<PAGE> 1
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-63439
PROSPECTUS SUPPLEMENT NO. 2
TO PROSPECTUS DATED DECEMBER 10, 1998
$86,250,000
ASPEN TECHNOLOGY, INC.
5 1/4% CONVERTIBLE SUBORDINATED DEBENTURES DUE JUNE 15, 2005
This Prospectus Supplement supplements the information we provided in
our December 10, 1998 Prospectus relating to our 5 1/4% Convertible Subordinated
Debentures due June 15, 2005 and the shares of our common stock that we must
issue upon conversion of those Debentures, and in our Prospectus Supplement No.
1. This Prospectus Supplement is not complete without the supplemented
Prospectus, and we have not authorized anyone to deliver or use this Prospectus
Supplement without the supplemented Prospectus.
In this Prospectus Supplement, we use capitalized terms that we defined
in the Prospectus. You should read the Prospectus to understand those terms.
Unless we indicate otherwise, the information in this Prospectus Supplement is
as of January 29, 1999.
We are providing this Prospectus Supplement to add the following
information to the table in the Prospectus under the caption "Selling
Securityholders":
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF SHARES OF COMMON SHARES OF COMMON
DEBENTURES BENEFICIALLY STOCK BENEFICIALLY STOCK BENEFICIALLY
OWNED PRIOR TO THE OWNED PRIOR TO THE SHARES OF OWNED AFTER THE
OFFERING AMOUNT OF OFFERING COMMON OFFERING
---------------------- DEBENTURES -------------------- STOCK -------------------
SELLING SECURITYHOLDER NUMBER PERCENT(1) OFFERED(2) NUMBER(3) PERCENT(4) OFFERED(3) NUMBER PERCENT(4)
- ------------------------------- ----------- ---------- ---------- --------- ---------- ---------- ------- ----------
<S> <C> <C> <C> <C> <C>
SG Cowen Securities Corporation $4,650,000 5.4% $4,650,000 87,787 * 87,787 -- --
Financial Square, 25th Floor
New York, NY 10005-3597
</TABLE>
- ------------
* Less than one percent.
(1) For purposes of this Prospectus Supplement only, we have calculated this
percentage on the basis of $86,250,000 aggregate principal amount of
Debentures outstanding on January 29, 1999.
(2) This Selling Securityholder has indicated that it may offer all of the
Debentures that it owns. As a result, no Debentures will be owned after the
offering.
(3) For purposes of this Prospectus Supplement only, we have calculated this
number using the conversion rate described on the front cover page of the
Prospectus.
(4) For purposes of this Prospectus Supplement only, we have calculated this
percentage on the basis of 24,926,493 shares of common stock outstanding on
January 21, 1999.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS FEBRUARY 4, 1999.
