Securities Registration: Employee Benefit Plan (s-8)
July 06 2016 - 4:04PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July 6, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ANSYS, INC.
(Exact Name
of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
04-3219960
(I.R.S.
Employer Identification No.)
ANSYS, Inc.
Southpointe
2600 ANSYS
Drive
Canonsburg, Pennsylvania 15317
(Address of Principal Executive Offices)
Fifth Amended
and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan
Third Amended and Restated Employee Stock Purchase Plan
(Full Title of the Plan)
James E.
Cashman III
President and Chief Executive Officer
ANSYS, Inc.
Southpointe
2600 ANSYS Drive
Canonsburg, Pennsylvania 15317
(Name and Address of Agent for Service)
(724) 746-3304
Telephone
Number, Including Area Code, of Agent For Service.
Copies to:
John
R. LeClaire
Joseph L. Johnson III
Adam P. Small
Goodwin
Procter
LLP
Exchange Place
Boston, Massachusetts 02109
(617) 570-1000
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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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of Securities
To Be Registered
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Amount
To Be
Registered
(1)(4)
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Proposed
Maximum
Offering
Price
Per Share
(3)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, par value $.01 per share
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9,200,000 shares
(2)
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$91.10
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$838,120,000.00
(3)
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$84,398.69
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(1)
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This Registration Statement also covers an indeterminate number of additional shares of ANSYS, Inc. (the Company) Common Stock as may be required in the event of a stock dividend, reverse stock split, split-up,
recapitalization, forfeiture of stock or other similar event, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the Securities Act).
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(2)
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Represents (i) 9,000,000 shares of Common Stock that were added to the shares authorized for issuance under the registrants Fifth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (the Restated
Plan) and (ii) 200,000 shares of Common Stock that were added to the shares authorized for issuance under the registrants Third Amended and Restated Employee Stock Purchase Plan (the Restated ESPP). The Restated Plan was
adopted by the Board of Directors of the registrant (the Board) on February 16, 2016 and approved by the stockholders at the Annual Meeting on May 20, 2016. The Restated ESPP was adopted by the Board on February 16, 2016 and approved by
the stockholders at the Annual Meeting on May 20, 2016.
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(3)
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Estimated solely for the purpose of determining the amount of the registration fee pursuant to Rule 457(c) and (h) under the Securities Act. The fee is calculated on the basis of the average of the high and low prices for the Common
Stock of ANSYS, Inc. on July 1, 2016 as reported on the Nasdaq Global Select Market.
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(4)
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In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Restated ESPP. In accordance with Rule 457(h)(2), no
separate fee calculation is made for plan interests.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1.
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Plan Information.*
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Item 2.
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Registrant Information and Employee Plan Annual Information.*
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*
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The information called for in Part I of Form S-8 is not being filed with or included in this Form S-8 (by incorporation by reference or otherwise) in accordance with the rules and regulations of the Securities and
Exchange Commission (the Commission).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
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Incorporation of Documents by Reference
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The following documents filed with the
Commission are incorporated in this registration statement by reference:
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the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the Commission on February 25, 2016 (including the information incorporated by reference therein from the
Companys definitive proxy statement filed with the Commission on March 31, 2016);
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the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016, filed with the Commission on May 5, 2016;
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the Companys Current Reports on Form 8-K filed with the Commission on February 25, 2016, May 5, 2016 and May 26, 2016; and
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the description of the Companys securities contained in the Companys Registration Statement on Form 8-A filed with the Commission on June 12, 1996.
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In addition, all documents subsequently filed with the Commission by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment hereto which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, are deemed to be incorporated
by reference into, and to be a part of, this registration statement from the date of filing of such documents.
Notwithstanding the
foregoing provisions of this Item 3, no document, or portion of or exhibit to a document, that is furnished to (rather than filed with) the Commission shall be incorporated or deemed to be incorporated by reference in
this registration statement.
Item 4.
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Description of Securities
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Not Applicable.
Item 5.
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Interest of Named Experts and Counsel
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Not Applicable.
Item 6.
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Indemnification of Directors and Officers
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As permitted by Section 102 of the
Delaware General Corporation Law, the Company has adopted provisions in its certificate of incorporation and by-laws that limit or eliminate the personal liability of its directors for a breach of their fiduciary duty of care as a director. The duty
of care generally requires that, when acting on behalf of the corporation, directors exercise an informed business judgment based on all material information reasonably available to them. Consequently, a director will not be personally liable to the
Company or the Companys stockholders for monetary damages or breach of fiduciary duty as a director, except for liability for: any breach of the directors duty of loyalty to us or the Companys stockholders; any act or omission not
in good faith or that involves intentional misconduct or a knowing violation of law; any act related to unlawful stock repurchases, redemptions or other distributions or payment of dividends; or any transaction from which the director derived an
improper personal benefit.
These limitations of liability do not affect the availability of equitable remedies such as
injunctive relief or rescission. As permitted by Section 145 of the Delaware General Corporation Law, the certificates of incorporation and by-laws currently in effect provide that: the Company may indemnify its directors, officers, employees
and agents to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions; the Company may advance expenses to its directors and officers in connection with a legal proceeding to the fullest extent permitted
by the Delaware General Corporation Law, subject to limited exceptions; and the rights provided in the certificates of incorporation and by-laws are not exclusive.
In addition, the Company has entered into separate indemnification agreements with its directors and officers which may be broader than the
specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements may require the Company, among other things, to indemnify its officers and directors against liabilities that may arise by reason
of their status or service as directors or officers, other than liabilities arising from willful misconduct. These indemnification agreements also may require the Company to advance any expenses incurred by the directors or officers as a result of
any proceeding against them as to which they could be indemnified. In addition, the Company has purchased a policy of directors and officers liability insurance that insures its directors and officers against the cost of defense,
settlement or payment of a judgment in some circumstances. These indemnification provisions and the indemnification agreements may be sufficiently broad to permit indemnification of its officers and directors for liabilities, including reimbursement
of expenses incurred, arising under the Securities Act.
Item 7.
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Exemption from Registration Claimed
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Not Applicable.
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Exhibit
No.
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Description of Exhibit
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*5.1
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Opinion of Goodwin Procter LLP
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*15
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Independent Registered Public Accountants Letter Regarding Unaudited Financial Information
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23.1
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Consent of Goodwin Procter LLP (included in Exhibit 5.1)
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*23.2
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Consent of Deloitte & Touche LLP
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24.1
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Power of Attorney (included on signature page to this Registration Statement)
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99.1
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Fifth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (filed as Appendix 1 to the registrants Definitive Proxy Statement on Schedule 14A filed with the SEC on March 31, 2016 and incorporated herein by
reference)
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99.2
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Third Amended and Restated Employee Stock Purchase Plan (filed as Appendix 2 to the registrants Definitive Proxy Statement on Schedule 14A filed with the SEC on March 31, 2016 and incorporated herein by reference)
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Item 9. Undertakings.
(a)
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The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; and
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(iii)
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To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided,
however, that Paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant
to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
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(2)
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That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(b)
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The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Canonsburg, State of Pennsylvania, on this 6th day of July,
2016.
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ANSYS, INC.
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By:
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/s/ James E. Cashman III
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James E. Cashman III
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President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and officers of ANSYS, Inc. hereby constitutes and appoints James
E. Cashman III and Maria T. Shields, and each of them, such persons true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for such person and in such persons name, place and stead, in any and
all capacities, to sign one or more amendments to this Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the Securities Act), including post-effective amendments and other related documents or any
Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, and to file the same with the Securities and Exchange Commission under said Act, hereby granting power and authority
to do and perform any and all acts and things requisite and necessary to be done in and about the premises, as fully as to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act,
this Registration Statement and the foregoing Power of Attorney have been signed by the following persons in the capacities and on the date(s) indicated:
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Signature
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Capacity
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Date
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/s/ J
AMES
E. C
ASHMAN
III
James E. Cashman III
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President and Chief Executive Officer
(Principal Executive Officer)
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July 6, 2016
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/s/ M
ARIA
T.
S
HIELDS
Maria T. Shields
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Chief Financial Officer, Vice President, Finance and Administration
(Principal Financial Officer and Accounting Officer)
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July 6, 2016
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/s/ R
ONALD
W.
H
OVESPIAN
Ronald W. Hovespian
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Non-Executive Chairman of the Board of Directors
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July 6, 2016
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/s/ G
UY
E.
D
UBOIS
Guy E. Dubois
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Director
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July 6, 2016
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/s/ D
R
. A
JEI
S.
G
OPAL
Dr. Ajei S. Gopal
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Director
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July 6, 2016
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/s/ W
ILLIAM
R.
M
C
D
ERMOTT
William R.
McDermott
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Director
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July 6, 2016
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/s/ B
RADFORD
C.
M
ORLEY
Bradford C. Morley
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Director
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July 6, 2016
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/s/ B
ARBARA
V.
S
CHERER
Barbara V. Scherer
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Director
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July 6, 2016
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/s/ M
ICHAEL
C.
T
HURK
Michael C. Thurk
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Director
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July 6, 2016
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/s/ P
ATRICK
J.
Z
ILVITIS
Patrick J. Zilvitis
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Director
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July 6, 2016
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EXHIBIT INDEX
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Exhibit
No.
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Description of Exhibit
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*5.1
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Opinion of Goodwin Procter LLP
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*15
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Independent Registered Public Accountants Letter Regarding Unaudited Financial Information
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23.1
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Consent of Goodwin Procter LLP (included in Exhibit 5.1)
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*23.2
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Consent of Deloitte & Touche LLP
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24.1
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Power of Attorney (included on signature page to this Registration Statement)
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99.1
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Fifth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (filed as Appendix 1 to the registrants Definitive Proxy Statement on Schedule 14A filed with the SEC on March 31, 2016 and incorporated herein by
reference)
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99.2
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Third Amended and Restated Employee Stock Purchase Plan (filed as Appendix 2 to the registrants Definitive Proxy Statement on Schedule 14A filed with the SEC on March 31, 2016 and incorporated herein by reference)
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