
Company believes that its relationship with its employees is good.
ITEM 2: PROPERTIES
The Company's executive offices and those related to product development,
marketing, production and administration are located in a 107,000 square foot
office facility in Canonsburg, Pennsylvania, which is leased for an annual rent
of approximately $1,227,000. The Company also leases office space in various
locations throughout the world. ANSYS' foreign subsidiary leases office space
for its operations. The Company owns substantially all equipment used in its
facilities. Management believes that its facilities allow for sufficient space
to support not only its present needs, but also allow for expansion and growth
as the business may require in the foreseeable future.
ITEM 3: LEGAL PROCEEDINGS
None.
6
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of fiscal year 1997.
PART II
ITEM 5: MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The information required by this Item is incorporated by reference to page 35
and the section captioned "Corporate Information" appearing in the Company's
1997 Annual Report to Stockholders.
ITEM 6: SELECTED FINANCIAL DATA
The information required by this Item is incorporated by reference to page 1 of
the Company's 1997 Annual Report to Stockholders.
ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required by this Item is incorporated by reference to pages 12
through 17 of the Company's 1997 Annual Report to Stockholders, including the
Important Factors Regarding Future Results.
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is incorporated by reference to pages 18
through 34 of the Company's 1997 Annual Report to Stockholders.
ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information concerning the Company's directors and executive officers
required by this Item is incorporated by reference to the Company's 1998 Proxy
Statement and is set forth under "Information Regarding Directors" and
"Information Regarding Executive Officers" therein.
ITEM 11: EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference to the
Company's 1998 Proxy Statement and is set forth under "Executive Compensation"
therein.
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is incorporated by reference to the
Company's 1998 Proxy Statement and is set forth under "Principal and Management
Stockholders" therein.
7
ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated by reference to the
Company's 1998 Proxy Statement and is set forth under "Certain Transactions"
therein.
PART IV
ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents Filed as Part of this Annual Report on Form 10-K:
1. Financial Statements. The following Consolidated Financial Statements of
ANSYS, Inc. and Report of Coopers & Lybrand L.L.P., Independent
Accountants, are incorporated by reference to pages 18 through 33 of the
Registrant's 1997 Annual Report to Stockholders:
-Report of Coopers & Lybrand L.L.P., Independent Accountants
-Consolidated Balance Sheets as of December 31, 1997 and 1996
-Consolidated Statements of Operations for the years ended December
31, 1997, 1996 and 1995
-Consolidated Statements of Cash Flows for the years ended December
31, 1997, 1996 and 1995
-Consolidated Statements of Stockholders' Equity for the years ended
December 31, 1997, 1996 and 1995
-Notes to Consolidated Financial Statements
2. Financial Statement Schedules. The following financial statement schedule
for ANSYS, Inc. is filed on page 12 of this Annual Report and should be
read in conjunction with the Consolidated Financial Statements of ANSYS,
Inc.
Schedule II - Valuation and Qualifying Accounts
Schedules not listed above have been omitted because they are not
applicable or are not required or the information required to be set
forth therein is included in the Consolidated Financial Statements or
Notes thereto.
3. Exhibits:
The Exhibits listed on the accompanying Exhibit Index immediately
following the financial statement schedules are filed as part of, or
incorporated by reference into, this Annual Report.
(b) Reports on Form 8-K:
The Registrant did not file any reports on Form 8-K during the last quarter of
the period covered by this Annual Report.
(c) Exhibits
The Company hereby files as part of this Annual Report on Form 10-K the Exhibits
listed in the attached Exhibit Index on page 10 of this Annual Report.
(d) Financial Statement Schedules
The Company hereby files as part of this Annual Report on Form 10-K the
financial statement schedule listed in Item 14(a)2 as set forth above.
8
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ANSYS, Inc.
Date: March 24, 1998 By: /S/ Peter J. Smith
---------------------------------------------
Peter J. Smith
Chairman, President and Chief Executive Officer
Date: March 24, 1998 By: /S/ John M. Sherbin II
---------------------------------------------
John M. Sherbin II
Chief Financial Officer, Senior vice President,
Finance and Administration, Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Peter J. Smith and John M. Sherbin II, joint and
severally, his or her attorneys-in-fact, each with the power of substitution,
for such person in any and all capacities, to sign any amendments to this Report
on Form 10-K, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or substitute
or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities and Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated below.
Signature Title Date
--------- ----- ----
/S/ Peter J. Smith Chairman of the Board of Directors, March 24, 1998
- ------------------- President and Chief Executive Officer
Peter J. Smith (Principal Executive Officer)
/S/ John M. Sherbin II Chief Financial Officer, Senior Vice March 24, 1998
- ----------------------- President, Finance and Administration;
John M. Sherbin II Secretary (Principal Financial Officer
and Accounting Officer)
/S/ Dr. John A. Swanson Chief Technologist and Director March 24, 1998
- -----------------------
Dr. John A. Swanson
/S/ Jacqueline C. Morby Director March 24, 1998
- -----------------------
Jacqueline C. Morby
/S/ Roger B. Kafker Director March 24, 1998
- -----------------------
Roger B. Kafker
/S/ Gary B. Eichhorn Director March 24, 1998
- -----------------------
Gary B. Eichhorn
/S/ Roger J. Heinen, Jr. Director March 24, 1998
- -----------------------
Roger J. Heinen, Jr.
/S/ John F. Smith Director March 24, 1998
- -----------------------
John F. Smith
9
EXHIBIT INDEX
-------------
Exhibit No. Exhibit
- ----------- -------
3.1 Restated Certificate of Incorporation of the Company (filed as
Exhibit 3.1 to the Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1996 and incorporated herein by reference).
3.2 By-laws of the Company (filed as Exhibit 3.3 to the Company's
Registration Statement on Form S-1 (File No. 333-4278) and
incorporated herein by reference).
10.1 1994 Stock Option and Grant Plan, as amended (filed as Exhibit 10.1
to the Company's Registration Statement on Form S-1 (File No. 333-
4278) and incorporated herein by reference).*
10.2 1996 Stock Option and Grant Plan, as amended (filed as Exhibit 10.1
to the Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 1996 and incorporated herein by reference).*
10.3 1996 Stock Purchase Plan, as amended (filed as Exhibit 10.2 to the
Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
1996 and incorporated herein by reference).*
10.4 Investment and Stockholders' Agreement dated as of February 7, 1994
by and among SAS Acquisition Corp., SAS Software, Inc. and Dr. John
Swanson, the TA Investors (as defined) and Marcia S. Morton, as
amended (filed as Exhibit 10.5 to the Company's Registration
Statement on Form S-1 (File No. 333-4278) and incorporated herein
by reference).*
10.5 Investment Agreement among SAS Holdings, Inc., the Present
Investors (as defined), Peter J. Smith and the Parametric Investors
(as defined) dated July 8, 1994, as amended (filed as Exhibit 10.6
to the Company's Registration Statement on Form S-1 (File No. 333-
4278) and incorporated herein by reference).
10.6 Employment Agreement among the Registrant, a subsidiary of the
Registrant and Dr. John A. Swanson dated February 7, 1994 (filed as
Exhibit 10.7 to the Company's Registration Statement on Form S-1
(File No. 333-4278) and incorporated herein by reference).*
10.7 Incentive Stock Option Agreement between the Registrant and Dr.
John A. Swanson dated March 14, 1994, as amended (filed as Exhibit
10.8 to the Company's Registration Statement on Form S-1 (File No.
333-4278) and incorporated herein by reference).*
10.8 Agreement Regarding Inventions, Confidentiality and Competitive
Activities between the Registrant, subsidiaries of the Registrant
and Dr. John A. Swanson dated February 7, 1994 (filed as Exhibit
10.9 to the Company's Registration Statement on Form S-1 (File No.
333-4278) and incorporated herein by reference).*
10.9 Employment Agreement between a subsidiary of the Registrant and
Peter J. Smith dated as of March 28, 1994 (filed as Exhibit 10.10
to the Company's Registration Statement on Form S-1 (File No. 333-
4278) and incorporated herein by reference).*
10.10 Restricted Stock Agreement between the Registrant and Peter J.
Smith dated July 12, 1994 (filed as Exhibit 10.11 to the Company's
Registration Statement on Form S-1 (File No. 333-4278) and
incorporated herein by reference).*
- ---------
* Indicates management contract or compensatory plan, contract or arrangement.
10
10.11 Pledge Agreement between the Registrant and Peter J. Smith dated
July 12, 1994 (filed as Exhibit 10.12 to the Company's Registration
Statement on Form S-1 (File No. 333-4278) and incorporated herein
by reference).*
10.12 Letter Agreement between a subsidiary of the Registrant and Peter
J. Smith dated July 12, 1994 (filed as Exhibit 10.13 to the
Company's Registration Statement on Form S-1 (File No. 333-4278)
and incorporated herein by reference).*
10.13 Promissory Note between the Registrant and Peter J. Smith dated
July 12, 1994, as amended (filed as Exhibit 10.14 to the Company's
Registration Statement on Form S-1 (File No. 333-4278) and
incorporated herein by reference).*
10.14 Restricted Stock Agreement between the Registrant and Peter J.
Smith dated February 29, 1996, as amended.*
10.15 Incentive Option Agreement between the Registrant and Peter J.
Smith dated February 29, 1996, as amended.*
10.16 Key-Man Executive Life Insurance Policies for Peter J. Smith and
Dr. John A. Swanson (filed as Exhibit 10.17 to the Company's
Registration Statement on Form S-1 (File No. 333-4278) and
incorporated herein by reference).
10.17 Lease between National Build to Suit Washington County, L.L.C. and
the Registrant for the Southpointe property (filed as Exhibit 10.19
to the Company's Registration Statement on Form S-1 (File No. 333-
4278) and incorporated herein by reference).
10.18 Registrant's Pension Plan and Trust, as amended (filed as Exhibit
10.20 to the Company's Registration Statement on Form S-1 (File No.
333-4278) and incorporated herein by reference).*
10.19 Form of Director Indemnification Agreement (filed as Exhibit 10.21
to the Company's Registration Statement on Form S-1 (File No. 333-
4278) and incorporated herein by reference).*
13.1 Annual Report to Stockholders for the fiscal year ended December
31, 1997 (which is not deemed to be "filed" except to the extent
that portions thereof are expressly incorporated by reference in
this Annual Report on Form 10-K); filed herewith.
21 Subsidiaries of the Registrant; filed herewith.
23.1 Report of Coopers & Lybrand L.L.P.; filed herewith.
23.2 Consent of Coopers & Lybrand L.L.P.; filed herewith.
24.1 Powers of Attorney. Contained in page 9 of this Annual Report on
Form 10-K and incorporated herein by reference.
27.1 Financial Data Schedule; filed herewith.
27.2 Financial Data Schedule Amendment 10Q296; filed herewith.
27.3 Financial Data Schedule Amendment 10Q396; filed herewith.
27.4 Financial Data Schedule Amendment 10K96; filed herewith.
27.5 Financial Data Schedule Amendment 10Q197; filed herewith.
27.6 Financial Data Schedule Amendment 10Q297; filed herewith.
27.7 Financial Data Schedule Amendment 10Q397; filed herewith.
99 1996 Stock Purchase Plan Annual Report on Form 11-K.
- ---------
* Indicates management contract or compensatory plan, contract or arrangement.
11
SCHEDULE II
ANSYS, INC.
Valuation and Qualifying Accounts
Balance at Deductions - Balance
Beginning Additions - Returns and at End
Description of Year Provisions Write-Offs of Year
- --------------------------------- ---------- ------------ ------------- ----------
Year ended December 31, 1997
Allowance for doubtful accounts $950,000 $1,435,000 $305,000 $2,080,000
Year ended December 31, 1996
Allowance for doubtful accounts $700,000 $560,000 $310,000 $950,000
Year ended December 31, 1995
Allowance for doubtful accounts $650,000 $ 58,000 $ 8,000 $700,000
12