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, 1999 and 1998
and for the periods February 1, 1998 through January 31, 1999,
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
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.
--------
Report of Independent Accountants 3
Statements of Financial Condition as of January 31, 1999 and 1998 4
Statements of Changes in Plan Equity for the Years Ended January 31, 1999 and 1998,
and for the period August 1, 1996 through January 31, 1997 5
Notes to Financial Statements 6-7
Signature 8
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, 1999 and 1998 and for the
years ended January 31, 1999 and 1998 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 audits.
We conducted our audits 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 audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the statements of financial condition of the 1996
Employee Stock Purchase Plan of ANSYS, Inc. and Subsidiaries as of January 31,
1999 and 1998, and changes in Plan equity for the years ended January 31, 1999
and 1998 and for the period August 1, 1996 through January 31, 1997, in
conformity with generally accepted accounting principles.
/s/ PricewaterhouseCoopers LLP
- -----------------------------------
PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
March 19, 1999
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ANSYS, INC. AND SUBSIDIARIES
1996 EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF FINANCIAL CONDITION
January 31, 1999 and 1998
1999 1998
_______________________
ASSETS:
Cash $ 95,661 $ 128,961
_______________________
Total assets $ 95,661 $ 128,961
=======================
Liabilities and Plan equity:
ANYS, Inc. Stock Due
To Participants $ 95,081 $ 117,751
_______________________
Total liabilities 95,081 117,751
Plan equity 580 11,210
_______________________
Total liabilities and Plan equity $ 95,661 $ 128,961
=======================
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 periods
February 1, 1998 February 1, 1997 August 1, 1996
through through through
January 31, 1999 January 31, 1998 January 31, 1997
-----------------------------------------------------------------------
ADDITIONS:
Contributions:
Employee $ 162,259 $ 255,553 $ 181,514
Employer 36,187 45,621 27,765
------------ --------- ---------
Total additions 198,446 301,174 209,279
DEDUCTIONS:
Stock distributions 186,845 449,992 --
Participant withdrawals 22,231 38,879 10,372
------------ --------- ---------
Total deductions 209,076 488,871 10,372
------------ --------- ---------
Net (decrease) increase in Plan equity (10,630) (187,697) 198,907
Plan equity, beginning of period 11,210 198,907 --
------------ --------- ---------
Plan equity, end of period $ 580 $ 11,210 $ 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
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 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 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.
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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 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 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.
Reclassifications:
Certain prior year balances have been reclassified to conform with the current
year presentation. The financial statements have been classified to reflect the
obligation for stock distributions due to participants as of the plan year end
as a liability.
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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 authorzized, on March 22,
1999.
ANSYS, INC. AND SUBSIDIARIES
1996 EMPLOYEE STOCK PURCHASE PLAN
Date: March 22, 1999 By: /S/ Peter J. Smith
-------------------------------------
Peter J. Smith
Chairman, President and Chief
Executive Officer
Date: March 22, 1999 By: /S/ Maria T. Shields
-------------------------------------
Maria T. Shields
Chief Financial Officer,
Vice President, Finance and
Administration
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