As filed with the Securities and Exchange Commission on July 31, 2008
Registration Statement No. 333-51557
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ANSOFT CORPORATION
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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72-1001901
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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c/o ANSYS, Inc.
Southpointe
275 Technology Drive
Canonsburg, Pennsylvania 15317
(724) 746-3304
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
James E. Cashman III
President and
Chief Executive Officer
ANSYS, Inc.
Southpointe
275 Technology Drive
Canonsburg, Pennsylvania 15317
(724) 746-3304
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
John R. LeClaire, Esq.
Joseph L. Johnson III, Esq.
Goodwin
Procter LLP
Exchange Place
53 State Street
Boston, MA
(617) 570-1000
Approximate date of commencement of proposed
sale to the public:
Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or interest
reinvestment plans, please check the following box:
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If any of the securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:
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If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
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If this Form is a
registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
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If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
x
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Non-accelerated filer
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Smaller reporting company
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TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3
(Registration No. 333-51557) (the Registration Statement) of Ansoft Corporation (the Company).
On
July 31, 2008 (the Merger Date), pursuant to the terms of an Agreement and Plan of Merger, dated as of March 31, 2008 (the Merger Agreement), by and among the Company, ANSYS, Inc. (ANSYS), Evgeni, Inc.,
a wholly-owned subsidiary of ANSYS (Merger Sub), and Ansoft LLC, a wholly-owned subsidiary of ANSYS and formerly known as Sidney LLC (Merger LLC), Merger Sub was merged with and into the Company, with the Company as the
surviving entity (the Merger). Immediately following the Merger, the Company was merged with and into Merger LLC, with Merger LLC as the surviving entity (together with the Merger, the Mergers). Pursuant to the terms of the
Merger Agreement, each issued and outstanding share of the Companys common stock was converted into the right to receive (i) cash, without interest, in an amount equal to $16.25 per share, and (ii) 0.431882 of a share of ANSYS common
stock. As a result of the Mergers, there is no longer any common stock of the Company outstanding.
In connection with the Mergers, the
Company has terminated all offerings of Company securities pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from
registration, by means of a post-effective amendment, any securities of the Company which remain unsold at the termination of the offering, the Company hereby removes from registration all securities registered under the Registration Statement which
remained unsold as of the Merger Date.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder,
the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Canonsburg, Commonwealth of Pennsylvania, on this 31
st
day of July, 2008.
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ANSOFT LLC
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(as successor by merger to Ansoft Corporation)
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By:
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/s/ James E. Cashman III
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President
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on
the dates indicated.
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NAME
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TITLE
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DATE
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/s/ James E. Cashman III
James E. Cashman III
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President (Principal Executive Officer)
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July 31, 2008
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/s/ Maria T. Shields
Maria T. Shields
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Treasurer (Principal Financial Officer)
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July 31, 2008
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/s/ Sheila S. DiNardo
Sheila S. DiNardo
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Secretary
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July 31, 2008
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Ansoft (NASDAQ:ANST)
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