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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 28, 1998
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ASPEN TECHNOLOGY, INC.
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(exact name of registrant as specified in its charter)
Delaware 0-24786 04-2739697
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
Ten Canal Park, Cambridge, Massachusetts, 02141
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(Address of principal executive office and zip code)
Registrant's telephone number, including area code: (617) 949-1000
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ITEM 5. OTHER EVENTS.
On April 29, 1998, Aspen Technology, Inc. issued a press release containing
information regarding the execution of a definitive Agreement and Plan of
Reorganization entered into between Aspen Technology, Inc. and Chesapeake
Decision Sciences, Inc. A copy of the April 29, 1998 press release is filed as
Exhibit 5.1 to this Current Report and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
EXHIBIT
NUMBER DESCRIPTION
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5.1 Press release of Aspen Technology, Inc. issued April 29,
1998 regarding the execution of a definitive agreement to
acquire Chesapeake Decision Sciences, Inc
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ASPEN TECHNOLOGY, INC.
Date: May 6, 1998 By: /s/ STEPHEN J. DOYLE
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Stephen J. Doyle
Vice President, General Counsel and
Secretary
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ASPEN TECHNOLOGY TO ACQUIRE CHESAPEAKE DECISION SCIENCES
Merger with Supply Chain Pioneer to Improve Manufacturer's Productivity by More
Tightly Linking Plant and Business Operations
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CAMBRIDGE, Mass.--April 29, 1998--Aspen Technology, Inc. (NASDAQ:AZPN), the
leading provider of Smart Manufacturing software and services for the process
industries, today announced that it has entered into a definitive agreement to
acquire Chesapeake Decision Sciences, Inc., a pioneer in and leading supplier of
highly configurable software solutions for the rapidly growing manufacturing
supply chain market. This acquisition unites Chesapeake's extensive supply chain
expertise and technology with the deep process knowledge embodied in AspenTech's
Plantelligence(TM) solutions, enabling manufacturers to more quickly and
effectively respond to real-time changes in supply and demand. The combination
of these technologies enhances the strategic value to customers of the
Plantelligence suite, for the first time offering the process industries the
opportunity to increase efficiency across a broader range of business
activities, from manufacturing to distribution and enterprise-wide supply chain
management.
AspenTech will leverage Chesapeake's process industry focus and exceptional
technology base to offer its customers a far more valuable and truly
differentiated solution. At the same time, AspenTech will invest additional
resources to market more aggressively Chesapeake's supply chain solutions in the
semiconductor, consumer packaged goods, and food and beverage industries, where
Chesapeake's integrated forecasting, planning and scheduling solutions have
enjoyed great success. AspenTech intends to integrate MIMI(R) (Manager for
Interactive Modeling Interfaces) with the Plantelligence suite, as well as to
enhance, market and support MIMI as a stand-alone product for applications where
Plantelligence functionality is not required.
Based in New Providence, New Jersey, Chesapeake develops and markets MIMI, an
adaptable, integrated decision support platform designed to optimize production
planning and scheduling. MIMI simplifies for producers the otherwise highly
complex supply chain decisions that maximize asset utilization, minimize raw
material costs, maximize product values, control inventories and improve
customer satisfaction, using advanced expert system technology and optimization
algorithms. MIMI applications support a broad range of supply chain
requirements, from strategic planning and demand forecasting to inventory
management, plant scheduling, operations planning and available-to-promise
functionality. MIMI installations are integrated with enterprise resource
planning (ERP) applications from numerous vendors and support a wide variety of
UNIX and Windows NT platforms.
Chesapeake serves a wide range of manufacturing industries, with particular
strength in chemicals, petroleum refining and petrochemicals, consumer packaged
goods, pharmaceuticals and high technology manufacturing. Chesapeake has 120
commercial customers around the world, including 3Com, Amoco, BASF, BP Oil,
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Bridgestone/Firestone, Cypress Semiconductor, Du Pont,. Exxon, Fuji Film,
Goodyear Tire and Rubber, Hoechst Celanese, Iggesund Paperboard, Josiah Wedgwood
and Sons, LSI Logic, Mitsubishi Oil, Pharmacia & Upjohn, Quaker Oats, Rhodia
(formerly Rh6ne Poulenc), Rockwell Semiconductor, Rohm & Haas, Shell Chemical
and Union Camp.
Under the terms of the agreement, AspenTech will issue approximately 2.95
million shares of common stock in the acquisition, which is expected to close in
late May and will be accounted for as a pooling-of-interests transaction.
Privately held, Chesapeake posted calendar 1997 revenues of approximately $17
million and an operating margin of about 25%. These results will be adjusted to
conform to AspenTech's financial policies and presentation format and are
therefore subject to revision. AspenTech's historical financial results will be
restated subsequent to closing to reflect the combination. Excluding one-time
charges in connection with this transaction of approximately $4.0 million, the
acquisition of Chesapeake is not expected to be dilutive to fiscal 1998 or 1999
earnings per share.
"This acquisition dramatically increases the strategic value to manufacturers
and greatly extends the capabilities of AspenTech's Plantelligence suite, moving
us far closer to our vision of complete manufacturing lifecycle integration,"
observed Larry Evans, AspenTech Chairman and Chief Executive Officer. "Our
family of Smart Manufacturing solutions will now more tightly link manufacturing
plants with critical business operations, by integrating Chesapeake's
sophisticated supply chain functionality with our best-in-class process modeling
and optimization software. This unique combination will enable customers to
achieve substantially increased productivity by integrating highly accurate,
real-time information about actual plant operation with state-of-the-art tools
to optimize manufacturing planning and scheduling."
"AspenTech is the ideal partner for Chesapeake, given the strength of their
global sales and marketing organization, and our mutual commitment to rigorous,
model-based solutions," commented Thomas Baker, Chief Executive Officer and
founder of Chesapeake. "Our customers and employees will be well-served by
AspenTech's reputation for technical excellence, their success with previous
integrations of people and products, and their commitment to customer success."
In the petroleum sector, where AspenTech's existing advanced planning products
already enjoy strong leadership, MIMI brings enhanced scheduling functionality
and extends AspenTech's planning capabilities to include a number of innovative
applications, such as crude trading decision support and demand forecasting
functionality. In other vertical manufacturing segments, MIMI augments
AspenTech's Smart Manufacturing solutions with highly regarded supply chain
offerings in complementary disciplines, such as batch scheduling, operations
planning and advanced available-to-promise capabilities. MIMI also features 24
easy-to-use templates used by a variety of manufacturers for supply chain
applications, such as semiconductor planning, polymers planning and scheduling,
and strategic planning for logistics systems.
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Aspen Technology will operate Chesapeake as a wholly owned subsidiary,
headquartered in New Providence, New Jersey. All 85 Chesapeake employees are
expected to join AspenTech. During a transition period, Tom Baker will remain in
a general management role and longer-term will focus primarily on technology
direction.
ABOUT CHESAPEAKE DECISION SCIENCES
Chesapeake Decision Sciences (www.chesapeake.com) is a leading provider of
software and consulting for supply chain planning and optimization. Founded in
1982, the company has pioneered many of today's leading supply chain management
concepts, as the originator of both the applications environment approach and
intelligent available-to-promise functions, among other key innovations. The
MIMI decision support applications environment enables planning, scheduling and
optimization solutions to be implemented quickly and easily. Manufacturers have
reported substantial cost savings and customer service improvements through
their use of MIMI software, which has been implemented in more than half of the
Fortune 500 manufacturing organizations.
ABOUT ASPENTECH
Aspen Technology, Inc. (www.aspentech.com) is a leading supplier of software and
services for the analysis, design and automation of process manufacturing plants
in industries such as chemical, petroleum, pharmaceuticals, electric power, pulp
and paper, and metals. Process manufacturers use AspenTech's solutions to
improve the way they design, operate and manage their plants. These solutions
enable customers to reduce their raw material, energy and capital expenses, meet
environmental and safety regulations, improve product quality and shorten the
time required to get new production processes on stream. AspenTech employs more
than 1,400 and is headquartered in Cambridge, Mass., with offices in 21
countries worldwide.
AspenTech's software and services comprise the Plantelligence suite, the process
industry's only complete solution for the Smart Manufacturing System market.
Plantelligence brings intelligence to bear on the design, operation and
management of manufacturing processes. Deep process knowledge, as well as
integration with enterprise systems and the open field, brings AspenTech
customers' manufacturing processes closer to True Potential(TM).
This press release contains forward-looking statements that involve a number of
risks and uncertainties. Important factors that could cause actual results to
differ materially from those indicated by such forward-looking statements
include the risks set forth under the caption "Risk Factors" in Aspen
Technology's Annual Report on Form 10-K for the fiscal year ended June 30, 1997,
which factors are incorporated herein by reference.
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AspenTech, True Potential, Plantelligence and the Aspen leaf logo are trademarks
of Aspen Technology, Inc., Cambridge, Mass. Chesapeake Decision Sciences,
Chesapeake
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and MIMI are all trademarks of Chesapeake Decision Sciences, Inc. All other
marks are trademarks of their respective owners.
Contact:
Toni Lee Rudnicki, Vice President Worldwide Marketing or
Aspen Technology, Inc.
(617) 949-1000
[email protected]
Mary Palermo
Laura Kempke
Schwartz Communications, Inc.
(781) 684-0770
[email protected]
