[S-8 POS] Ansys Inc SEC Filing

Rhea-AI Filing Summary

On 29 Jul 2025, ANSYS, Inc. (ANSS) filed a Post-Effective Amendment to 12 prior Form S-8 registration statements, formally deregistering every unsold share that had been reserved for employee equity plans and assumed stock-option programs. The affected filings, dating back to 1996, had registered more than 27 million shares across plans such as the 1996, 2021 and 2022 Employee Stock Purchase/Equity & Incentive Plans, plus shares from acquisitions including Ansoft, Apache Design, SpaceClaim and Gear Design.

This housekeeping step follows completion of the Synopsys, Inc. acquisition: under the 15 Jan 2024 Merger Agreement, ANSYS became a wholly owned Synopsys subsidiary on 17 Jul 2025. With ANSYS common stock no longer issued independently, all offerings under these S-8 statements are terminated. Consistent with undertakings in Part II of each registration and Securities Act Rule 478, the amendment removes the securities from registration; no new securities are registered and no proceeds are involved. The filing is signed solely by Janet Lee, General Counsel, reflecting its administrative nature.

Positive

• None.

Negative

• ANSYS common stock issuances cease, terminating all legacy employee equity and option plans, shifting participants to Synopsys programs.

Insights

Corporate Governance Expert

TL;DR: Purely administrative deregistration after Synopsys buyout; no direct valuation impact on public investors.

The amendment eliminates legacy ANSYS equity-plan capacity now that the company is a Synopsys subsidiary. Because ANSYS stock is no longer publicly traded, the ability to issue shares under these plans is moot. The step fulfils SEC undertakings, streamlines compliance and removes potential confusion over dormant share reserves. There are no financial statements, cash flows or guidance changes, so market impact is negligible. Employee incentive structures will transition to Synopsys plans, but this carries no immediate accounting effect for shareholders.

As filed with the Securities and Exchange Commission on July 29, 2025

Registration No. 333-08613

Registration No. 333-69506

Registration No. 333-110728

Registration No. 333-137274

Registration No. 333-152765

Registration No. 333-174670

Registration No. 333-177030

Registration No. 333-196393

Registration No. 333-206111

Registration No. 333-212412

Registration No. 333-256252

Registration No. 333-265553

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO:

FORM S-8 REGISTRATION STATEMENT NO. 333-69506

FORM S-8 REGISTRATION STATEMENT NO. 333-110728

FORM S-8 REGISTRATION STATEMENT NO. 333-137274

FORM S-8 REGISTRATION STATEMENT NO. 333-152765

FORM S-8 REGISTRATION STATEMENT NO. 333-174670

FORM S-8 REGISTRATION STATEMENT NO. 333-196393

FORM S-8 REGISTRATION STATEMENT NO. 333-206111

FORM S-8 REGISTRATION STATEMENT NO. 333-212412

FORM S-8 REGISTRATION STATEMENT NO. 333-256252

FORM S-8 REGISTRATION STATEMENT NO. 333-265553

POST-EFFECTIVE AMENDMENT NO. 2 TO:

FORM S-8 REGISTRATION STATEMENT NO. 333-08613

FORM S-8 REGISTRATION STATEMENT NO. 333-177030

UNDER THE SECURITIES ACT OF 1933

ANSYS, INC.

(Exact name of registrant as specified in its charter)

Delaware		04-3219960
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

c/o Synopsys, Inc.

Synopsys, Inc.

675 Almanor Ave.

Sunnyvale, California 94085

Telephone Number: (650) 584-5000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Employee Stock Purchase Plan

1996 Stock Option and Grant Plan

Third Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan

Ansoft Corporation 1995 Stock Option Plan

Ansoft Corporation 2006 Stock Incentive Plan

Fourth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan

Apache Design Solutions, Inc. Amended and Restated 2001 Stock Option/Stock Issuance Plan

SpaceClaim Corporation 2005 Stock Incentive Plan

Gear Design Solutions, Inc. Stock Incentive Plan

Fifth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan

Third Amended and Restated Employee Stock Purchase Plan

ANSYS, Inc. 2021 Equity and Incentive Compensation Plan

ANSYS, Inc. 2022 Employee Stock Purchase Plan

Janet Lee

General Counsel and Corporate Secretary

Synopsys, Inc.

675 Almanor Ave.

Sunnyvale, California 94085

Telephone Number: (650) 584-5000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one).

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment (this “Post-Effective Amendment”) deregisters all shares of ANSYS, Inc., a Delaware corporation (the “Registrant”), common stock, par value $0.01 per share (“Shares”), and any other securities remaining unissued, under the following Registration Statements on Form S-8 (each, a “Registration Statement” and, collectively, the “Registration Statements”) filed by the Registrant with the U.S. Securities and Exchange Commission (the “Commission”):

Registration Statement on Form S-8 (No. 333-08613), which was filed with the Commission on July 23, 1996, pertaining to the registration of 210,000 Shares issuable under the Registrant’s Employee Stock Purchase Plan and 2,250,000 Shares issuable under the Registrant’s 1996 Stock Option and Grant Plan.

Post-Effective Registration Statement on Form S-8 POS (No. 333-08613), which was filed with the Commission on July 17, 1998, pertaining to the registration of 1,000,000 Shares issuable under the Registrant’s 1996 Stock Option and Grant Plan.

Registration Statement on Form S-8 (No. 333-69506), which was filed with the Commission on September 17, 2001, pertaining to the registration of 1,000,000 Shares issuable under the Registrant’s 1996 Stock Option and Grant Plan.

Registration Statement on Form S-8 (No. 333-110728), which was filed with the Commission on November 25, 2003, pertaining to the registration of 1,100,000 Shares issuable under the Registrant’s 1996 Stock Option and Grant Plan.

Registration Statement on Form S-8 (No. 333-137274), which was filed with the Commission on September 13, 2006, pertaining to the registration of 2,000,000 Shares issuable under the Registrant’s Third Amended and Restated 1996 Stock Option and Grant Plan.

Registration Statement on Form S-8 (No. 333-152765), which was filed with the Commission on August 5, 2008, pertaining to the registration of 1,665,956 Shares issuable under the Ansoft Corporation 1995 Stock Option Plan and 1,080,227 Shares issuable under the Ansoft Corporation 2006 Stock Incentive Plan.

Registration Statement on Form S-8 (No. 333-174670), which was filed with the Commission on June 2, 2011 pertaining to the registration of 5,200,000 Shares issuable under the Registrant’s Fourth Amended and Restated 1996 Stock Option and Grant Plan.

Registration Statement on Form S-8 (No. 333-177030), which was filed with the Commission on September 28, 2011, pertaining to the registration of 544,751 Shares issuable under the Apache Design Solutions, Inc. Amended and Restated 2001 Stock Option/Stock Issuance Plan, as amended pursuant to the post-effective amendment filed on Form S-8 POS filed with the SEC on September 28, 2011.

Registration Statement on Form S-8 (No. 333-196393), which was filed with the Commission on May 30, 2014 pertaining to the registration of 21,375 Shares issuable under the SpaceClaim Corporation 2005 Stock Incentive Plan.

Registration Statement on Form S-8 (No. 333-206111), which was filed with the Commission on August 5, 2015 pertaining to the registration of 8,308 Shares issuable under the Gear Design Solutions, Inc. Stock Incentive Plan.

Registration Statement on Form S-8 (No. 333-212412), which was filed with the Commission on July 6, 2016 pertaining to the registration of 9,000,000 Shares issuable under the Registrant’s Fifth Amended and Restated 1996 Stock Option and Grant Plan and 200,000 Shares issuable under the Registrant’s Third Amended and Restated Employee Stock Purchase Plan.

Registration Statement on Form S-8 (No. 333-256252), which was filed with the Commission on May 18, 2021, pertaining to the registration of 4,400,000 Shares issuable under the Registrant’s 2021 Equity and Incentive Compensation Plan.

Registration Statement on Form S-8 (No. 333-265553), which was filed with the Commission on June 13, 2022, pertaining to the registration of 750,000 Shares issuable under the Registrant’s 2022 Employee Stock Purchase Plan.

Pursuant to the Agreement and Plan of Merger, dated as of January 15, 2024 (the “Merger Agreement”), by and among the Registrant, Synopsys, Inc. (“Synopsys”), and Alta Acquisition Corp., a wholly owned subsidiary of Synopsys, the Registrant became a wholly owned subsidiary of Synopsys effective July 17, 2025.

As a result of the completion of the transactions contemplated by the Merger Agreement, the Registrant has terminated any and all offerings of its securities pursuant to the Registration Statements. Accordingly, the Registrant hereby terminates the effectiveness of the Registration Statements and, in accordance with an undertaking made by the Registrant in Part II of the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance but remain unsold at the termination of the offering, removes from registration any and all securities of the Registrant registered but unsold under the Registration Statements as of the date hereof.

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 Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on this 29th day of July, 2025.

	ANSYS, Inc.
	By:	/s/ Janet Lee

	Name:	Janet Lee
	Title:	President, Treasurer and Secretary

No other person is required to sign this Post-Effective Amendment to the Registration Statements on Form S-8 in reliance upon Rule 478 under the Securities Act of 1933, as amended.

FAQ

Why did ANSYS (ANSS) file a Post-Effective Amendment on July 29 2025?

To deregister all unsold shares under multiple Form S-8 registrations after becoming a wholly owned subsidiary of Synopsys on July 17 2025.

How many shares are being deregistered by ANSYS?

More than 27 million shares originally reserved across various employee stock purchase and option plans dating back to 1996.

What triggered the need to terminate the ANSYS S-8 registrations?

Completion of the Synopsys merger under the January 15 2024 Merger Agreement eliminated the need for ANSYS to issue its own stock.

Does the filing register any new securities or raise funds?

No. The amendment only removes previously registered but unsold shares; it registers nothing new and involves no cash proceeds.

Who signed the Post-Effective Amendment for ANSYS?

Janet Lee, serving as President, Treasurer and Secretary, signed on behalf of the company in Sunnyvale, California.