[S-8 POS] Ansys Inc SEC Filing

Rhea-AI Filing Summary

ANSYS, Inc. filed a Post-Effective Amendment on 29 July 2025 to 13 historical Form S-8 registration statements, formally deregistering every unsold share that had been authorized for issuance under the company’s various equity incentive and employee stock purchase plans dating back to 1996. The action is purely administrative and stems from the closing of the merger with Synopsys, Inc. on 17 July 2025, after which ANSYS became a wholly owned subsidiary of Synopsys. Because ANSYS shares no longer trade publicly, all prior employee-plan offerings have been terminated. Approximately 27 million shares across legacy ANSYS, Ansoft, Apache Design, SpaceClaim and Gear Design plans are affected. Pursuant to Rule 478 under the Securities Act, these shares are removed from registration, eliminating any residual overhang. The amendment was signed by Janet Lee—President, Treasurer & Secretary of ANSYS and General Counsel of Synopsys—and no additional signatures were required.

Insights

Financial Analyst

TL;DR Housekeeping filing removes unsold ANSYS plan shares after Synopsys acquisition; no financial impact on public investors.

The amendment simply cleans up legacy equity plans now that ANSS is a private subsidiary. Deregistration prevents any future issuance of ANSYS shares and has no cash, earnings or dilution impact on Synopsys shareholders. It confirms the merger’s completion and streamlines post-merger compliance but is otherwise immaterial to valuation or capital structure.

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 to its Form S-8 registrations?

ANSYS is now a wholly owned subsidiary of Synopsys; it filed the amendment to deregister all unsold shares previously reserved under its equity and ESPP plans.

How many registration statements are being terminated by ANSYS?

The filing covers 13 separate Form S-8 registration statements dating from 1996 to 2022.

Does the deregistration affect existing Synopsys shareholders?

No. The action is administrative and removes only unsold ANSYS shares; it does not change Synopsys’ share count or financials.

What triggered the need to deregister ANSYS shares?

The completion of the Synopsys-ANSYS merger on 17 July 2025 ended all ANSYS share offerings, necessitating deregistration.

Who signed the Post-Effective Amendment on behalf of ANSYS?

Janet Lee, President, Treasurer & Secretary of ANSYS and General Counsel of Synopsys, signed the filing.