SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of earliest event reported: August 30, 2000
ANSYS, Inc.
(Exact name of registrant as specified in charter)
Delaware 0-20853 04-3219960
(State or other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
275 Technology Drive, Canonsburg, Pennsylvania 15317
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(724) 726-3304
Page 1 of 64 Pages
Exhibit Index appears on Page 5
Item 2. Acquisition or Disposition of Assets.
On August 30, 2000, ANSYS, Inc. and GenesisOne
Acquisition Corporation, a Delaware corporation and wholly-owned
subsidiary of ANSYS, entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Pacific Marketing and Consulting,
Inc., a California corporation ("PMAC"), Mr. Armin Wulf, Mr.
Reimund Steberl and the holders of the outstanding shares of
capital stock of PMAC. The transactions contemplated by the
Merger Agreement were consummated on August 31, 2000 with the
merger of PMAC with and into GenesisOne.
In the merger, each share of common stock, no par
value, of PMAC outstanding at the time of the Merger ceased to be
outstanding and each such share was converted into the right to
receive the initial merger consideration provided for under the
Merger Agreement. Holders of PMAC's Class A voting and Class B
non-voting common stock received initial merger consideration
consisting of an aggregate of 618,992 shares of ANSYS common
stock, valued for purposes of such issuance at $10.01563 per
share, and cash in an aggregate amount of $5,832,531.24.
Holders of PMAC's Class C non-voting common stock received
initial merger consideration aggregating $367,289.92 solely in
cash. Of such initial stock consideration, an aggregate of
123,795 shares of ANSYS common stock were delivered into escrow,
to be released on August 31, 2001 or, if later, upon the resolution of
any outstanding indemnification claims secured by such shares.
In addition, $3,000,000 of the initial aggregate cash
consideration was delivered into escrow, to be released during
the first quarter of 2001 upon and subject to the determination
of certain post-closing adjustments and claims.
The Merger Agreement also provides for certain
additional future payments if the surviving corporation achieves
certain performance criteria. Such additional
contingent consideration will be paid to the former holders
of PMAC Class A and Class B common stock 48.4737% in cash
and 51.5263% in shares of ANSYS common stock, valued for such
purposes at the average closing price for the twenty consecutive
trading days preceding the date of such payment.
The total number of shares of ANSYS common stock that
will be issued under the Merger Agreement therefore will depend
on the future value of ANSYS common stock. The total amount of
funds required to pay the initial aggregate cash consideration
was $6,199,821.16, which was obtained from the working capital of
ANSYS. The aggregate merger consideration was determined on the
basis of arms' length negotiations between representatives of
ANSYS and PMAC.
The Merger Agreement and the press release announcing
its execution are filed as exhibits to this Current Report on
Form 8-K, are incorporated by reference into the text of this
Item 2, and qualify the text of this Item 2 in its entirety.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses
acquired.
(b) Pro forma financial information.
It is not practicable to provide the financial
statements and the pro forma financial information
concerning the business acquired under the Merger
Agreement on the date that this report is being filed
with the Securities and Exchange Commission. The
required financial statements and pro forma financial
information will be filed by amendment to this report
on Form 8-K as soon as practicable, but in any event
not later than 60 days after this report is being
filed. The Registrant expects to file such financial
statements and pro forma financial information on or
about November 10, 2000.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated
August 30, 2000, by and among ANSYS, Inc.,
GenesisOne Acquisition Corporation, Pacific
Marketing and Consulting, Inc., Christine
Schoefer, Michael Hohmeyer, Wayne Christopher,
Mary Jo Hamilton, Michael Salari, Masoud
Doroudian, Diane Poirier, Devendra Rajwade, Jan
Soreide, Vijay Shah, Akila Diwakar, Philip
Diwakar, Alan Magnuson, Forest Rouse, Vladimir
Griaznov, Xiaomin Wang, Jieyong Xu, Jigen Zhou,
Manfred Friedrichs, Carsten Martens, Reimund
Steberl and Armin Wulf.*
99.1 Press release, dated August 30, 2000.
* Certain exhibits and schedules to this Exhibit
filed herewith have been omitted in accordance
with Item 601(b)(2) of Regulation S-K. A copy of
any omitted exhibit or schedule will be furnished
to the Commission upon request.
SIGNATURES
Pursuant to the requirements 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.
By: /s/ James E. Cashman
James E. Cashman, III
President and CEO
Dated: September 13, 2000
EXHIBIT INDEX
Exhibit Description Page No.
2.1 Agreement and Plan of Merger, dated August 30, 11 - 62
2000,by and among ANSYS, Inc., GenesisOne
Acquisition Corporation, Pacific Marketing and
Consulting, Inc., Christine Schoefer, Michael
Hohmeyer, Wayne Christopher, Mary Jo Hamilton,
Michael Salari, Masoud Doroudian, Diane Poirier,
Devendra Rajwade, Jan Soreide, Vijay Shah, Akila
Diwakar, Philip Diwakar, Alan Magnuson, Forest
Rouse, Vladimir Griaznov, Xiaomin Wang, Jieyong Xu,
Jigen Zhou, Manfred Friedrichs, Carsten Martens,
Reimund Steberl and Armin Wulf.
99.1 Press release, dated August 30, 2000. 63 - 64