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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 8, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ASPEN TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-2739697
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
TEN CANAL PARK, CAMBRIDGE, MASSACHUSETTS 02141
(Address of Principal Executive Offices) (Zip Code)
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ASPEN TECHNOLOGY, INC. 1995 STOCK OPTION PLAN
(Full Title of the Plan)
LAWRENCE B. EVANS
CHAIRMAN OF THE BOARD OF DIRECTORS
AND CHIEF EXECUTIVE OFFICER
ASPEN TECHNOLOGY, INC.
TEN CANAL PARK
CAMBRIDGE, MASSACHUSETTS 02141
(Name and Address of Agent for Service)
(617) 949-1000
(Telephone Number, Including Area Code, of Agent For Service)
With copies to:
Stephen J. Doyle, Esq. Mark L. Johnson, Esq.
Vice President and General Counsel Foley, Hoag & Eliot LLP
Aspen Technology, Inc. One Post Office Square
Ten Canal Park Boston, Massachusetts 02109
Cambridge, Massachusetts 02141
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT MAXIMUM OFFERING AGGREGATE REGISTRATION
TO BE REGISTERED TO BE REGISTERED PRICE PER SHARE(2)(3) OFFERING PRICE(2) FEE
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<S> <C> <C> <C> <C>
Common stock, $.10 par value(1).... 2,255,608 shares $9.03 $20,370,960 $5,664
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(1) Each share of common stock will be accompanied by one right to purchase series A participating cumulative
preferred stock of the registrant.
(2) Estimated solely for the purpose of determining the registration fee.
(3) In accordance with Rules 457(c) and 457(h) under the Securities Act of 1933, the calculation is based
on the average of the high and low sale prices of the common stock as reported in the consolidated reporting
system of the Nasdaq National Market on June 2, 1999.
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This Registration Statement covers 2,255,608 shares of our common stock
issuable pursuant to our 1995 Stock Option Plan. These shares are in addition to
the 1,284,685 shares of common stock registered pursuant to the Registration
Statement on Form S-8, File No. 333-11651, we filed with the Securities and
Exchange Commission on September 9, 1996.
The contents of our Registration Statement on Form S-8, File No. 333-11651,
are incorporated herein by reference.
1
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
Exhibit
No. Description
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4.1(1) Certificate of Incorporation of Aspen Technology, Inc.
4.2(1) By-Laws of Aspen Technology, Inc.
4.3(2) Specimen certificate for shares of common stock, $.10 par
value, of Aspen Technology, Inc.
4.4(3) Rights Agreement dated as of October 9, 1997, between Aspen
Technology, Inc. and American Stock Transfer and Trust
Company, as Rights Agent
4.5(3) Specimen certificate representing Rights to Purchase Series
A Participating Cumulative Preferred Stock of Aspen
Technology, Inc. (included as Exhibit B to the Rights
Agreement referenced in Exhibit 4.4)
4.6(4) Aspen Technology, Inc. 1995 Stock Option Plan
5.1 Opinion of Foley, Hoag & Eliot LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1)
24.1 Power of Attorney (contained on the signature page)
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(1) Previously filed as an exhibit to our Current Report on Form 8-K dated
March 12, 1998 (filed on March 27, 1998), and incorporated herein by
reference.
(2) Previously filed as an exhibit to our Registration Statement on Form 8-A
(filed on September 13, 1994, as amended by Amendment No. 1 thereto (filed
on June 12, 1998), and incorporated herein by reference.
(3) Previously filed as an exhibit to our Registration Statement on Form 8-A
(filed on October 10, 1997), as amended by Amendment No. 1 thereto (filed
on June 12, 1998), and incorporated herein by reference.
(4) Previously filed as an exhibit to our Registration Statement on Form S-8
(Registration No. 333-11651) filed on September 9, 1996, and incorporated
herein by reference.
II-1
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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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Cambridge, Commonwealth of Massachusetts, as of June
4, 1999.
ASPEN TECHNOLOGY, INC.
By /s/ LAWRENCE B. EVANS
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LAWRENCE B. EVANS
Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Aspen Technology, Inc., hereby
severally constitute and appoint Lawrence B. Evans, Lisa W. Zappala and Stephen
J. Doyle, and each of them singly, our true and lawful attorneys with full power
to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the Registration Statement on Form S-8 filed
herewith and any and all pre-effective and post-effective amendments to said
Registration Statement, and generally to do all such things in our names and on
our behalf in our capacities as officers and directors to enable Aspen
Technology, Inc. to comply with the provisions of the Securities Act of 1933 and
all requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated as of June 4, 1999.
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SIGNATURE TITLE
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<C> <C>
/s/ LAWRENCE B. EVANS Chairman of the Board and Chief Executive Officer
- --------------------------------------- (Principal Executive Officer)
LAWRENCE B. EVANS
/s/ LISA W. ZAPPALA Chief Financial Officer
- --------------------------------------- (Principal Financial and Accounting Officer)
LISA W. ZAPPALA
/s/ JOSEPH F. BOSTON Director
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JOSEPH F. BOSTON
/s/ GRESHAM T. BREBACH, JR. Director
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GRESHAM T. BREBACH, JR.
/s/ DOUGLAS R. BROWN Director
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DOUGLAS R. BROWN
/s/ JOAN C. MCARDLE Director
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JOAN C. MCARDLE
/s/ ALISON ROSS Director
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ALISON ROSS
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EXHIBIT INDEX
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Exhibit
No. Description
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4.1(1) Certificate of Incorporation of Aspen Technology, Inc.
4.2(1) By-Laws of Aspen Technology, Inc.
4.3(2) Specimen certificate for shares of common stock, $.10 par
value, of Aspen Technology, Inc.
4.4(3) Rights Agreement dated as of October 9, 1997, between Aspen
Technology, Inc. and American Stock Transfer and Trust
Company, as Rights Agent
4.5(3) Specimen certificate representing Rights to Purchase Series
A Participating Cumulative Preferred Stock of Aspen
Technology, Inc. (included as Exhibit B to the Rights
Agreement referenced in Exhibit 4.4)
4.6(4) Aspen Technology, Inc. 1995 Stock Option Plan
5.1 Opinion of Foley, Hoag & Eliot LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Foley, Hoag & Eliot LLP (included in Exhibit 5.1)
24.1 Power of Attorney (contained on the signature page)
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(1) Previously filed as an exhibit to our Current Report on Form 8-K dated
March 12, 1998 (filed on March 27, 1998), and incorporated herein by
reference.
(2) Previously filed as an exhibit to the Corporation's Registration Statement
on Form 8-A, as amended by Amendment No. 1 thereto (filed on June 12,
1998), and incorporated herein by reference.
(3) Previously filed as an exhibit to our Registration Statement on Form 8-A
(filed on October 10, 1997), as amended by Amendment No. 1 thereto (filed
on June 12, 1998), and incorporated herein by reference.
(4) Previously filed as an exhibit to the Corporation's Registration Statement
on Form S-8 (Registration No. 333-11651) filed on September 9, 1996, and
incorporated herein by reference.
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Exhibit 5.1
FOLEY, HOAG & ELIOT LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109-2170
TELEPHONE 617-832-1000 1747 PENNSYLVANIA AVE., N.W.
FACSIMILE 617-832-7000 WASHINGTON, D.C. 20006
http://www.fhe.com TEL: 202-223-1200
FAX: 202-785-6687
June 8, 1999
ASPEN TECHNOLOGY, INC.
Ten Canal Park
Cambridge, Massachusetts 02141
Ladies and Gentlemen:
We have acted as counsel for Aspen Technology, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of a Registration Statement on Form S-8 (the "Registration Statement") relating
to the offering by the Company of 2,255,608 shares (the "Shares") of its common
stock, $.10 par value, issuable pursuant to the Aspen Technology, Inc. 1995
Stock Option Plan (the "Plan").
In arriving at the opinions expressed below, we have examined and relied on
the following documents:
(i) the Registration Statement;
(ii) the Plan;
(iii) the Certificate of Incorporation and By-Laws of the Company; and
(iv) a written consent adopted by the Board of Directors as of June 3,
1999.
In addition, we have examined and relied on the originals or copies
certified or otherwise identified to our satisfaction of all such other records,
documents and instruments of the Company and such other persons, and we have
made such investigations of law, as we have deemed appropriate as a basis for
the opinions expressed below. We have assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals and the
conformity to the original documents of all documents submitted to us as
certified or photostatic copies.
We express no opinion other than as to the General Corporation Law of the
State of Delaware.
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ASPEN TECHNOLOGY, INC.
June 8, 1999
Page Two
Based upon the foregoing, we are of the opinion that:
1. The Company has the corporate power necessary for the issuance of the
Shares under the Plan, as contemplated by the Registration Statement.
2. The Shares have been duly authorized and, when issued against payment
of the agreed consideration therefor in accordance with the respective
exercise prices therefor as described in the Plan, will be validly
issued, fully paid and non-assessable.
We consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement.
Very truly yours,
FOLEY, HOAG & ELIOT LLP
By /s/ Mark L. Johnson
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A Partner
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of our reports dated
August 11, 1998 included in the Annual Report on Form 10-K of Aspen Technology,
Inc. for the fiscal year ended June 30, 1998 and to the reference to our firm in
this Registration Statement.
/s/ ARTHUR ANDERSEN LLP
Boston, Massachusetts
June 3, 1999
