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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q/A
Amendment No. 1 to
[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarter ended March 31, 1998.
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.
Commission File Number: 0-24786
ASPEN TECHNOLOGY, INC.
(exact name of registrant as specified in its charter)
DELAWARE 04-2739697
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
TEN CANAL PARK, CAMBRIDGE, MASSACHUSETTS 02141
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (617) 949-1000
The undersigned registrant hereby amends the following items, financial
statements, exhibits or portions of its Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998 (dated as of May 15, 1998) as set forth in the
pages attached hereto:
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PART II. OTHER INFORMATION
Item 2. Changes in Securities and Use of Proceeds
REINCORPORATION IN DELAWARE
On March 12, 1998, Aspen Technology, Inc. a Massachusetts corporation
("Aspen Massachusetts"), changed its state of incorporation from Massachusetts
to Delaware by merging with and into Aspen Technology, Inc., a Delaware
corporation and a wholly owned subsidiary of Aspen Massachusetts ("Aspen
Delaware" or the "Company"). As a result of the reincorporation, each
outstanding share of Common Stock, $.10 par value per share, of Aspen
Massachusetts ("Aspen Massachusetts Common Stock"), including each associated
right under the Rights Agreement (the "Massachusetts Rights Plan") dated as of
October 9, 1997 between Aspen Massachusetts and American Stock Transfer and
Trust Company, as Rights Agent, changed and converted into one fully paid and
non-assessable share of Common Stock, $.10 par value per share, of Aspen
Delaware ("Aspen Delaware Common Stock").
In the reincorporation, the Certificate of Incorporation and By-Laws of
Aspen Delaware, which were filed as Exhibits 3.1 and 3.2, respectively, to the
Company's Current Report on Form 8-K dated March 26, 1998, became the
constituent instruments defining the rights of holders of Aspen Delaware Common
Stock following the reincorporation.
The Company has previously reported, as defined in Rule 12b-2 under the
Securities Exchange Act of 1934, as amended ("Rule 12b-2"), the general effect
of the material modifications to the rights of holders of Aspen Massachusetts
Common Stock effected by the adoption of the Certificate of Incorporation and
By-Laws of Aspen Delaware in its Proxy Statement dated as of November 25, 1997
under the heading "II. Proposal Two--Change in the State of Incorporation from
Massachusetts to Delaware--Significant Changes Caused by the Reincorporation."
Accordingly, the Company is not making an additional report of that information
in this Form 10-Q.
For additional information regarding changes in the Certificate of
Incorporation of the Company, see "--Stockholder Rights Plan."
STOCKHOLDER RIGHTS PLAN
As a result of the reincorporation, each right outstanding under the
Massachusetts Rights Plan, together with its associated share of Aspen
Massachusetts Common Stock, was changed and converted into one share of Aspen
Delaware Common Stock. In connection with the reincorporation, on March 12, 1998
the Board of Directors of the Company also issued rights (the "Delaware Rights")
substantially equivalent to the rights previously outstanding under the
Massachusetts Rights Plan. The Delaware Rights expire on March 12, 2008 unless
earlier redeemed by the Company. The description and other terms of the Delaware
Rights are set forth in a Rights Agreement (the "Delaware Rights Plan") dated as
of March 12, 1998 between the Company and American Stock Transfer and Trust
Company, as Rights Agent, filed as Exhibit 4.1 to the Company's Current Report
on Form 8-K dated as of March 26, 1998 (including the Form of Certificate of
Designation of Series A Participating Cumulative
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Preferred Stock and the Form of Rights Certificate). In connection with the
adoption of the Delaware Rights Plan, the Company amended its Certificate of
Incorporation on March 12, 1998 by filing a Certificate of Designation with
respect to the Series A Participating Cumulative Preferred Stock issuable upon
exercise of the Delaware Rights. The Delaware Rights have certain antitakeover
effects and could be deemed to materially limit or qualify the rights of holders
of Aspen Delaware Common Stock.
The Company has previously reported, as defined in Rule 12b-2, the
general effect of the adoption of the Certificate of Designation and the
issuance of the Delaware Rights upon the rights of the holders of Aspen Delaware
Common Stock under the heading "Item 5. Other Events" in its Current Report on
Form 8-K dated as of March 26, 1998. Accordingly, the Company is not making an
additional report of that information in this Form 10-Q.
RECENT SALES OF UNREGISTERED SECURITIES
The Company has issued the following securities that were not registered
under the Securities Act of 1933, as amended:
On October 1, 1996, the Company issued 104,162 shares of common stock,
$.10 par value per share (the "Common Stock"), to the stockholders of B-JAC
International, Inc., a Virginia corporation, pursuant to the terms of the merger
of Aspen Acquisition Corp. II, a Virginia corporation and wholly owned
subsidiary of the Company, with and into B-JAC International, Inc.
On December 31, 1996, the Company issued 155,740 shares of Common Stock
to the stockholder of Basil Joffe Associates, Inc., a Texas corporation, in
exchange for all of the issued and outstanding shares of Basil Joffe Associates,
Inc.
On August 27, 1997, the Company issued 26,502 shares of Common Stock, to
the stockholders of NeuralWare, Inc., a Pennsylvania corporation, pursuant to
the terms of the merger of AT Acquisition Corp., a Pennsylvania corporation and
wholly owned subsidiary of the Company, with and into NeuralWare, Inc. The
Company reserved an additional 6,618 and 10,980 shares of Common Stock,
respectively, for issuance upon exercise of options and warrants assumed by the
Company in connection with the acquisition of NeuralWare, Inc.
On August 28, 1997, the Company issued 288,330 shares of Common Stock to
the stockholders of The SAST Corporation Limited, a company registered in
England, in exchange for approximately 93% of the issued and outstanding shares
of ordinary stock of The SAST Corporation Limited.
On February 27, 1998, the Company issued 118,299 shares of Common Stock
to the stockholders of Cimtech S.A./N.V., a Belgian societe anonyme in exchange
for all of the issued and outstanding shares of Cimtech S.A./N.V. The Company
reserved an additional 7,993 shares of Common Stock for issuance upon conversion
of a convertible debenture assumed by the Company in connection with the
acquisition of Cimtech S.A./N.V.
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On February 27, 1998, the Company issued 21,975 shares of Common Stock to
the sole stockholder of Contas Process Control S.r.L. in exchange for all of the
issued and outstanding equity interest in Contas Process Control S.r.L.
On March 16, 1998, the Company issued 171,337 shares of Common Stock to
the stockholders of Zyqad Limited in exchange for all of the issued and
outstanding capital stock of Zyqad Limited. The Company reserved an additional
47,490 shares of Common Stock for issuance upon exercise of options assumed by
the Company in connection with the acquisition of Zyqad Limited.
The foregoing information gives retroactive effect to a two-for-one split
of the Common Stock effected as of February 28, 1997. The foregoing issuances
were made in reliance upon the exemption from registration set forth in Section
4(2) of the Securities Act relating to sales by an issuer not involving any
public offering. None of the foregoing transactions involved a distribution or
public offering. No underwriters were engaged in connection with the foregoing
issuances of securities and no underwriting discounts or commissions were paid.
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SIGNATURES
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.
Dated: June 10, 1998 By: /s/ Mary A. Palermo
-------------------------------------
Executive Vice President, Finance and
Chief Financial Officer
