UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
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Check the appropriate box:
[ ] Preliminary Proxy Statement
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Rule 14a-6(e) (2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11c or Section 240.14a-12
Ansoft Corporation
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(Name of Registrant as Specified in the Charter)
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ANSOFT CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, OCTOBER 7, 2004
To Our Stockholders:
The Annual Meeting of Stockholders (the "Annual Meeting") of Ansoft
Corporation, a Delaware corporation (the "Company"), will be held on Thursday,
October 7, 2004, at 9:00 a.m., local time, at the Sheraton Hotel, 7 Station
Square Drive, Pittsburgh, Pennsylvania 15219-1119, for the following purposes:
1. To elect five directors to serve on the Company's Board of Directors
until the 2005 Annual Meeting of Stockholders.
2. To transact such other business as may properly come before the
Annual Meeting and any and all adjournments and postponements
thereof.
NOTE: The Board of Directors is not aware of any other business to come
before the meeting.
The Board of Directors has fixed the close of business on August 30, 2004
as the record date for the determination of holders of the Company's common
stock entitled to notice of, and to vote at, the Annual Meeting and any
adjournment or postponement thereof.
The enclosed proxy is solicited by the Board of Directors of the Company.
Reference is made to the accompanying Proxy Statement for further information
with respect to the business to be transacted at the Annual Meeting, including
those items listed above.
You are cordially invited to attend the Annual Meeting in person. Whether
or not you plan to attend the Annual Meeting, please complete, sign, date and
return the enclosed proxy card promptly in the enclosed envelope. The return of
the enclosed proxy card will not affect your right to revoke your proxy or to
vote in person if you do attend the Annual Meeting.
By Order of the Board of Directors,
/s/ Nicholas Csendes
Nicholas Csendes
President and Chief Executive Officer
Pittsburgh, Pennsylvania
September 3, 2004
YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY SHARES YOU OWNED ON THE RECORD
DATE.
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE
IT, SIGN IT AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR
CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE TO THE COMPANY OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN MAILING YOUR PROXY PROMPTLY.
ANSOFT CORPORATION
FOUR STATION SQUARE, SUITE 200
PITTSBURGH, PA 15219-1119
PROXY STATEMENT
GENERAL INFORMATION
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Ansoft Corporation, a Delaware corporation
("Ansoft" or the "Company"), for use at the Company's 2004 Annual Meeting of
Stockholders (together with any and all adjournments and postponements thereof)
to be held on Thursday, October 7, 2004, at 9:00 a.m., local time, at the
Sheraton Hotel, 7 Station Square Drive, Pittsburgh, Pennsylvania 15219-1119, for
the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders. This proxy statement, together with the accompanying notice and
the enclosed proxy card, are first being sent to stockholders on or about
September 3, 2004.
GENERAL INFORMATION ABOUT VOTING
WHO CAN VOTE AT THE MEETING
You are entitled to vote your shares of Ansoft common stock if the records
of the Company show that you held your shares as of the close of business on
August 30, 2004. As of the close of business on August 30, 2004, there were a
total of 12,891,061 shares of common stock of the Company outstanding. Each
share of common stock has one vote on each matter properly brought before the
annual meeting. Abstentions may be specified as to all proposals to be brought
before the annual meeting other than the election of directors.
VOTING BY PROXY
Your shares can be voted at the annual meeting only if you are present in
person or if you are represented by proxy. If you properly execute and return
the enclosed proxy card prior to the annual meeting, your shares will be voted
in accordance with the instructions you marked on the proxy card. If you execute
and return the proxy card without providing voting instructions, your shares
will be voted as recommended by the Board of Directors.
If you are a beneficial owner of Ansoft common stock held by a broker,
bank or other nominee (i.e., in "street name") you will receive instructions
from your broker, bank or other nominee that you must follow in order to have
your shares voted.
ATTENDING THE ANNUAL MEETING
Beneficial owners will need proof of ownership to be admitted to the
annual meeting. A recent brokerage statement or letter from a bank or broker are
examples of proof of ownership. To vote your shares of Ansoft common stock held
in street name in person at the meeting, you will have to get a written proxy or
vote authorization in your name from the broker, bank or other nominee who holds
your shares.
REVOCATION OF PROXY
Your proxy may be revoked at any time prior to its exercise by attending
the annual meeting and voting in person, by notifying the Secretary of the
Company of such revocation in writing or by delivering a duly executed proxy
bearing a later date, provided that such notice or proxy is actually received by
the Company prior to the taking of any vote at the annual meeting. Attendance at
the annual meeting will not in itself constitute revocation of your proxy.
QUORUM; VOTES REQUIRED
The presence at the annual meeting, in person or by proxy, of shares of
common stock representing at least a majority of the total number of shares of
common stock entitled to vote will constitute a quorum for purposes of the
annual meeting. If you return valid proxy instructions or attend the meeting in
person, your shares will be counted for purposes of determining whether there is
a quorum. Shares represented by duly completed proxies submitted by nominee
holders on behalf of beneficial owners will be counted as present for purposes
of determining the existence of a quorum (even if some such proxies reflect
broker non-votes). In addition, abstentions will be counted as present for
purposes of determining the existence of a quorum.
For the election of directors, the five (5) nominees receiving the
greatest number of affirmative votes will be elected. Votes that are withheld
and broker non-votes will be treated as shares that neither are capable of being
voted nor have been voted and, accordingly, will have no effect either on the
minimum number of affirmative votes necessary or the outcome of the election of
directors. For all proposals other than for the election of directors, a
majority of the votes cast at the annual meeting are required for the adoption
of the proposal.
PROPOSAL 1
ELECTION OF DIRECTORS
The Amended and Restated Certificate of Incorporation (the "Certificate of
Incorporation") and the By-Laws of the Company provide that the number of
directors (which is to be not less than three) is to be determined from time to
time by resolution of the Board. The Board is currently comprised of seven
persons. The following three directors will not be standing for re-election:
Messrs. Miller, White and Rohde. Mr. Quast is standing for election as a new
director. Unless otherwise instructed, the proxy holders will vote the proxies
received by them for management's five nominees named below. In the event that
any nominee of the Company is unable or declines to serve as a director at the
time of the annual meeting, proxies will be voted for any nominee, if any, who
shall be designated by the present Board of Directors to fill the vacancy. It is
not expected that any nominee will be unable or decline to serve as a director.
The term of office of each person elected as a director will continue until the
next annual meeting of stockholders or until his successor has been elected and
qualified or until the earlier of his death, resignation, or removal. The Board
of Directors has determined that a majority of the director nominees are
independent in accordance with the listing standards and rules of the Nasdaq
Stock Market, Inc. ("Nasdaq").
The names of the nominees for the Board of Directors are set forth below.
Name Age Position Director Since
---- --- -------- --------------
Zoltan J. Cendes, Ph.D. 58 Chairman of the Board of 1984
Directors
Nicholas Csendes 60 Director, President, 1984
Chief Executive Officer
and Secretary
Peter Robbins (1) 62 Director 2001
John N. Whelihan (1) 60 Director 1996
Paul J. Quast (1) 50 Director ----
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(1) If elected, Messrs. Robbins, Whelihan and Quast will be appointed members of
the Compensation Committee and Audit Committee for the fiscal year 2005.
BACKGROUND OF DIRECTORS
Dr. Zoltan J. Cendes is a founder of Ansoft and has served as Chairman of
the Board of Directors of the Company and its chief research scientist since its
formation in 1984. Since 1982, Dr. Cendes has been a university professor in
electrical and computer engineering at Carnegie Mellon University. Dr. Cendes
has lectured throughout North America, Europe and Asia on the topic of
electromagnetics and finite element analysis and has published over 200
publications on these topics. Dr. Cendes directs the research efforts of Ansoft.
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Nicholas Csendes is a founder of Ansoft and has served as President, Chief
Executive Officer and Secretary since 1992 and a director since 1984. Mr.
Csendes was a senior investment officer with Sun Life of Canada, a major
international financial institution focusing on the sale of life insurance and
retirement products, for over 15 years. Since 1985, Mr. Csendes has been
involved with various public and private companies including a publicly-held
interactive software company.
Peter Robbins became a director in May 2001. From 1982 to 1999, Mr.
Robbins was a Senior Vice President of Franklin Portfolio Associates, and one of
its original founders. Franklin Portfolio Associates is an institutional asset
manager with over $15 billion under management. Mr. Robbins is a trustee and
investment committee member of the China Medical Board of New York, a foundation
that funds health related projects in China and parts of South-East Asia.
John N. Whelihan became a director of the Company in March 1996. From 1994
to 2003, Mr. Whelihan was Vice President of Sun Life of Canada, a major
international financial institution. Mr. Whelihan was in charge of U.S. private
placements. Mr. Whelihan is currently retired.
Paul J. Quast is a shareholder and the managing partner of the law firm
Bernick and Lifson, P.A., where he has extensive experience in tax, finance and
other business related issues. Mr. Quast is a graduate of the University of
Minnesota Law School and the University of Minnesota Business School and is a
certified public accountant.
All directors hold office until the next annual meeting of the
stockholders and until their successors have been elected and qualified.
Officers are appointed by the Board of Directors and serve at the discretion of
the Board. Dr. Zoltan J. Cendes and Mr. Nicholas Csendes are brothers. There are
no other family relationships between any of the directors or executive officers
of the Company.
THE BOARD RECOMMENDS VOTING FOR ALL OF THE NOMINEES LISTED ABOVE.
-------------------------------------------------
BACKGROUND OF EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Thomas A.N. Miller is a founder of Ansoft and served as a director between
1984 and 2004 and served as Chief Financial Officer from 1994 to May 1997. In
January 2001, Mr. Miller was appointed Executive Vice President of the Company.
Since 1985, Mr. Miller has been involved with various public and private
companies including a publicly-held interactive software company.
ADDITIONAL INFORMATION RELATING TO BOARD OF DIRECTORS AND COMMITTEES THEREOF
BOARD OF DIRECTORS AND COMMITTEE MEETINGS
The Board of Directors conducts business through meetings and the
activities of the Board and its committees, including taking actions by
unanimous written consent. The Board met three times during the fiscal year
2004. The Board has an Audit Committee and a Compensation Committee. Other than
Mr. Ulrich, no director attended fewer than 75% of the total number of meetings
of the Board and the meetings of any committee of the Board on which he served
during the fiscal year ended April 30, 2004.
DIRECTOR INDEPENDENCE
The Board of Directors reviewed each director's other affiliations and
relationships. The Board has affirmatively determined that each of Messrs.
Rohde, Whelihan and Robbins are independent in accordance with the listing
standards and rules of the Nasdaq, which are the director independence standards
adopted and applied by the Board of Directors. If elected, Mr. Quast will also
be independent in accordance with the listing standards and rules of the Nasdaq.
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AUDIT COMMITTEE
The Audit Committee of the Board of Directors provides assistance and
reports to the Board as a function of the Board's oversight of the Company's
accounting and system of internal controls, the quality and integrity of the
Company's financial reports and the independence and performance of the
Company's outside auditor. Currently and throughout fiscal year 2004, the Audit
Committee consists of John N. Whelihan, Ulrich L. Rohde and Jacob K. White. If
each is elected, the Audit Committee will consist of John N. Whelihan, Peter
Robbins and Paul Quast in fiscal year 2005. The Audit Committee met three times
during the fiscal year 2004. All members of the Audit Committee meet the special
standards of independence for audit committee membership in accordance with the
listing standards and rules of the Nasdaq. In addition, The Board of Directors
has determined that, if elected, Mr. Quast will be the "audit committee
financial expert" for purposes of the Securities and Exchange Commission's
rules. Acting under its charter adopted by the Board of Directors on August 26,
2004, the Audit Committee annually reviews the qualifications of, and appoints
the Company's independent certified public accountants. The Audit Committee
Charter is attached to this proxy statement as Appendix A.
COMPENSATION COMMITTEE
The Board of Directors has a Compensation Committee. During and throughout
fiscal year 2004, the Compensation Committee consists of John N. Whelihan and
Peter Robbins. If each is elected, the Compensation Committee will consist of
John N. Whelihan, Peter Robbins and Paul Quast. The Compensation Committee is
responsible for reviewing and approving matters involving the compensation of
directors and executive officers of the Company, periodically reviewing
management development plans, administering the Company's incentive compensation
plans and making recommendations to the full Board of Directors on these
matters. The Compensation Committee met one time during fiscal year 2004.
NOMINATING COMMITTEE
The Company does not have a nominating committee because the Company has
determined that since it will only have five directors, a nominating committee
is not necessary. Any discussions regarding a new director would be discussed
with the entire Board of Directors. Following any discussion with the entire
Board of Directors, our independent directors, currently, Messrs. White, Rohde,
Whelihan and Robbins would determine and vote as to whether the individual named
will be nominated to the Board of Directors.
The Board of Directors will consider the following criteria in selecting
individuals as nominees: independence; financial, regulatory and business
experience; character and integrity; education, background and skills; judgment;
and, the ability to provide practical insights regarding the business of the
Company. In addition, prior to recommending a current director for re-election
to the Board of Directors, the Board of Directors, as a whole, will consider and
review each current director's Board and committee attendance and performance,
length of Board service and knowledge of the business of the Company.
CODE OF ETHICS
The Board of Directors has adopted a Code of Ethics that applies to each
of its directors, officers and employees. This Code of Ethics is attached as
Appendix B to this proxy statement. The Code of Ethics sets forth the Company's
policies and expectations on a number of topics, including: Compliance with
laws, rules and regulations; Conflicts of Interest; Insider Trading; Corporate
Opportunities; Competition and Fair Dealing; Discrimination and Harassment;
Health and Safety; Record-Keeping; Confidentiality; Protection and Proper Use of
Company Assets; Prohibitions Against Payments to Government Personnel; Waivers
of the Code of Business Conduct of Ethics; Amendments; Reporting any Illegal or
Unethical Behavior; and Compliance Procedures.
The Audit Committee will review the Code of Ethics on a regular basis, and
propose or adopt additions or amendments to the Code of Ethics as appropriate.
The Board of Directors also has adopted a Code of Ethics that applies to
the Chief Executive Officer, Chief Financial Officer and Controller. This Code
of Ethics also is attached as Appendix C to the proxy statement. Under
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the Code of Ethics, the Chief Executive Officer and senior financial officers
have agreed to abide by principles governing their professional and ethical
conduct.
The Audit Committee will review the Code of Ethics that applies to the
Chief Executive Officer and senior financial officers on a regular basis, and
propose or adopt additions or amendments to the Code of Ethics as appropriate.
REPORT OF THE AUDIT COMMITTEE
The following is the report of the Audit Committee with respect to the
Company's audited financial statements for the fiscal year ended April 30, 2004,
included in the Company's Annual Report on Form 10-K. The information contained
in this report shall not be deemed to be "soliciting material" or to be "filed"
with the Securities and Exchange Commission, nor shall such information be
incorporated by reference into any future filing under the Securities Act of
1933, as amended, or the Securities Exchange Act of 1934, as amended, except to
the extent that the Company specifically incorporates it by reference in such
filing.
Each member of the Audit Committee is independent as defined under the
Nasdaq's listing standards. The Audit Committee's activities are governed by a
written charter adopted by the Board, a copy of which is attached hereto as
Appendix A.
In discharging its responsibilities, the Audit Committee met with
management and the Company's independent auditors, KPMG LLP, to review the
Company's audited financial statements. The Audit Committee discussed and
reviewed with its independent auditors all matters that the independent auditors
were required to communicate and discussed with the Audit Committee under
applicable auditing standards, including those described in Statement on
Auditing Standards No. 61. The Audit Committee received a formal written
statement from the independent auditors relating to independence consistent with
Independence Standards Board Standard No. 1 and discussed with the auditors any
relationships that may impact the auditors' objectivity and independence.
Based on its review and discussions with management and the Company's
independent auditors, the Audit Committee recommended to the Board that the
audited financial statements be included in the Company's Annual Report on Form
10-K for the fiscal year ended April 30, 2004.
THE AUDIT COMMITTEE
John N. Whelihan
Ulrich L. Rohde
Jacob K. White
INDEPENDENT PUBLIC ACCOUNTANTS
The Company has selected KPMG LLP as its independent auditors for the
current year. A representative of KPMG LLP is expected to be present at the
annual meeting. The representative will not be making a statement but will be
available to respond to appropriate questions.
2004 2003
---- ----
Audit services $125,000 $111,855
Audit related fees 10,000 8,000
Tax services 56,650 114,541
Financial Information Systems Design and Implementation Fees -- --
Other -- --
Financial Information Systems Design and Implementation Fees. KPMG LLP did
not render professional services to the Company relating to financial
information systems design and implementation during the fiscal year ended April
30, 2004.
6
All other Fees. KPMG LLP did not render professional services to the
Company for any other non-audit services during the fiscal year ended April 30,
2004.
The Audit Committee considered whether the provision of non-audit services
rendered by KPMG LLP to the Company was compatible with maintaining KPMG's
independence and concluded that KPMG LLP's independence was not impaired.
DIRECTOR COMPENSATION
Non-employee directors receive $1,000 per Board meeting at which they
attend and are reimbursed for all reasonable expenses incurred by them in
attending meetings of the Board of Directors and its committees. At the closing
of the Company's initial public offering in April 1996, the non-employee
directors were granted options to purchase 30,000 shares of common stock of the
Company. In addition, on December 15, 1998, the non-employee directors were
granted options to purchase 25,000 shares of common stock of the Company. Such
options are subject to vesting over a five-year period commencing from the date
of grant.
STOCKHOLDER COMMUNICATIONS WITH THE BOARD
Any person who wishes to communicate with the entire Board of Directors,
an individual director, a committee of the Board of Directors or the independent
directors as a group, should mark such communication "confidential" and address
it to the specific intended recipient(s) c/o the Secretary, Ansoft Corporation,
Four Station Square, Suite 200, Pittsburgh, Pennsylvania 15219-1119. All
correspondence will be reviewed by the Secretary to determine the nature and
subject matter of the communication, and the corresponding appropriate recipient
(e.g., the appropriate committee, committee chairman or other individual
director). Items unrelated to the duties and responsibilities of the Board of
Directors, such as ordinary service or product complaints or inquiries, job
inquiries, business solicitations, mass mailings or other material considered,
in the reasonable judgment of the Secretary, unsuitable or unrelated to the
responsibilities of the Board of Directors may be excluded. Communications
relating to accounting, internal controls or auditing matters will be treated on
a confidential basis according to the Audit Committee's policies and procedures
regarding such matters and delivered to the Chairman of the Audit Committee.
In addition, the Board of Directors encourages directors to attend annual
meetings of stockholders as a means of promoting communication between
stockholders and directors. In furtherance of this policy, the Company has
historically scheduled a meeting of the Board of Directors to immediately follow
each annual meeting of stockholders. At the 2003 Annual Meeting of Stockholders,
all of the directors were present.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers, directors and persons who own more than ten percent of the
Company's Common Stock to file reports of, and changes to, their beneficial
ownership of such securities with the Securities and Exchange Commission and to
furnish copies of all Section 16(a) filings to the Company. The Company is
required to report in this statement any failure to timely file reports during
fiscal year 2004. Based on its review of Form 3, Form 4 and Form 5 filings, the
Company believes that all reporting requirements under Section 16(a) for such
fiscal year were met in a timely manner by its executive officers, Board members
and greater than ten percent shareholders, with the exception that Zoltan Cendes
had one late Form 4 filing in January 2004 reporting sales of common stock.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth certain information regarding beneficial
ownership of the Company's common stock as of August 26, 2004 (i) each person
who is known to the Company to own beneficially more than 5% of the outstanding
ordinary shares (ii) by each of the Company's current directors and nominee,
(iii) by the Company's Executive Officers, and (iv) by all current executive
officers and directors as a group.
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Amount and Nature of Percent of
Beneficial Owner Beneficial Ownership Class (1)
---------------- -------------------- ---------
David L. Babson and Company, Inc. (2) 1,839,200 14.3%
Thomas A.N. Miller (3) 1,374,552 10.7%
Nicholas Csendes (4) 1,659,753 12.9%
Zoltan J. Cendes (5) 1,348,118 10.5%
Peter Robbins (6) 14,000 *
Ulrich L. and Meta M. Rohde (7) 1,267,728 9.8%
John N. Whelihan (8) 61,000 *
Jacob K. White(9) 21,000 *
Paul Quast 1,000 *
All directors and named officers as a group (8 persons) 5,697,132 44.2%
(3)(4)(5)(6)(7)(8)(9)
- -------------------------
*Less than 1%.
The address of each beneficial owner is Four Station Square, Pittsburgh, PA
15219 unless otherwise stated
(1) The information contained in the table above reflects "beneficial
ownership" of the common stock within the meaning of Rule 13d-3 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). Unless
otherwise indicated, all shares of common stock are held directly with
sole voting and dispositive power.
(2) All shares are held with sole dispositive and sole voting power. All
information, other than the Percent of Class, is derived from David L.
Babson and Co., Inc. The Address of David L. Babson and Co., Inc. is One
Memorial Drive, Cambridge, MA, 02142-1300.
(3) Excludes 106,300 shares held by trusts for the benefit of certain family
members of Mr. Miller with respect to which trusts Mr. Miller is not a
trustee and disclaims any beneficial ownership. Includes 45,200 shares
issuable upon exercise of options exercisable within 60 days of August 26,
2004.
(4) Includes 232,500 shares issuable upon exercise of options exercisable
within 60 days of August 26, 2004.
(5) Includes 432,500 shares issuable upon exercise of options exercisable
within 60 days of August 26, 2004.
(6) Includes 12,000 shares issuable upon exercise of options exercisable
within 60 days of August 26, 2004. Also includes 2,000 shares jointly
owned with Mr. Robbins' spouse.
(7) Dr. Ulrich Rohde and Dr. Meta Rohde share voting power and dispositive
power.
(8) Includes 55,000 shares issuable upon exercise of options exercisable
within 60 days after August 26, 2004. Also includes 6,000 shares jointly
owned with Mr. Whelihan's spouse.
(9) Includes 21,000 shares issuable upon exercise of options exercisable
within 60 days after August 26, 2004.
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
All executive compensation decisions are made by the Compensation
Committee which is currently composed of two non-employee directors, John N.
Whelihan and Jacob K. White. The Compensation Committee, at the direction of the
Board of Directors, has prepared the following report for inclusion in this
proxy statement.
With respect to the compensation of executive officers other than the
President and Chief Executive Officer, the Compensation Committee received and
considered significant input from the President. Other than the Company's
standard form of non-competition and confidentiality agreement, there are
currently no employment agreements with any of the executive officers which fix
the annual salaries of the executive officers, and no part of executive
compensation has been strictly tied to statistical operating performance
criteria, other than the bonus plan.
Based on a review of public filings by other comparable publicly-held
software companies, the Compensation Committee believes that the annual base
salaries and bonuses of the Company's executive officers,
8
including its President and Chief Executive Officer, generally are and have been
set no higher than the annual base salaries and bonuses paid to executive
officers of other comparable software companies.
THE COMPENSATION COMMITTEE
John N. Whelihan
Peter Robbins
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Peter Robbins and John N. Whelihan serve as members of the Compensation
Committee of the Board of Directors. Neither Mr. Robbins nor Mr. Whelihan is or
has been an officer of the Company.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table summarizes the aggregate cash compensation for
services in all capacities to the Company for the year ended April 30, 2004 for
the named executive officers of the Company and compensation received by each
such individual in the two prior fiscal years.
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
----------------------------- ------------
SECURITIES
NAME AND UNDERLYING
OPTION
PRINCIPAL POSITION YEAR SALARY ($)(1) BONUS ($) (#)
------------------ ---- ------------- --------- ---
Nicholas Csendes 2004 $300,000 $500 --
President and 2003 $300,000 -- 100
Chief Executive Officer 2002 $233,333 $4,000 200,300
Zoltan J. Cendes, Ph.D. 2004 $300,000 $500 --
Chairman of the Board and 2003 $300,000 -- 100
Chief Technology Officer 2002 $233,333 $4,000 200,300
Thomas A.N. Miller 2004 $150,000 $13,000 --
Executive Vice President 2003 $120,000 $15,500 100
and Chief Financial Officer 2002 $120,000 $91,733 50,000
Tony Ryan 2004 $170,000 $43,000 --
Chief Financial Officer 2003 $153,333 -- 25,100
2002 $140,000 -- 40,300
- -------------------
(1) Includes directors' fees.
FISCAL YEAR-END OPTION VALUES
The following table sets forth information regarding unexercised stock
options for Messrs. Nicholas Csendes, Zoltan Cendes and Miller as of April 30,
2004:
9
NUMBER OF SECURITIES VALUE OF UNEXERCISED
SHARES UNDERLYING UNEXERCISED IN-THE-MONEY
ACQUIRED OPTIONS AT OPTIONS AT
ON VALUE FY-END (#) FY END ($)
NAME EXERCISE REALIZED (1) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- -------- ------------ ------------------------- -------------------------
Nicholas Csendes 232,500 $120,000 162,300/190,100 $1,704,009/$590,400
Zoltan Cendes, Ph.D. 432,500 $120,000 437,300/190,100 $3,529,308/$590,400
Thomas A.N. Miller 45,200 $30,000 45,200/20,000 $320,661/$147,600
- ---------------------
(1) Value per share is defined as the market price of Ansoft stock at year-end
minus the exercise price of the option. The market price of Ansoft stock on
April 30, 2004 was $13.96.
EQUITY PLAN COMPENSATION INFORMATION
All equity compensation plans have been approved by security holders. As
of April 30, 2004, 3,464,485 shares were reserved for issuance upon the exercise
of outstanding options, including both vested and unvested options. The waited
average exercise price of all outstanding options was $7.41. As of April 30,
2004, 242,100 shares of common stock are reserved for issuance of future option
grants under existing plans.
EMPLOYMENT CONTRACTS AND CHANGE OF CONTROL AGREEMENTS
Other than the Company's standard form of non-competition and
confidentiality agreement, the Company does not have any employment contracts in
effect with the named executive officers. The Company does not have any
compensatory plans or arrangements in place with the named executive officers
that would provide benefits to such persons upon their resignation, retirement
or other termination of the named executive officers. Compensation for the named
executive officers is currently set by the Compensation Committee of the Board
of Directors of the Company.
PERFORMANCE GRAPH
The following graph shows the cumulative total stockholder return on the
common stock from April 3, 1996 (the last trading day before the date of the
Company's initial public offering) through April 30, 2004, as compared to the
returns of the Total Return Index for The Nasdaq Stock Market (US) and the
Nasdaq Computer Index. The graph assumes that $100 was invested in the common
stock of the Company and in the Total Return Index for The Nasdaq Stock Market
(US) and the Nasdaq Computer Index as of April 3, 1996, and assumes reinvestment
of dividends.
(LINE GRAPH)
10
Total Return Index
Measurement Period
(Fiscal Year covered) Ansoft Corporation The Nasdaq Stock Market (US) Nasdaq Computer Index
--------------------- ------------------ ---------------------------- ---------------------
4/3/96 100 100 100
4/30/96 84 108 112
4/30/97 56 115 124
4/30/98 159 171 193
4/30/99 88 235 296
4/30/00 151 356 430
4/30/01 109 194 235
4/30/02 133 156 165
4/30/03 100 137 153
4/30/04 165 174 191
OTHER MATTERS
The Board knows of no matters which are to be brought before the annual
meeting other than those set forth in the accompanying notice of annual meeting
of stockholders. If any other matters properly come before the annual meeting,
the persons named in the enclosed proxy card, or their duly appointed
substitutes acting at the annual meeting, will be authorized to vote or
otherwise act thereon in accordance with their judgment on such matters.
SOLICITATIONS OF PROXIES
The cost of solicitation of proxies for use at the annual meeting will be
borne by the Company. Solicitations will be made primarily by mail or by
facsimile, but regular employees of the Company may solicit proxies personally
or by telephone. In addition, the Company has retained American Stock Transfer &
Trust Company to act as the Company's registrar and transfer agent and to assist
in the solicitation of proxies from brokers, nominees, institutions and
individuals on behalf of the Company. In return for such services, the Company
pays American Stock Transfer & Trust Company a monthly $500 fee. Arrangements
will also be made with custodians, nominees and fiduciaries for forwarding of
proxy solicitation materials to beneficial owners of shares held of record by
such custodians, nominees and fiduciaries, and the Company will reimburse such
custodians, nominees and fiduciaries for reasonable expenses incurred in
connection therewith.
STOCKHOLDER PROPOSALS FOR 2005 ANNUAL MEETING
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended, stockholders may present proper proposals for inclusion in the
Company's proxy statement and for consideration at the next annual meeting of
the Company's stockholders by submitting such proposals to the Company in a
timely manner and by including with such proposal the information specifically
called for by Rule 14a-8. In order to be so included in the Company's 2005 proxy
statement and to be properly considered at the 2005 annual meeting, stockholder
proposals must be received by the Company no later than May 6, 2005, and must
otherwise comply with the requirements as set forth in Rule 14a-8.
The Bylaws of the Company establish an advance notice procedure for
eligible stockholders to make nominations. The Company's By-laws provide that
nominations for director must be given to the Secretary of the Company not later
than 60 days prior to the anniversary date of the prior year's annual meeting.
The Company's By-laws also require that certain specific information
accompanying a stockholder notice of nomination. A copy of the Company's By-laws
is available for the Company upon request.
11
ANNUAL REPORT
A copy of the Company's Annual Report to Stockholders for the fiscal year
ended April 30, 2004 (which is not part of the Company's proxy soliciting
material) is being mailed with this proxy statement.
By Order of the Board of Directors
/s/ Nicholas Csendes
Nicholas Csendes
President and Chief Executive Officer
12
APPENDIX A
ANSOFT CORPORATION
AUDIT COMMITTEE CHARTER
AUGUST 26, 2004
MISSION STATEMENT
The primary role of the Audit Committee (the "Committee") of the Board of
Directors (the "Board") of Ansoft Corporation (the "Company") is to represent
and assist the Board in overseeing: (1) the integrity of the Company's financial
reporting, internal control and audit functions, (2) independence, qualification
and performance of the Company's outside auditor, and (3) the Company's
compliance with applicable legal and regulatory requirements, and the
objectivity of the Company's financial statements.
The Committee may not delegate to management or any other committee or member of
the Board any of the responsibilities and powers appointed to it under this
Charter, except for those responsibilities the Committee is permitted to
delegate to members of the Committee pursuant to Section 10A of the Securities
Exchange Act of 1934, as amended (the "Act").
The function of the Committee is oversight. It is not the duty of the Committee
to plan or conduct audits, determine that the Company's financial statements are
complete and accurate and in accordance with generally accepted accounting
principles or to assure compliance with laws and regulations. These functions
are the responsibility of management and the outside auditor. Each member of the
Committee shall be entitled to rely on information, opinions, reports or
statements, including financial statements and other financial data prepared or
presented by officers or employees of the Company, legal counsel, independent
accountants or other persons with professional or expert competence.
ORGANIZATION
COMMITTEE COMPOSITION
Committee members shall be appointed annually by the Board and shall serve in
such capacity until a successor for each such member is appointed and qualified,
or until such member's resignation or removal by the Board. The Committee shall
consist of at least three (3) directors, all of whom shall be appointed by the
Board. The Committee shall designate one (1) member of the Committee as
Chairperson. The Board shall have exclusive authority at any time to change the
membership of the Committee and to fill vacancies. Each member of the Committee
shall satisfy the independence requirements of the Nasdaq Stock Market Rules
concerning audit committees, or the comparable rules of any exchange on which
the Company's stock may be listed subsequently (the "Rules"), as well as the
requirements of any other applicable laws or regulations governing the
composition of the Committee (including the Act and related regulations of the
Securities and Exchange Commission (the "SEC")), as such requirements are
interpreted by the Board in its business judgment.
Committee members shall have the ability to read and understand fundamental
financial statements, including the balance sheet, income statement, and
statement of cash flow. In addition, it is desirable that at least one (1)
member of the Committee be a "financial expert," as defined by the SEC, as well
as meet any other requirements of financial sophistication the Rules require.
MEETINGS
The Committee shall meet as often as it deems appropriate, but in no event less
often than quarterly. Meetings may be called, with or without notice, by the
Chairperson of the Committee, the Chairperson of the Board, or the Chief
Executive Officer of the Company. The Committee may meet in person, by
conference telephone, or take action by unanimous written consent. A quorum of
the Committee shall be a majority of the appointed members of the Committee, and
any action approved by a majority of those present at a meeting with a quorum
shall constitute an
act of the Committee. When present, the Chairperson of the Committee shall
preside at all meetings. The Committee shall make regular reports to the Board.
The Committee may invite such members of management and representatives of the
outside auditor, independent counsel and other advisors as the Committee deems
appropriate or desirable.
RESPONSIBILITIES AND AUTHORITY
GENERAL
The Committee shall be responsible for the appointment of, compensation to be
paid to, and oversight of the work of, the outside auditors. The outside
auditors will report directly to the Committee. In addition, the Committee is
empowered to retain independent counsel and other advisors to the Committee as
the Committee deems appropriate to carry out its responsibilities under this
Charter. The Company shall provide appropriate funding, as determined by the
Committee in its capacity as a committee of the Board of Directors, for payment
of compensation to such auditors, counsel and advisors.
The Committee, with input from management, the outside auditors and, to the
extent appropriate, other Committee advisors, shall develop an annual plan,
which shall include an agenda and procedures for the review of the Company's
quarterly financial data and its year-end audit, as well as the review of the
independence of the Company's outside auditors. The Committee shall meet
regularly with the Company's officers and management.
The Committee is authorized to perform each of the specific duties set forth
herein, any additional duties as may be required by the Act, the SEC, the Rules
or applicable law, and any other duties it considers necessary or advisable to
carry out its purpose, responsibilities and its specific duties. To the extent
relevant to carrying out its purpose, responsibilities and duties, the Committee
is empowered to recommend that any activity of the Company be investigated and,
in appropriate circumstances, the Committee is empowered to investigate any
activity of the Company.
OVERSIGHT OF FINANCIAL REPORTING
The Committee shall review the annual audited financial statements with
management and the outside auditor, including the overall scope and focus of the
annual audit. This review should include a determination of whether the annual
financial statements are complete and consistent with the information known to
Committee members. The review shall also include a review of key financial
statement issues and risks, their impact or potential effect on reported
financial information, the processes used by management to address such matters,
related outside auditor views and the basis for audit conclusions. Any important
conclusions concerning the year-end audit work should be discussed well in
advance of the public release of the annual financial statements.
The Committee shall review any important recommendations on financial reporting,
controls, other matters and management's response made by the outside auditor.
The Committee shall be briefed on the processes used by management in producing
its interim financial statements, and review and discuss with management any
questions or issues concerning the statements. Any important issues on interim
financial statements should be discussed well in advance of the public release
of the interim financial statements.
The Committee shall review all major financial reports in advance of filings or
distributions, including the annual report.
OVERSIGHT OF OUTSIDE AUDITOR
The Committee shall take appropriate action to oversee the independence of the
outside auditor. In that connection, the Committee shall require the outside
auditor to submit annually a formal written statement delineating all
relationships between the auditor and the Company, consistent with Independence
Standards Board Standard No. 1.
The Committee shall discuss with the outside auditor any disclosed relationships
or services that may impact the objectivity and independence of the auditor.
The Committee shall meet with the outside auditor at least annually.
The Committee shall communicate to the outside auditor that: (1) the outside
auditor is directly accountable to the Audit Committee as representatives of the
Company's stockholders; (2) the outside auditor shall timely report all relevant
issues to the Committee, including, but not limited to, critical accounting
policies and practices to be used, alternative treatments of financial
information with generally accepted accounting principles that have been
discussed with management, ramifications of the use of such alternative
disclosures and treatments, the treatment preferred by the outside auditor, and
other material communications between the auditor and management; and (3) if the
outside auditor identifies significant issues relative to the overall Committee
responsibility that have been communicated to management but, in its judgment,
have not been adequately addressed, it should communicate these issues to the
Committee.
The Committee shall appoint, evaluate, determine compensation of, oversee
(including resolution of disagreements between management and the auditor
regarding financial reporting) and, where appropriate, replace the outside
auditor (or to nominate the outside auditor to be proposed for stockholder
approval in any proxy statement).
The Committee shall require the outside auditors to review the financial
information included in the Company's interim financial statements before the
Company files its quarterly reports with the SEC.
The Committee shall, pursuant to the Act and regulations of the SEC, as well as
any applicable Rules, pre-approve all auditing services and permitted non-audit
services under the Act (including the fees and terms thereof) to be performed
for the Company by its outside auditor, and establish policies and procedures
for the engagement of the outside auditor to provide auditing and permitted
non-audit services. The Chairperson may approve any proposed non-audit
engagements that arise between Committee meetings; provided, however, that any
such decisions shall be presented to the full Committee at subsequent scheduled
meetings.
REVIEW AND CONSIDERATION OF COMPLAINTS
The Committee shall establish procedures for the receipt, retention and
treatment of complaints received by the Company regarding accounting, internal
accounting controls or auditing matters, as well as for confidential, anonymous
submissions by employees of concerns regarding questionable accounting or
auditing matters.
REPORTING TO STOCKHOLDERS
The Committee should annually provide a written report of its activities and
findings, a copy of which shall be included within the proxy statement for the
annual meeting of stockholders. The report shall appear over the names of the
Committee members. The report should state whether the Committee:
1. Has reviewed and discussed the audited financial statements with
management;
2. Has discussed with the outside auditors the matters required to be
discussed by Statement of Auditing Standards No. 61;
3. Has received the written disclosures and the letter from the outside
auditors regarding the independence required by Independence
Standards Board Standard No. 1;
4. Has discussed with the auditors their independence; and
5. Based on the review and discussion of the audited financial
statements with management and the outside auditors, has recommended
to the Board of Directors that the audited financial statements be
included in the Company's annual report on Form 10-K.
The Company should disclose that the Committee is governed by a written charter
that has been approved by the Board of Directors. The Committee shall review
this Charter annually, assess its adequacy and propose appropriate amendments to
the Board of Directors. A copy of the Charter should be filed as an appendix to
the proxy statement at least every three (3) years to the extent required by the
Rules or the SEC.
The Company shall disclose in its proxy statement the independence of the
Committee.
COMMITTEE SELF-ASSESSMENT AND EDUCATION
The Committee shall, at least annually, review, discuss and assess its own
performance, as well as the Committee's role and responsibilities, seeking input
from senior management, the Board and others.
The Committee shall, at least annually, review significant accounting and
reporting issues, including recent professional and regulatory pronouncements
and understand their impact on the Company's business, results of operations and
financial statements.
APPENDIX B
ANSOFT CORPORATION
CODE OF BUSINESS CONDUCT AND ETHICS
ADOPTED BY BOARD OF DIRECTORS
ON AUGUST 26, 2004
----------
INTRODUCTION
This Code of Business Conduct and Ethics covers a wide range of business
practices and procedures. It does not cover every issue that may arise, but it
sets out basic principles to guide all employees and directors of the Company.
All of our employees and directors must conduct themselves accordingly and seek
to avoid even the appearance of improper behavior.
If a law conflicts with a policy in this Code, you must comply with the
law. If you have any questions about these conflicts, you should ask your
supervisor, the Chief Executive Officer, the Chief Financial Officer or the
Director of Human Resources how to handle the situation.
An employee who violates this Code shall be subject to immediate
disciplinary action, up to and including termination of employment. In addition,
the Company may initiate a lawsuit in court. Violations of this Code also may
result in prosecution of the individual under any applicable criminal statutes.
If you are in a situation which you believe may violate or lead to a violation
of this Code, follow the guidelines described in Section 14 of this Code.
1. COMPLIANCE WITH LAWS, RULES AND REGULATIONS
Obeying the law, both in letter and in spirit, is the foundation on which
this Company's ethical standards are built. All employees must respect and obey
the laws of the cities, states and countries in which we operate. Although not
all employees are expected to know the details of these laws, they are expected
to exercise good judgment and most importantly to seek advice from supervisors,
managers or other appropriate personnel when in doubt.
If deemed necessary by management, based on inquiries received from
employees, etc., the Company will hold information and training sessions to
promote compliance with laws, rules and regulations, including insider-trading
laws.
2. CONFLICTS OF INTEREST
A "conflict of interest" exists when a person's private interest
interferes in any way with the interests of the Company. A conflict situation
can arise when an employee or director takes actions or has interests that may
make it difficult to perform his or her Company work objectively and
effectively. Conflicts of interest may also arise when an employee or director,
or members of his or her family, receive improper personal benefits as a result
of his or her position in the Company. Loans to, or guarantees of obligations
of, employees and their family members may create conflicts of interest.
It is almost always a conflict of interest for a Company employee to work
for or have a material financial interest in a competitor, customer or supplier.
You are not allowed to work for a competitor or to serve as a consultant or
board member of a competitor. The best policy is to avoid any direct or indirect
business connection with our customers, suppliers or competitors, except on our
behalf. Conflicts of interest are prohibited as a matter of Company policy,
unless specifically approved by the Chief Executive Officer, and at least one
other Executive Officer of the Company, or the Board of Directors. Conflicts of
interest may not always be clear-cut, so if you have a question, you should
consult with higher levels of management or the Company's Human Resources
Department.
Any employee or director who becomes aware of a conflict or potential conflict
should bring it to the attention of a supervisor, manager or other appropriate
personnel or consult the procedures described in Section 13 and Section 14 of
this Code.
3. INSIDER TRADING
"Insider trading" means using confidential material information about the
Company, its customers or suppliers to achieve an unfair advantage in the buying
or selling of shares or other securities. "Material information" is usually
defined as "information which, if publicly disclosed, would reasonably be
expected to influence the decision of a reasonable investor to buy, hold or
dispose of securities of the Company."
Employees who involve themselves in insider trading (either by personally
engaging in trading or by disclosing confidential material information to
others) are subject to disciplinary action up to and including immediate
termination, and prosecution.
Employees and directors who have access to confidential information about
the Company are not permitted to use or share that information for stock trading
purposes or for any other purpose except the conduct of our business. All
non-public information about the Company should be considered confidential
information. To use non-public information for personal financial benefit or to
"tip" others who might make an investment decision on the basis of this
information is not only unethical but also illegal. If you have any questions,
please consult the Company's Chief Financial Officer or Chief Executive Officer.
4. CORPORATE OPPORTUNITIES
Employees and directors are prohibited from taking for themselves
personally opportunities that are discovered through the use of Company property
or information or as a result of employment with the Company or service as a
director without the consent of the Chief Executive Officer and least one other
Executive Officer of the Company, or the Board of Directors. No employee or
director may use Company property, information, or position for improper
personal gain, and no employee or director may compete with the Company directly
or indirectly. Employees and directors owe a duty to the Company to advance its
legitimate interests when the opportunity to do so arises.
5. COMPETITION AND FAIR DEALING
We seek to outperform our competition fairly and honestly. Stealing
proprietary information, possessing trade secret information that was obtained
without the owner's consent, or inducing such disclosures by past or present
employees of other companies is prohibited. Each employee should endeavor to
respect the rights of and deal fairly with the Company's customers, suppliers,
competitors and employees. No employee should take unfair advantage of anyone
through manipulation, concealment, abuse of privileged information,
misrepresentation of material facts or any other intentional unfair-dealing
practice.
The purpose of business entertainment and gifts in a commercial setting is
to create good will and sound working relationships, not to gain unfair
advantage with customers. No gift or entertainment should ever be offered,
given, provided or accepted by any Company employee, family member of an
employee or agent unless it: (1) is not a cash gift, (2) is consistent with
customary business practices, (3) is not excessive in value, (4) cannot be
construed as a bribe or payoff or perceived as imposing an obligation on the
recipient and (5) does not violate any laws or regulations. Please discuss with
your supervisor any gifts or proposed gifts that you are not certain are
appropriate.
Directors, when acting on matters for the Company, should also follow the
policies applicable to employees with respect to business gifts or
entertainment.
6. DISCRIMINATION AND HARASSMENT
The Company is committed to providing equal employment opportunities for
all persons regardless of race, color, religion, sex, age, national origin,
disability or veteran status.
Equal opportunity extends to all aspects of the employment relationship,
including hiring, transfers, promotions, training, terminations, working
conditions, compensation, benefits, and other terms and conditions of
employment.
The Company complies with all federal and state equal employment
opportunity laws and strives to keep the workplace free from all forms of
discrimination and harassment, including sexual harassment. The Company has a
zero-tolerance relative to discrimination and harassment and considers
harassment in all forms to be a serious offense. Any reported violations of
equal employment opportunity laws or this policy are investigated. Supervisors
or employees found to have engaged in discriminatory conduct or harassment are
subject to immediate disciplinary action up to and including termination.
The Company values and promotes diversity as a strategic advantage.
Diversity refers to human differences, including those based on culture,
ethnicity, gender and age.
7. HEALTH AND SAFETY
The Company strives to provide each employee with a safe and healthy work
environment. Each employee is responsible for maintaining a safe and healthy
workplace for all employees by following safety and health rules and practices
and reporting accidents, injuries and unsafe equipment, practices or conditions.
Violence and threatening behavior are not permitted. Employees should
report to work in condition to perform their duties, free from influence of
illegal drugs or alcohol. The use of illegal drugs or alcohol in the workplace
will not be tolerated.
8. RECORD-KEEPING
The Company requires honest and accurate recording and reporting of
information in order to make responsible business decisions. For example, only
the true and actual number of hours worked should be reported.
Many employees regularly use business expense accounts, which must be
documented and recorded accurately. If you are not sure whether a certain
expense is legitimate, ask your supervisor or the Company's controller or Chief
Financial Officer.
All of the Company's books, records, accounts and financial statements
must be maintained in reasonable detail, must appropriately reflect the
Company's transactions and must conform both to applicable legal requirements
and to the Company's system of internal controls. Unrecorded or "off the books"
funds or assets should not be maintained unless permitted by applicable law or
regulation. Business records and communications often become public, and we
should avoid exaggeration, derogatory remarks, guesswork, or inappropriate
characterization of people and companies that can be misunderstood. This applies
equally to email, internal memos, and formal reports.
9. CONFIDENTIALITY
Employees must maintain the confidentiality of confidential information
entrusted to them by the Company or its customers or suppliers, except when
disclosure is authorized by the Chief Executive Officer or the Chief Financial
Officer, or required by laws or regulations in which case the employee shall
promptly notify the Chief Executive Officer and the Chief Financial Officer of
such potential required disclosure. Confidential information includes all
non-public information that might be of use to competitors, or harmful to the
Company or its customers or suppliers, if disclosed. The obligation to preserve
confidential information continues even after employment ends. In connection
with this obligation, every employee will be required to execute an agreement
which includes requirements regarding confidentiality of Company information and
other confidential information an employee may possess.
10. PROTECTION AND PROPER USE OF COMPANY ASSETS
All employees should endeavor to protect the Company's assets and ensure
their efficient use. Theft, carelessness and waste have a direct impact on the
Company's profitability. Any suspected incident of fraud or theft should be
immediately reported for investigation. Company equipment should not be used for
non-Company business, though incidental personal use may be permitted.
11. The obligation of employees to protect the Company's assets includes its
proprietary information. Proprietary information includes intellectual property
such as trade secrets, patents, trademarks and copyrights, as well as business,
marketing and service plans, engineering and manufacturing ideas, designs,
databases, records, salary information and any unpublished financial data and
reports. Unauthorized use or distribution of this information would violate
Company policy. It could also be illegal and result in civil or even criminal
penalties. In connection with this obligation, every employee will be required
to execute an agreement which includes requirements regarding confidentiality of
Company information and other confidential information an employee may possess.
12. PROHIBITION AGAINST PAYMENTS TO GOVERNMENT PERSONNEL
The U.S. Foreign Corrupt Practices Act prohibits giving anything of value,
directly or indirectly, to officials of foreign governments or foreign political
candidates in order to obtain or retain business. It is strictly prohibited to
make illegal payments to government officials of any country.
In addition, the U.S. government has a number of laws and regulations
regarding business gratuities which may be accepted by U.S. governmental
personnel. The promise, offer or delivery to an official or employee of the U.S.
government of a gift, favor or other gratuity in violation of these rules would
not only violate Company policy but could also be a criminal offense. State and
local governments, as well as foreign governments, may have similar rules. The
Company's Chief Executive Officer or Chief Financial Officer can provide
guidance to you in this area.
13. WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS; AMENDMENTS
This Code of Business Conduct and Ethics has been approved by the
Company's Board of Directors. Any waiver of this Code for executive officers or
directors may be made only by the Board or a Board committee and will be
promptly disclosed as required by law or regulation. It may be amended only by
the Board of Directors.
14. REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR
Violations of the Code. Any employee who believes that a violation of this
Code has occurred should report that concern to his or her immediate supervisor,
the Chief Executive Officer or the Chief Financial Officer. The Audit Committee
has also established a procedure for receiving confidential, anonymous
submissions from employees of concerns regarding questionable accounting or
auditing matters. This procedure may also be used if an employee wishes to
report any suspected violation of the Code by a senior Company officer or
director. See "Accounting and Auditing Matters" below.
Employees are encouraged to talk to supervisors, managers or other
appropriate personnel about observed illegal or unethical behavior and when in
doubt about the best course of action in a particular situation. It is the
policy of the Company not to allow retaliation for reports of misconduct by
others made in good faith by employees. Employees are expected to cooperate in
internal investigations of misconduct.
Directors should report any suspected violations of this Code to a member
of the Audit Committee if a Director or a senior Company officer is involved.
Any other suspected violations should be reported by Directors to the Chief
Executive Officer or Chief Financial Officer.
Accounting and Auditing Matters. The Audit Committee of the Board of
Directors has established the following procedure for receiving confidential,
anonymous submissions from employees of concerns regarding questionable
accounting or auditing matters by a senior Company officer or director. Any
employee wishing to
submit any information of this nature should contact the Audit Committee
directly by writing to the following address:
Audit Committee
Board of Directors
Ansoft Corporation
225 West Station Square Drive
Suite 200
Pittsburgh, PA 15219
Correspondence to the above address is received directly by a member of
the Audit Committee.
Any employee may submit a good faith concern regarding questionable
accounting or auditing matters without fear of dismissal or retaliation of any
kind.
15. COMPLIANCE PROCEDURES
We must all work to ensure prompt and consistent action against violations
of this Code. However, in some situations it is difficult to know if a violation
has occurred. Since we cannot anticipate every situation that will arise, it is
important that we have a way to approach a new question or problem. These are
the steps to keep mind:
- MAKE SURE YOU HAVE THE FACTS. In order to reach the right solutions,
we must be as fully informed as possible.
- ASK YOURSELF: WHAT SPECIFICALLY AM I BEING ASKED TO DO? DOES IT SEEM
UNETHICAL OR IMPROPER? This will enable you to focus on the specific
question you are faced with, and the alternatives you have. Use your
judgment and common sense; if something seems unethical or improper,
it may be.
- CLARIFY YOUR RESPONSIBILITY AND ROLE. In most situations, there is
shared responsibility. Are your colleagues informed? It may help to
get others involved and discuss the problem.
- DISCUSS THE PROBLEM WITH YOUR SUPERVISOR. This is the basic guidance
for all situations. In many cases, your supervisor will be more
knowledgeable about the questions, and will appreciate being brought
into the decision-making process. Remember that it is your
supervisor's responsibility to help solve problems.
- SEEK HELP FROM COMPANY RESOURCES. In the rare case in which it may
not be appropriate to discuss an issue with your supervisor, or in
which you do not feel comfortable approaching your supervisor with
your questions, discuss it with the Chief Executive Officer, the
Chief Financial Officer or the Director of Human Resources.
- YOU MAY REPORT ETHICAL VIOLATIONS IN CONFIDENCE AND WITHOUT FEAR OF
RETALIATION. If your situation requires that your identity be kept
secret, your anonymity will be protected. The Company does not
permit retaliation of any kind against employees for good faith
reports of ethical violations.
- ALWAYS ASK FIRST, ACT LATER: If you are unsure of what to do in any
situation, seek guidance before you act.
APPENDIX C
ANSOFT CORPORATION
CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND
SENIOR FINANCIAL OFFICERS
ADOPTED BY BOARD OF DIRECTORS
ON AUGUST 26, 2004
----------
The Company has a Code of Business Conduct and Ethics applicable to all
employees and directors of the Company. The Chief Executive Officer, the Chief
Financial Officer and Controller, are bound by the provisions set forth therein
relating to ethical conduct, conflicts of interest and compliance with law. In
addition to the Code of Business Conduct and Ethics, the Chief Executive
Officer, the Chief Financial Officer and the Controller are subject to the
following additional specific policies:
1. The Chief Executive Officer, the Chief Financial Officer and the
Controller are responsible for full, fair, accurate, timely and
understandable disclosure in the reports and documents the Company
files with or furnishes to the Securities and Exchange Commission
and in other public communications made by the Company. Accordingly,
it is the responsibility of the Chief Executive Officer and the
Chief Financial Officer to promptly bring to the attention of the
Audit Committee any material information of which he or she may
become aware that affects the disclosures made by the Company in its
public filings or otherwise assist the Audit Committee in fulfilling
its responsibilities. Likewise, it is the responsibility of the
[Controller] to promptly bring to the attention of the Chief
Executive Officer or the Chief Financial Officer any material
information of which he or she may become aware that affects the
disclosures made by the Company in its public filings or otherwise
assist the Chief Executive Officer and the Chief Financial Officer
in fulfilling their responsibilities.
2. The Chief Executive Officer and the Chief Financial Officer shall
promptly bring to the attention of the Audit Committee any
information he or she may have concerning (a) significant
deficiencies in the design or operation of internal controls which
could adversely affect the Company's ability to record, process,
summarize and report financial data or (b) any fraud, whether or not
material, that involves management or other employees who have a
significant role in the Company's financial reporting, disclosures
or internal controls. Likewise, the Controller shall promptly bring
to the attention of the Chief Executive Officer or the Chief
Financial Officer any information he or she may have concerning such
significant deficiencies or fraud described in (a) or (b).
3. The Chief Executive Officer and the Chief Financial Officer shall
promptly bring to the attention of the Chief Executive Officer or
Chief Financial Officer and the Audit Committee any information he
or she may have concerning any violation of the Company's Code of
Business Conduct and Ethics, including any actual or apparent
conflicts of interest between personal and professional
relationships, involving any management or other employees who have
a significant role in the Company's financial reporting, disclosures
or internal controls.
4. The Chief Executive Officer and the Chief Financial Officer shall
promptly bring to the attention of the Chief Executive Officer or
Chief Financial Officer and the Audit Committee any information he
or she may have concerning evidence of a material violation of the
securities or other laws, rules or regulations applicable to the
Company and the operation of its business, by the Company or any
agent thereof, or of violation of the Code of Business Conduct and
Ethics or of these additional procedures.
5. The Board of Directors shall determine, or designate appropriate
persons to determine, appropriate actions to be taken in the event
of violations of the Code of Business Conduct and Ethics or of these
additional procedures by the Chief Executive Officer and the Chief
Financial Officer. Such actions shall be reasonably designed to
deter wrongdoing and to promote accountability for adherence to the
Code of Business Conduct and Ethics and to these additional
procedures, and shall include written notices to the individual
involved that the Board has determined that there has been a
violation, censure by the Board, demotion or re-assignment of the
individual involved, suspension with or without pay or benefits (as
determined by the Board) and termination of the individual's
employment. In determining what action is appropriate in a
particular case, the Board of Directors or its designee shall take
into account all relevant information, including the nature and
severity of the violation, whether the violation was a single
occurrence or repeated occurrences, whether the violation appears to
have been intentional or inadvertent, whether the individual in
question had been advised prior to the violation as to the proper
course of action and whether or not the individual in question had
committed other violations in the past.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF ANSOFT CORPORATION
The undersigned stockholder(s) of Ansoft Corporation, a Delaware
corporation (the "Company"), hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and Proxy Statement for the Company's 2004 Annual
Meeting, and hereby appoints Nicholas Csendes and Anthony L. Ryan, or either of
them, proxies and attorneys-in-fact, with full power of substitution, on behalf
and in the name of the undersigned, to represent the undersigned at the 2004
Annual Meeting of Stockholders of the Company to be held at 9:00 a.m. local time
on Thursday, October 7, 2004, at the Sheraton Hotel, 7 Station Square Drive,
Pittsburgh, Pennsylvania 15219-1119 and at any adjournment(s) thereof, and to
vote all shares of Common Stock which the undersigned would be entitled to vote
if then and there personally present, on the matters set forth on the reverse
side of this proxy card.
(CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE.)
PLEASE MAIL IN THE ENVELOPE PROVIDED
/X/ Please mark your votes as in this example.
FOR all nominees listed below, WITHHOLD authority
except as indicated to vote for all
------------------- ---------------
1. ELECTION OF DIRECTORS
Instructions: To withhold authority for any individual nominee, mark "For"
above, and strike a line through the name of the nominee or nominees as to whom
you wish to withhold authority.
Nominees: Nicholas Csendes Peter Robbins
Zoltan J. Cendes, Ph.D. John N. Whelihan
Paul J. Quast
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. THIS PROXY, WHEN
PROPERLY EXECUTED, WILL BE VOTED IN ACCORDANCE WITH THE DIRECTIONS GIVEN BY THE
UNDERSIGNED STOCKHOLDER(S). IN THE ABSENCE OF DIRECTION, THIS PROXY WILL BE
VOTED FOR THE FIVE NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS.
The proxies are authorized to vote, in their discretion, upon such other matter
or matters that may properly come before the meeting or any adjournment(s) or
postponement(s) thereof.
PLEASE COMPLETE, DATE, SIGN AND RETURN THIS PROXY PROMPTLY.
Signature:
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Signature (if held jointly):
-----------------------------------------
Dated:
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NOTE: Please sign exactly as name appears hereon. If shares are registered in
more than one name, the signature of all such persons are required. A
corporation shall sign in its full corporate name by a duly authorized
officer, stating his or her title. Trustees, guardians, executors and
administrators should sign in their official capacity, giving their
full title as such. If a partnership, please sign in the partnership
name by an authorized person.