<PAGE> 1
As filed with the Securities and Exchange Commission on June 17, 1999
Registration No. 333-57295
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------
ASPEN TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 04-2739697
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
Ten Canal Park
Cambridge, Massachusetts 02141
(617) 949-1000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
-------------------
Lawrence B. Evans
Chairman of the Board and Chief Executive Officer
ASPEN TECHNOLOGY, INC.
Ten Canal Park
Cambridge, Massachusetts 02141
(617) 949-1000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
-------------------
Copies to:
Stephen J. Doyle, Esq. Mark L. Johnson, Esq.
Vice President, General Counsel, FOLEY, HOAG & ELIOT LLP
Chief Legal Officer and Secretary One Post Office Square
ASPEN TECHNOLOGY, INC. Boston, Massachusetts 02109
Ten Canal Park
Cambridge, Massachusetts 02141
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<PAGE> 2
The Registrant hereby withdraws from registration all of those shares of
its common stock, $.10 par value per share, registered pursuant to its
Registration Statement on Form S-3 (registration number 333-57295) and not sold
as of the time of filing of this Post-Effective Amendment No. 1.
<PAGE> 3
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, as of June 17, 1999.
ASPEN TECHNOLOGY, INC.
By: /s/ LAWRENCE B. EVANS
----------------------
Lawrence B. Evans
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed below
by the following persons in the capacities indicated as of June 17, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ LAWRENCE B. EVANS Chairman of the Board and Chief Executive Officer
- ----------------------- (Principal Executive Officer)
Lawrence B. Evans
* Chief Financial Officer (Principal Financial and
- ----------------------- Accounting Officer)
Lisa W. Zappala
* Director
- -----------------------
Joseph F. Boston
* Director
- -----------------------
Gresham T. Brebach, Jr.
* Director
- -----------------------
Douglas R. Brown
* Director
- -----------------------
Joan C. McArdle
* Director
- -----------------------
Alison Ross
*By /s/ LAWRENCE B. EVANS
----------------------
Lawrence B. Evans
Attorney-in-fact
</TABLE>
