EXHIBIT 99
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM ll-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
As of January 31, 1998 and 1997
and for the periods February 1, 1997 through January 31, 1998
and 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)
ANSYS, INC. AND SUBSIDIARIES
1996 Employee Stock Purchase Plan
Index of Financial Statements
Page No.
--------
Statement of Net Assets as of January 31, 1998 and 1997 3
Statement of Changes in Net Assets for the periods
February l, l997 through January 31, 1998 and
August 1, 1996 through January 31, 1997 4
Notes to Financial Statements 5-6
Signature 7
ANSYS, INC. AND SUBSIDIARIES
1996 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF NET ASSETS
January 31, 1998 and 1997
1998 1997
---- ----
NET ASSETS:
Cash $ 11,210 $ 13,809
Investments:
ANSYS, Inc.
Common Stock 472,998 185,098
--------------------
Net assets $484,208 $198,907
====================
The accompanying notes are an integral part of the financial statements.
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ANSYS, INC. AND SUBSIDIARIES
1996 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF CHANGES IN NET ASSETS
for the periods
February 1, 1997 August 1, 1996
through through
January 31, 1998 January 31, 1997
---------------- ----------------
ADDITIONS:
Contributions:
Employee $269,362 $181,514
Employer 54,818 27,765
------------------------------------
Total additions 324,180 209,279
------------------------------------
DEDUCTIONS:
Withdrawals by participants 38,879 10,372
------------------------------------
Total deductions 38,879 10,372
------------------------------------
Net increase 285,301 198,907
Net assets, beginning of period 198,907 --
------------------------------------
Net assets, end of period $484,208 $198,907
====================================
The accompanying notes are an integral part of the financial statements.
24
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 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 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.
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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, 1998 and 1997 consisted
solely of ANSYS, Inc. Common Stock as follows:
January 31, 1998 January 31, 1997
---------------- ----------------
Number of Shares 51,730 19,484
Cost $472,998 $185,098
Fair Value $472,998 $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
24, 1998.
ANSYS, INC. AND SUBSIDIARIES
1996 EMPLOYEE STOCK PURCHASE PLAN
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
-----------------------------------------------
John M. Sherbin II
Chief Financial Officer, Senior Vice President,
Finance and Administration, Secretary
27