EX-99 6 0006.txt FORM 11-K 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, 2001 and 2000 and for Each of the Three Years in the Period Ended January 31, 2001 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, 2001 and 2000 4 Statements of Changes in Plan Equity for Each of the Three Years in the Period Ended January 31, 2001 5 Notes to Financial Statements 6-7 Signature 8 Report of Independent Accountants To the Board of Directors and Shareholders of Ansys Inc. and Subsidiaries: In our opinion, the accompanying Statements of Financial Condition and related Statements of Changes in Plan Equity present fairly, in all material respects, the financial position of the 1996 Employee Stock Purchase Plan of ANSYS, Inc. and Subsidiaries at January 31, 2001 and 2000, and the results of its operations for each of the three years in the period ended January 31, 2001 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP -------------------------------- PricewaterhouseCoopers LLP Pittsburgh, Pennsylvania March 23, 2001 ANSYS, INC. AND SUBSIDIARIES 1996 EMPLOYEE STOCK PURCHASE PLAN STATEMENTS OF FINANCIAL CONDITION January 31, 2001 and 2000
2001 2001 ---- ---- Assets: Cash $101,848 $95,186 ----------------------------- Total assets $101,848 $95,186 ============================= Liabilities and Plan equity: ANSYS, Inc. stock due to participants $101,005 $93,736 ----------------------------- Total liabilities 101,005 93,736 Plan equity 843 1,450 ----------------------------- Total liabilities and Plan equity $101,848 $95,186 =============================
The accompanying notes are an integral part of the financial statements. ANSYS, INC. AND SUBSIDIARIES 1996 EMPLOYEE STOCK PURCHASE PLAN STATEMENTS OF CHANGES IN PLAN EQUITY for the Years Ended
January 31, 2001 January 31, 2000 January 31, 1999 --------------------------------------------------------------- ADDITIONS: Contributions: Employee $187,929 $176,006 $162,259 Employer 30,977 34,487 36,187 --------------------------------------------------------------- Total additions 218,906 210,493 198,446 DEDUCTIONS: Stock distributions 206,511 191,043 186,845 Participant withdrawals 13,002 18,580 22,231 --------------------------------------------------------------- Total deductions 219,513 209,623 209,076 --------------------------------------------------------------- Net (decrease) increase in Plan equity (607) 870 (10,630) Plan equity, beginning of year 1,450 580 11,210 --------------------------------------------------------------- Plan equity, end of year $ 843 $ 1,450 $ 580 ===============================================================
The accompanying notes are an integral part of the financial statements. 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 which 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 that 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. 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 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. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Board of Directors of ANSYS, Inc. has duly caused this Annual Report to be signed on behalf of the Plan by the undersigned hereunto duly authorized, on March 23, 2001. ANSYS, INC. AND SUBSIDIARIES 1996 EMPLOYEE STOCK PURCHASE PLAN Date: March 23, 2001 By: /S/ James E. Cashman III ------------------------------------------------- James E. Cashman III President and Chief Executive Officer Date: March 23, 2001 By: /S/ Maria T. Shields ------------------------------------------------- Maria T. Shields Chief Financial Officer, Vice President, Finance and Administration