-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R9lsE2MlCzxS+c2x5fVUkYyHqMIcJNfZwUBaf1LdDKfKHE3FqsR7ZBoNDjTaHGkO NO42YYbb8bEHRoOa4ia2dg== 0000906304-00-000008.txt : 20001206 0000906304-00-000008.hdr.sgml : 20001206 ACCESSION NUMBER: 0000906304-00-000008 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001205 GROUP MEMBERS: CHARLES M. ROYCE GROUP MEMBERS: ROYCE & ASSOCIATES INC /NY GROUP MEMBERS: ROYCE & ASSOCIATES, INC. GROUP MEMBERS: ROYCE MANAGEMENT COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MSC SOFTWARE CORP CENTRAL INDEX KEY: 0000717238 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 952239450 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-34721 FILM NUMBER: 783319 BUSINESS ADDRESS: STREET 1: 815 COLORADO BLVD CITY: LOS ANGELES STATE: CA ZIP: 90041 BUSINESS PHONE: 3232589111 MAIL ADDRESS: STREET 1: 815 COLORADO BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90041 FORMER COMPANY: FORMER CONFORMED NAME: MACNEAL SCHWENDLER CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ROYCE & ASSOCIATES INC /NY CENTRAL INDEX KEY: 0000906304 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 132579297 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1414 AVE OF AMERICA CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124861495 MAIL ADDRESS: STREET 1: 1414 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 SC 13G/A 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information statement pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 2) MSC.Software Corporation (Name of Issuer) Common Stock (Title of Class of Securities) 553531104 (CUSIP Number) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 8 Pages CUSIP No. 553531104 13G Page 2 of 8 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Royce & Associates, Inc. 13-2579297 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 5 SOLE VOTING POWER SHARES 1,424,215 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 1,424,215 PERSON 8 SHARED DISPOSITIVE POWER WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,424,215 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.06% 12 TYPE OF REPORTING PERSON* IA *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 553531104 13G Page 3 of 8 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Royce Management Company 06-1354019 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 5 SOLE VOTING POWER SHARES 6,100 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 6,100 PERSON 8 SHARED DISPOSITIVE POWER WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,100 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.04% 12 TYPE OF REPORTING PERSON* IA CUSIP No. 553531104 13G Page 4 of 8 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charles M. Royce ###-##-#### 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF 5 SOLE VOTING POWER SHARES See Item 2(a) of attached schedule BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING See Item 2(a) of attached schedule PERSON 8 SHARED DISPOSITIVE POWER WITH 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Item 2(a) of attached schedule 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) See Item 2(a) of attached schedule 12 TYPE OF REPORTING PERSON* IN CUSIP No. 553531104 13G Page 5 of 8 Pages Item 1(a) Name of Issuer: MSC.Software Corporation Item 1(b) Address of Issuer's Principal Executive Offices: Chief Financial Officer 815 Colorado Boulevard Los Angeles, CA 90041 Item 2(a) Name of Persons Filing: Royce & Associates, Inc. ("Royce"), Royce Management Company ("RMC"), and Charles M. Royce. Mr. Royce may be deemed to be a controlling person of Royce and RMC, and as such may be deemed to beneficially own the shares of Common Stock of MSC.Software Corporation beneficially owned by Royce and RMC. Mr. Royce does not own any shares outside of Royce and RMC, and disclaims beneficial ownership of the shares held by Royce and RMC. Item 2(b) Address of Principal Business Office, or, if None, Residence: 1414 Avenue of the Americas, New York, NY 10019 Item 2(c) Citizenship: Royce is a New York Corporation, RMC is a Connecticut General Partnership, and Mr. Royce is a citizen of the U.S.A. Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 553531104 Item 3 If this statement is filed pursuant to rules 13d-1(b), or 13d- 2(b), check whether the person filing is a: (a) [ ] Broker or Dealer registered under Section 15 of the Act (b) [ ] Bank as defined in Section 3(a)(6) of the Act (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act (d) [ ] Investment Company registered under Section 8 of the Investment Company Act (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund (g) [ ] Parent Holding Company, in accordance with Rule 13d-1 (b)(ii)(G) (h) [X] Group CUSIP No. 553531104 13G Page 6 of 8 Pages Item 4 Ownership (a) Amount Beneficially Owned Royce: 1,424,215 RMC: 6,100 (b) Percent of Class: Royce: 10.06% RMC: 0.04% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote Royce 1,424,215 RMC 6,100 (ii) shared power to vote or to direct the vote Royce __________ RMC __________ (iii) sole power to dispose or to direct the disposition of Royce 1,424,215 RMC 6,100 (iv) shared power to dispose or to direct the disposition of Royce __________ RMC __________ See item 2(a) above for information relating to the beneficial ownership of Mr. Royce. Item 5 Ownership of Five Percent or Less of a Class. ( ) Item 6 Ownership of More than Five Percent on Behalf of Another Person. NOT APPLICABLE Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. NOT APPLICABLE Item 8 Identification and Classification of Members of the Group. This filing is on behalf of Royce, RMC and Mr. Royce as members of a group pursuant to Rule 13d-(1)(b)(ii)(H). Each of Royce and RMC are investment advisers registered under Section 203 of the Investment Advisers Act of 1940. Item 9 Notice of Dissolution of Group. NOT APPLICABLE CUSIP No. 553531104 13G Page 7 of 8 Pages Item 10 Certification. By signing below each of the undersigned certifies that, to the best of its knowledge or belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. Exhibits 1. Agreement to file Schedule 13G jointly. Signature After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement with respect to it is true, complete and correct. Date: December 05, 2000 Royce & Associates, Inc. By: W. Whitney George John E. Denneen atty - in - fact Signature Charles M. Royce Royce Management Company By: W. Whitney George Signature CUSIP No. 553531104 13G Page 8 of 8 Pages Exhibit 1 AGREEMENT AGREEMENT dated as of December 05, 2000 between Royce & Associates, Inc. ("Royce"), a New York corporation, Royce Management Company ("RMC"), a Connecticut general partnership, and Charles M. Royce. WHEREAS, pursuant to paragraph (f) of Rule 13d-1 promulgated under Subsection 13(d)(1) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), the parties hereto have decided to satisfy their filing obligations under the 1934 Act by a single joint filing: NOW, THEREFORE, the undersigned hereby agree as follows: 1. The Schedule 13G with respect to MSC.Software Corporation to which this is attached as Exhibit 1 is filed on behalf of Royce, RMC and Mr. Royce. 2. Each of Royce, RMC and Mr. Royce is responsible for the completeness and accuracy of the information concerning such person contained therein; provided that each person is not responsible for the completeness or accuracy of the information concerning any other person making such filing. IN WITNESS WHEREOF, the undersigned hereunto set their hands as of the date first above written. ROYCE & ASSOCIATES, INC. By: W. Whitney George ROYCE MANAGEMENT COMPANY By: W. Whitney George John E. Denneen atty-in-fact Charles M. Royce -----END PRIVACY-ENHANCED MESSAGE-----