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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 1998
Registration No. 333-20647
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ASPEN TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
MASSACHUSETTS 04-2739697
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
TEN CANAL PARK
CAMBRIDGE, MASSACHUSETTS 02141
(617) 577-0100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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LAWRENCE B. EVANS
Chairman of the Board and Chief Executive Officer
ASPEN TECHNOLOGY, INC.
Ten Canal Park
Cambridge, Massachusetts 02141
(617) 577-0100
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
STEPHEN J. DOYLE, ESQ. MARK L. JOHNSON, ESQ.
Vice President, General Counsel and Clerk FOLEY, HOAG & ELIOT LLP
ASPEN TECHNOLOGY, INC. One Post Office Square
Ten Canal Park Boston, Massachusetts 02109
Cambridge, Massachusetts 02141
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The Registrant hereby withdraws from registration a total of 156,297 shares
of its common stock, $.10 par value, registered pursuant to its Registration
Statement on Form S-3 (registration number 333-20647). Such Registration
Statement initially covered a total of 246,186 shares of common stock (after
giving effect to a two-for-one stock split by way of a stock dividend to persons
who were holders of record of common stock as of February 14, 1997). The shares
being withdrawn were registered for sale from time to time by certain selling
stockholders (as named in such Registration Statement) and have not been sold as
of the time of filing of this Post-Effective Amendment No. 1.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 1 to Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Cambridge, Massachusetts, on this thirtieth day of January, 1998.
ASPEN TECHNOLOGY, INC.
By: /s/ Stephen J. Doyle
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Stephen J. Doyle
Vice President, General Counsel and Clerk
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed on this
thirtieth day of January, 1998 by the following persons in the capacities
indicated.
SIGNATURE TITLE
--------- -----
* Chairman of the Board of Directors
- ------------------------------------- and Chief Executive Officer
LAWRENCE B. EVANS (Principal Executive Officer)
* Executive Vice President (Principal
- ------------------------------------- Accounting Officer and Principal
MARY A. PALERMO Financial Officer)
* Director
- -------------------------------------
JOSEPH F. BOSTON
* Director
- -------------------------------------
GRESHAM T. BREBACH, JR.
* Director
- -------------------------------------
DOUGLAS R. BROWN
* Director
- -------------------------------------
JOAN C. MCARDLE
* Director
- -------------------------------------
ALISON ROSS
*By /s/ Stephen J. Doyle
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STEPHEN J. DOYLE
Attorney-in-fact
