ASPEN TECHNOLOGY INC /DE/
S-3, 2000-10-10
COMPUTER PROGRAMMING SERVICES
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<PAGE>   1
     As filed with the Securities and Exchange Commission on October 10, 2000
                                                    Registration No. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ---------------

                                    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 No.)

                                 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:
  Michael J. Muscatello, Esq.                         Mark L. Johnson, Esq.
        General Counsel                                 Hale and Dorr LLP
    Aspen Technology, Inc.                              60 State Street
       Ten Canal Park                              Boston, Massachusetts 02109
Cambridge, Massachusetts 02141                      Telephone: (617) 526-6000
 Telephone: (617) 949-1000                              Fax: (617) 526-5000
    Fax: (617) 949-1717

                                 --------------

     Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective.

     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] 333-_________.

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] 333-__________.

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
                               ------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------
                                                                    PROPOSED          PROPOSED
                                                                    MAXIMUM            MAXIMUM
TITLE OF EACH CLASS OF                       AMOUNT TO BE         OFFERING PRICE      AGGREGATE           AMOUNT OF
SECURITIES TO BE REGISTERED                   REGISTERED          PER SHARE(1)     OFFERING PRICE(1)   REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                      <C>            <C>                     <C>
Common stock, $.10 par value per share....  660,276 shares           $36.625         $24,182,608.50          $6,385
------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated solely for purposes of calculating the registration fee pursuant
     to Rule 457(c) under the Securities Act and based upon the average of the
     high and low prices on the Nasdaq National Market on October 9, 2000.

                                ---------------

     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
SHALL DETERMINE.

================================================================================


<PAGE>   2


The information in this prospectus is not complete and may be changed. The
selling stockholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities, and the selling
stockholders are not soliciting offers to buy these securities, in any
jurisdiction where the offer or sale is not permitted.

                 Subject to completion, dated October 10, 2000.


PROSPECTUS

                                 660,276 SHARES

                             ASPEN TECHNOLOGY, INC.

                                  COMMON STOCK

                                 ---------------





This prospectus relates to resales of shares of common stock previously issued
by us to the former stockholders of Petrolsoft Corporation in connection with
our acquisition of that company.

We will not receive any proceeds from the sale of the shares.

The selling stockholders identified in this prospectus, or their pledgees,
donees, transferees or other successors-in-interest, may offer the shares from
time to time through public or private transactions at prevailing market prices,
at prices related to prevailing market prices or at privately negotiated prices.

Our common stock is traded on the Nasdaq National Market under the symbol
"AZPN."

                                ---------------





         INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK.
                     SEE "RISK FACTORS" BEGINNING ON PAGE 4.

                                ----------------





THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE NOT
APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                              -------------------





                The date of this prospectus is        , 2000.



<PAGE>   3


                                TABLE OF CONTENTS

                                                                   PAGE

        Prospectus Summary.........................................   3

        Risk Factors...............................................   4

        Litigation.................................................  10

        Special Note Regarding Forward-Looking Information.........  10

        Use of Proceeds............................................  11

        Selling Stockholders.......................................  11

        Plan of Distribution.......................................  12

        Legal Matters..............................................  13

        Experts....................................................  13

        Where You Can Find More Information........................  14

        Incorporation of Documents by Reference....................  14


     We have not authorized anyone to provide you with information different
from that contained or incorporated by reference in this prospectus. The selling
stockholders are offering to sell, and seeking offers to buy, shares of our
common stock only in jurisdictions where offers and sales are permitted. The
information contained in this prospectus is accurate only as of the date of this
prospectus, regardless of the time of delivery of this prospectus or of any sale
of common stock. Unless the context otherwise requires, references in this
prospectus to "Aspen Technology," "we," "us," and "our" refer to Aspen
Technology, Inc. and its subsidiaries.

     AspenTech is our registered trademark. This prospectus also contains
trademarks of other companies.





                                      -2-


<PAGE>   4



                               PROSPECTUS SUMMARY


     This summary highlights important features of this offering and the
information included or incorporated by reference in this prospectus. This
summary does not contain all of the information that you should consider before
investing in our common stock. You should read the entire prospectus carefully,
especially the risks of investing in our common stock discussed under "Risk
Factors."


                                ASPEN TECHNOLOGY

OUR BUSINESS:  We are a leading global provider of intelligent decision-
               support and eBusiness solutions to the process industries. Our
               decision-support software and service solutions enable customers
               to automate, integrate and optimize complex engineering,
               manufacturing and supply chain functions. Customers use our
               eBusiness solutions to automate and synchronize collaborations
               with suppliers, customers and other trading partners over the
               Internet. Customers use our solutions to optimize manufacturing
               performance at the individual plant level, across multiple plants
               and throughout the extended supply chain. These solutions enable
               customers to increase competitiveness and profitability by
               improving manufacturing efficiency, responsiveness and product
               quality.

               We believe that our extensive domain knowledge in process
               modeling and chemical engineering is a competitive advantage. Our
               customer base of over 1,000 process manufacturers includes 46 of
               the world's 50 largest chemical companies, 23 of the world's 25
               largest petroleum refiners and 18 of the world's 20 largest
               pharmaceutical companies. In order to leverage our internal sales
               and marketing efforts, enhance the breadth of our solutions and
               expand our implementation capabilities, we have established a
               broad network of strategic partners, including e-Chemicals,
               Extricity Software, IBM, Microsoft, Origin,
               PricewaterhouseCoopers and Union Carbide.

OUR ADDRESS:   Our principal executive offices are located at Ten Canal Park,
               Cambridge, Massachusetts 02141. Our telephone number is (617)
               949-1000. Our website is located at www.aspentech.com;
               information contained in our website is not a part of this
               prospectus.

                                  THE OFFERING

COMMON STOCK
OFFERED:       All of the 660,276 shares offered by this prospectus are being
               sold by the selling stockholders. The selling stockholders are
               the former stockholders of Petrolsoft Corporation (or their
               successors in interest) who acquired the offered shares as a
               result of our acquisition of Petrolsoft in June 2000.

USE OF
PROCEEDS:      We will not receive any proceeds from the sale of shares in
               this offering.





                                      -3-
<PAGE>   5


                                  RISK FACTORS

     Investing in our common stock involves a high degree of risk. You should
carefully consider the risks and uncertainties described below before purchasing
our common stock. The risks and uncertainties described below are not the only
ones facing our company. Additional risks and uncertainties may also impair our
business operations. If any of the following risks actually occur, our business,
financial condition or results of operations would likely suffer. In that case,
the trading price of our common stock could fall, and you may lose all or part
of the money you paid to buy our common stock.

OUR LENGTHY SALES CYCLE MAKES IT DIFFICULT TO PREDICT QUARTERLY REVENUE LEVELS
AND OPERATING RESULTS.

     Because license fees for our software products are substantial and the
decision to purchase our products typically involves members of our customers'
senior management, the sales process for our solutions is lengthy and can exceed
one year. Accordingly, the timing of our software revenues is difficult to
predict, and the delay of an order could cause our quarterly revenues to fall
substantially below expectations. Moreover, to the extent that we succeed in
shifting customer purchases away from individual software solutions and toward
more costly integrated suites of software and services, our sales cycle may
lengthen, which could increase the likelihood of delays and cause the effect of
a delay to become more pronounced. We have limited experience in forecasting the
timing of sales of our integrated suites of software and services. Delays in
sales could cause significant shortfalls in our revenues and operating results
for any particular period.

FLUCTUATIONS IN OUR QUARTERLY REVENUES, OPERATING RESULTS AND CASH FLOW MAY
CAUSE THE MARKET PRICE OF OUR COMMON STOCK TO FALL.

     Our revenues, operating results and cash flow have fluctuated in the past
and may fluctuate significantly in the future as a result of a variety of
factors, many of which are outside of our control, including:

     -    our customers' purchasing patterns;

     -    the length of our sales cycle;

     -    changes in the mix of our license revenues and service revenues;

     -    the timing of introductions of new solutions and enhancements by us
          and our competitors;

     -    seasonal weakness in the first quarter of each fiscal year, primarily
          caused by a slowdown in business in some of our international markets;

     -    the timing of our investments in new product development;

     -    changes in our operating expenses; and

     -    fluctuating economic conditions, particularly as they affect companies
          in the chemicals, petrochemicals and petroleum industries.

     We ship software products within a short period after receipt of an order
and typically do not have a material backlog of unfilled orders for software
products. Consequently, revenues from software licenses in any quarter are
substantially dependent on orders booked and shipped in that quarter.
Historically, a majority of each quarter's revenues from software licenses has
come from license agreements that have been entered into in the final weeks of
the quarter. Therefore, even a short delay in the consummation of an agreement
may cause our revenues to fall below public expectations for that quarter.

     Since our expense levels are based in part on anticipated revenues, we may
be unable to adjust spending quickly enough to compensate for any revenue
shortfall and any revenue shortfall would likely have a disproportionately
adverse effect on our operating results. We expect that these factors will
continue to affect our operating results for the foreseeable future. Because of
the foregoing factors, we believe that period-to-period comparisons of our
operating results are not necessarily meaningful and should not be relied upon
as indications of future performance.




                                      -4-
<PAGE>   6

     As a result of lower-than-anticipated license revenues in our fiscal
quarters ended September 30, 1998 and March 31, 1999, our operating results for
each of those quarters were below the expectations of public market analysts and
many investors. In each case, the market price of our common stock declined
substantially upon the announcement of our operating results. If, due to one or
more of the foregoing factors or an unanticipated cause, our operating results
fail to meet the expectations of public market analysts and investors in a
future quarter, the market price of our common stock would likely decline.

BECAUSE WE DERIVE A MAJORITY OF OUR TOTAL REVENUES FROM CUSTOMERS IN THE
CYCLICAL CHEMICALS, PETROCHEMICALS AND PETROLEUM INDUSTRIES, OUR OPERATING
RESULTS MAY SUFFER IF THESE INDUSTRIES EXPERIENCE AN ECONOMIC DOWNTURN.

     We derive a majority of our total revenues from companies in the chemicals,
petrochemicals and petroleum industries. Accordingly, our future success depends
upon the continued demand for manufacturing optimization software and services
by companies in these process manufacturing industries. The chemicals,
petrochemicals and petroleum industries are highly cyclical. In the past,
worldwide economic downturns and pricing pressures experienced by chemical,
petrochemical and petroleum companies have led to consolidations and
reorganizations. These downturns, pricing pressures and restructurings have
caused delays and reductions in capital and operating expenditures by many of
these companies. These delays and reductions have reduced demand for products
and services like ours. A recurrence of these industry patterns, as well as
general domestic and foreign economic conditions and other factors that reduce
spending by companies in these industries, could harm our operating results in
the future.

IF WE DO NOT HIRE AND RETAIN HIGHLY QUALIFIED EMPLOYEES, WE MAY BE UNABLE TO
EXECUTE OUR BUSINESS PLAN SUCCESSFULLY.

     Our success depends, in large part, on our ability to attract, hire, train
and retain highly qualified employees, particularly project engineers, supply
chain and eBusiness experts, sales and marketing personnel and operations
research experts. For project engineers and other process manufacturing experts,
we primarily hire individuals who have obtained a doctoral or master's degree in
chemical engineering or a related discipline or who have significant relevant
industry experience. As a result, the pool of qualified potential employees is
relatively small, and we face significant competition for these employees, from
not only our direct competitors but also our customers, academic institutions
and other enterprises. In addition, the pool of individuals with supply chain
and eBusiness expertise is very limited, and competition for these individuals
is intense. We have limited experience in hiring and retaining employees in this
area. Our failure to recruit and retain the highly qualified employees who are
integral to our services, product development and sales and marketing efforts
may limit the rate at which we generate sales and develop new products and
product enhancements, which could hurt our operating results. Moreover, intense
competition for these employees may result in significant increases in our labor
costs, which would impact our operating results.

WE WILL LOSE VALUABLE STRATEGIC LEADERSHIP AND OUR CUSTOMER RELATIONSHIPS MAY BE
HARMED IF WE LOSE THE SERVICES OF OUR CHIEF EXECUTIVE OFFICER OR OTHER KEY
PERSONNEL.

     Our future success depends to a significant extent on Lawrence B. Evans,
our principal founder, Chairman and Chief Executive Officer, our other executive
officers and a number of key engineering, technical, managerial and marketing
personnel. The loss of the services of any of these individuals or groups of
individuals could harm our business. None of our executive officers has entered
into an employment agreement with us.

IF WE DO NOT COMPETE SUCCESSFULLY, WE MAY LOSE MARKET SHARE.

     We face three primary sources of competition:

     -    commercial vendors of software products targeting one or more process
          manufacturing functions in the areas of engineering, manufacturing and
          supply chain, such as Hyprotech, a division of AEA Technology, i2
          Technologies, SAP and Simulation Sciences, a division of Invensys;




                                      -5-
<PAGE>   7

     -    vendors of hardware that offer software solutions in order to add
          value to their proprietary distributed control systems, such as
          Honeywell and Invensys, and vendors of ERP systems, such as Oracle,
          PeopleSoft and SAP; and

     -    large companies in the process industries that have developed their
          own proprietary software solutions.

     Some of our current competitors have significantly greater financial,
marketing and other resources than we have. In addition, many of our current
competitors have established, and may in the future continue to establish,
cooperative relationships with third parties to improve their product offerings
and to increase the availability of their products to the marketplace. The entry
of new competitors or alliances into our market could reduce our market share,
require us to lower our prices, or both. Many of these factors are outside our
control, and we may not be able to maintain or enhance our competitive position
against current and future competitors.

OUR REVENUE GROWTH WILL DEPEND ON OUR RELATIONSHIPS WITH SYSTEMS INTEGRATORS AND
OTHER STRATEGIC PARTNERS.

     One element of our growth strategy is to increase the number of third-party
implementation partners who market and integrate our products. If we do not
adequately train a sufficient number of systems integrator partners, or if
potential partners focus their efforts on integrating or co-selling competing
products to the process industries, our future revenue growth could be limited
and our operating results could be harmed. If our partners fail to implement our
solutions for our customers properly, the reputations of our solutions and our
company could be harmed and we might be subject to claims by our customers. We
also intend to continue to establish partnerships with technology companies,
such as Extricity Software, and new eBusiness entities, such as e-Chemicals, to
accelerate the development and marketing of our eBusiness solutions. To the
extent that we are unsuccessful in maintaining our existing relationships and
developing new relationships, our revenue growth may be harmed.

IF WE FAIL TO ANTICIPATE AND RESPOND TO CHANGES IN THE MARKET FOR EBUSINESS
SOLUTIONS FOR PROCESS MANUFACTURERS, WHICH IS AT A VERY EARLY STAGE, OUR FUTURE
REVENUE GROWTH MAY BE LIMITED.

     The use of eBusiness solutions by process manufacturers is at a very early
stage. Because this market is new, it is difficult to predict its potential size
or growth rate. Moreover, historically, the process industries have not been
early adopters of new business technologies. In addition, the market for
eBusiness software and services for process manufacturing optimization is
characterized by rapidly changing technology and customer needs. Our future
success depends on our ability to enhance our current eBusiness offerings, to
anticipate trends in the process industries regarding use of the Internet, and
to develop in a timely and cost-effective manner new software and services that
respond to evolving customer needs, emerging Internet technologies and
standards, and new competitive software and service offerings.

IF WE FAIL TO INTEGRATE THE OPERATIONS OF THE COMPANIES WE ACQUIRE, WE MAY NOT
REALIZE THE ANTICIPATED BENEFITS AND OUR OPERATING COSTS COULD INCREASE.

     We intend to continue to pursue strategic acquisitions that will provide us
with complementary products, services and technologies and with additional
personnel. The identification and pursuit of these acquisition opportunities and
the integration of acquired personnel, products, technologies and businesses
require a significant amount of management time and skill. There can be no
assurance that we will identify suitable acquisition candidates, consummate any
acquisition on acceptable terms or successfully integrate any acquired business
into our operations. Additionally, in light of the consolidation trend in our
industry, we expect to face competition for acquisition opportunities, which may
substantially increase the cost of any potential acquisition.

     We have experienced in the past, and may experience again in the future,
problems integrating the operations of a newly acquired company with our own
operations. Acquisitions also expose us to potential risks, including diversion
of management's attention, failure to retain key acquired personnel, assumption
of legal or other liabilities and contingencies, and the amortization of
goodwill and other acquired intangible assets. Moreover, customer
dissatisfaction with, or problems caused by, the performance of any acquired
products or technologies could hurt our reputation.


                                      -6-
<PAGE>   8

     We may issue additional equity securities or incur long-term indebtedness
to finance future acquisitions. The issuance of equity securities could result
in dilution to existing stockholders, while the use of cash reserves or
significant debt financing could reduce our liquidity and weaken our financial
condition.

WE MAY LOSE ALL OR PART OF OUR INVESTMENT IN PETROVANTAGE IF PETROVANTAGE IS
UNABLE TO DEVELOP AN INDEPENDENT, SELF-SUSTAINING DIGITAL MARKETPLACE.

     On September 14, 2000, we announced that we had formed PetroVantage, Inc.
to develop and operate a digital, Internet-based marketplace for crude oil,
intermediates and refined petroleum products. We have committed to invest $10
million in PetroVantage and may invest additional amounts in the future. We may
lose all or a portion of our investment in PetroVantage if PetroVantage's
digital marketplace does not gain market acceptance, is unable to achieve
profitability or positive cash flow, or otherwise fails to meet our
expectations.

     The operation of a digital marketplace differs significantly from the
operation of our traditional business, and PetroVantage has no operating history
that can be used to evaluate its business and future prospects. The creation and
maintenance of a digital marketplace for bulk commodities such as petroleum is a
new, rapidly evolving and intensely competitive business. Barriers to entry are
relatively low as potential competitors are able to launch new competing sites
at relatively low costs using commercially-available software.

     PetroVantage faces significant risks and uncertainties relating to its
ability to implement its new and unproven business model. These risks include
the following:

     -    PetroVantage may be unable to attract commodity traders, brokers,
          petroleum companies, logistics providers, and other parties to use
          PetroVantage as their platform for carrying out activities related to
          the trading of crude oil and other petroleum products. These
          individuals and companies may be committed to other digital
          marketplaces or projects to build digital marketplaces, may be
          unconvinced of the value of participating in a digital marketplace, or
          may be concerned that a digital marketplace could reduce their
          competitiveness or profits.

     -    We intend that PetroVantage be operated and perceived as an
          independent entity separate from our core business. We believe that
          PetroVantage's independence is critical to its success because
          potential users, some of which may compete with our company, will be
          less likely to utilize the marketplace if they perceive that we rather
          than PetroVantage are operating the marketplace. We may be unable to
          attract outside investors as part of our strategy to make PetroVantage
          a neutral digital marketplace that is not controlled by a technology
          or petroleum company.

     -    PetroVantage's business model relies on its ability to provide users
          of the PetroVantage digital marketplace with a superior trading
          experience and to maintain sufficient transaction volume to attract
          buyers and sellers to the PetroVantage marketplace. The effective
          promotion and positioning of PetroVantage will depend heavily upon
          PetroVantage's efforts to provide users with high quality and
          efficient service to help them carry out transactions. To accomplish
          this goal, PetroVantage will invest heavily in site development,
          technology and operating infrastructure development. We cannot be
          certain that PetroVantage will be able to develop, license or acquire,
          and then integrate, those technologies, if at all, without delays or
          inefficiencies.

     -    PetroVantage's business model relies heavily on the value provided
          users of the digital marketplace by decision support software
          applications and collaboration among trading partners. To accomplish
          this PetroVantage will need to design a compelling workflow for
          petroleum trading, develop or modify our decision support software to
          be useable over the internet, and provide data and information from
          petroleum companies and others. We cannot be certain that the workflow
          design will meet the needs of traders or be favored by traders,
          brokers and other companies; that the decision support software will
          work well over the internet, or that we will be able to establish
          arrangements for sharing information or carrying out transactions with
          brokers, petroleum companies, shipping companies or individuals or
          companies who participate in the petroleum market.



                                      -7-
<PAGE>   9

WE MAY SUFFER LOSSES ON FIXED-PRICE ENGAGEMENTS.

     We derive a substantial portion of our total revenues from service
engagements and a significant percentage of these engagements have been
undertaken on a fixed-price basis. We bear the risk of cost overruns and
inflation in connection with fixed-price engagements, and as a result, any of
these engagements may be unprofitable. In the past, we have had cost overruns on
fixed-price service engagements. In addition, to the extent that we are
successful in shifting customer purchases to our integrated suites of software
and services and we price those engagements on a fixed-price basis, the size of
our fixed-price engagements may increase, which could cause the impact of an
unprofitable fixed-price engagement to have a more pronounced impact on our
operating results.

WE ARE, AND MAY IN THE FUTURE BE, INVOLVED IN SECURITIES CLASS ACTION
LITIGATION.

     In October and November 1998, stockholders commenced three separate legal
actions against us and some of our directors and officers. These lawsuits seek
substantial monetary damages for alleged violations of securities laws. If the
plaintiffs are successful and their recoveries exceed the limits of our
insurance coverage, our financial position will be harmed. Litigation is
inherently uncertain and an adverse resolution of these actions may have a
negative effect on our operating results in the period in which they are
resolved. For further discussion of these lawsuits, see "Litigation."

OUR BUSINESS MAY SUFFER IF WE FAIL TO ADDRESS THE CHALLENGES ASSOCIATED WITH
INTERNATIONAL OPERATIONS.

     We have derived approximately 50% of our total revenues from customers
outside the United States in each of the past three fiscal years. We anticipate
that revenues from customers outside the United States will continue to account
for a significant portion of our total revenues for the foreseeable future. Our
operations outside the United States are subject to additional risks, including:

     -    unexpected changes in regulatory requirements, exchange rates, tariffs
          and other barriers;

     -    political and economic instability;

     -    difficulties in managing distributors and representatives;

     -    difficulties in staffing and managing foreign subsidiary operations;

     -    difficulties and delays in translating products and product
          documentation into foreign languages; and

     -    potentially adverse tax consequences.

     The impact of future exchange rate fluctuations on our operating results
cannot be accurately predicted. In recent years, we have increased the extent to
which we denominate arrangements with international customers in the currencies
of the countries in which the software or services are provided. From time to
time we have engaged in, and may continue to engage in, hedges of a significant
portion of installment contracts denominated in foreign currencies. Any hedging
policies implemented by us may not be successful, and the cost of these hedging
techniques may have a significant negative impact on our operating results.

WE MAY NOT BE ABLE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS, WHICH COULD MAKE
US LESS COMPETITIVE AND CAUSE US TO LOSE MARKET SHARE.

     We regard our software as proprietary and rely on a combination of
copyright, patent, trademark and trade secret laws, license and confidentiality
agreements, and software security measures to protect our proprietary rights. We
have United States patents for the expert guidance system in our proprietary
graphical user interface, the simulation and optimization methods in our
optimization software, a process flow diagram generator in our planning and
scheduling software, and a process simulation apparatus in our polymers
software. We have registered or have applied to register certain of our
significant trademarks in the United States and in certain other countries. We
generally enter into non-disclosure agreements with our employees and customers,
and historically have restricted access to our software products' source codes,
which we regard as proprietary information. In a few cases, we have provided
copies of the source code for certain products to customers solely for the
purpose of special product



                                       -8-


<PAGE>   10

customization and have deposited copies of the source code for some of our
products in third-party escrow accounts as security for ongoing service and
license obligations. In these cases, we rely on non-disclosure and other
contractual provisions to protect our proprietary rights.

     The laws of certain countries in which our products are licensed do not
protect our products and intellectual property rights to the same extent as the
laws of the United States. The laws of many countries in which we license our
products protect trademarks solely on the basis of registration. The steps we
have taken to protect our proprietary rights may not be adequate to deter
misappropriation of our technology or independent development by others of
technologies that are substantially equivalent or superior to our technology.
Any misappropriation of our technology or development of competitive
technologies could harm our business, and could force us to incur substantial
costs in protecting and enforcing our intellectual property rights.

WE MAY HAVE TO DEFEND AGAINST INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS, WHICH
COULD BE EXPENSIVE AND, IF WE ARE NOT SUCCESSFUL, COULD DISRUPT OUR BUSINESS.

     Third parties may assert patent, trademark, copyright and other
intellectual property rights to technologies that are important to us. In such
an event, we may be required to incur significant costs in litigating a
resolution to the asserted claims. The outcome of any litigation could require
us to pay damages or obtain a license to a third party's proprietary rights in
order to continue licensing our products as currently offered. If such a license
is required, it might not be available on terms acceptable to us, if at all.

OUR INABILITY TO MANAGE OUR GROWTH MAY HARM OUR OPERATING RESULTS.

     We have experienced substantial growth in recent years in the number of our
employees, the scope of our operating and financial systems, and the geographic
area of our operations. Our operations have expanded significantly through both
internal growth and acquisitions. Our growth has placed, and is expected to
continue to place, a significant strain on our management and our operating and
financial systems. To manage our growth effectively, we must continue to expand
our management team, attract, motivate and retain employees, and implement and
improve our operating and financial systems. Our current management systems may
not be adequate and we may not be able to manage any future growth successfully.

OUR SOFTWARE IS COMPLEX AND MAY CONTAIN UNDETECTED ERRORS.

     Like many other complex software products, our software has on occasion
contained undetected errors or "bugs." Because new releases of our software
products are initially installed only by a selected group of customers, any
errors or "bugs" in those new releases may not be detected for a number of
months after the delivery of the software. These errors could result in loss of
customers, harm to our reputation, adverse publicity, loss of revenues, delay in
market acceptance, diversion of development resources, increased insurance costs
or claims against us by customers.

WE MAY BE SUBJECT TO SIGNIFICANT EXPENSES AND DAMAGES BECAUSE OF LIABILITY
CLAIMS.

     The sale and implementation of certain of our software products and
services, particularly in the areas of advanced process control and
optimization, may entail the risk of product liability claims. Our software
products and services are used in the design, operation and management of
manufacturing processes at large facilities, and any failure of our software
could result in significant claims against us for damages or for violations of
environmental, safety and other laws and regulations. Our agreements with our
customers generally contain provisions designed to limit our exposure to
potential product liability claims. It is possible, however, that the limitation
of liability provisions in our agreements may not be effective as a result of
federal, state or local laws or ordinances or unfavorable judicial decisions. A
substantial product liability claim against us could harm our operating results
and financial condition.

OUR COMMON STOCK MAY EXPERIENCE SUBSTANTIAL PRICE AND VOLUME FLUCTUATIONS.

     The equity markets have from time to time experienced extreme price and
volume fluctuations, particularly in the high technology sector, and those
fluctuations have often been unrelated to the operating performance of
particular companies. In addition, factors such as our financial performance,
announcements of technological



                                      -9-

<PAGE>   11

innovations or new products by us or our competitors, as well as market
conditions in the computer software or hardware industries, may have a
significant impact on the market price of our common stock.

WE HAVE ANTI-TAKEOVER DEFENSES THAT COULD DELAY OR PREVENT AN ACQUISITION OF OUR
COMPANY, WHICH MAY REDUCE THE MARKET PRICE OF OUR COMMON STOCK.

     Our charter and bylaws and applicable Delaware laws contain provisions that
may discourage acquisition bids for us and that may deprive stockholders of
certain opportunities to receive a premium for their stock as part of an
acquisition, which may have the effect of reducing the market price of our
common stock. In addition, we have adopted a stockholder rights plan, which also
may deter or delay attempts to acquire us or accumulate shares of our common
stock.


                                   LITIGATION

     On October 5, 1998, a purported class action lawsuit was filed in the
United States District Court for the District of Massachusetts against us and
certain of our officers and directors, on behalf of purchasers of our common
stock between April 28, 1998 and October 2, 1998. This lawsuit is identified
here as the Van Ormer Complaint. The lawsuit seeks an unspecified amount of
damages and claims violations of Sections 10(b) and 20(a) of the Securities
Exchange Act, alleging that we issued a series of materially false and
misleading statements concerning our financial condition, our operations and our
integration of several acquisitions. On October 26, 1998, a second purported
class action lawsuit was filed in the United States District Court for the
District of Massachusetts against us and certain of our officers and directors,
on behalf of purchasers of our common stock between April 28, 1998 and October
2, 1998. This second lawsuit was identical to the Van Ormer Complaint except for
the named plaintiff. This second lawsuit is identified here as the Clancey
Complaint. On November 20, 1998, a third purported class action lawsuit was
filed in the same court against the same defendants. This third lawsuit was
identical to the Van Ormer and Clancey Complaints except for the named
plaintiff, the expansion of the class action period to include purchasers of our
common stock from January 27, 1998 to October 2, 1998 and the addition of
references to statements made between January 27, 1998 and April 28, 1998. This
third lawsuit is identified here as the Marucci Complaint. On January 27, 1999,
in response to a motion to dismiss filed by us, the plaintiffs consolidated the
three complaints and filed a consolidated amended class action complaint. On
December 9, 1999, the Court heard oral arguments to review the pleadings in the
case; to date, there has been no decision rendered by the Court.

     We believe we have meritorious legal defenses to the lawsuits and intend to
defend vigorously against this consolidated action. We are currently unable,
however, to determine whether resolution of these matters will have a material
adverse effect on our operating results or financial position, or reasonably
estimate the amount of the loss, if any, that may result from resolution of
these matters. In addition to the foregoing lawsuits, we may be a party to
lawsuits in the normal course of our business. We note that securities
litigation, in particular, can be expensive and disruptive to our normal
business operations and the outcome of complex legal proceedings can be very
difficult to predict.

               SPECIAL NOTE REGARDING FORWARD-LOOKING INFORMATION

     This prospectus includes and incorporates forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of the
Securities Exchange Act. All statements, other than statements of historical
facts, included or incorporated in this prospectus regarding our strategy,
future operations, financial position, future revenues, projected costs,
prospects, plans and objectives of management are forward-looking statements.
The words "anticipates," "believes," "estimates," "expects," "intends," "may,"
"plans," "projects," "will," "would" and similar expressions are intended to
identify forward-looking statements, although not all forward-looking statements
contain these identifying words. We cannot guarantee that we actually will
achieve the plans, intentions or expectations disclosed in our forward-looking
statements and you should not place undue reliance on our forward-looking
statements. Actual results or events could differ materially from the plans,
intentions and expectations disclosed in the forward-looking statements we make.
We have included important factors in the cautionary statements included or
incorporated in this prospectus, particularly under the heading "Risk Factors,"
that we believe could cause actual results or events to differ materially from
the forward-looking statements that we make. Our forward-looking statements do
not reflect the potential impact of any future acquisitions, mergers,
dispositions, joint ventures or investments we may make. We do not assume any
obligation to update any of our forward-looking statements.



                                      -10-

<PAGE>   12

                                 USE OF PROCEEDS

     All of the shares of common stock offered by this prospectus are being
offered by the selling stockholders. For information about the selling
stockholders, see "Selling Stockholders." We will not receive any proceeds from
the sale of shares by the selling stockholders.

     The selling stockholders will pay any underwriting discounts and
commissions and expenses incurred by the selling stockholders for brokerage,
accounting, tax or legal services or any other expenses incurred by the selling
stockholders in disposing of the offered shares. We will bear all other costs,
fees and expenses incurred in effecting the registration of the shares covered
by this prospectus, including all registration and filing fees, Nasdaq listing
fees, and fees and expenses of our counsel and our accountants.


                              SELLING STOCKHOLDERS

     We issued the shares of common stock covered by this prospectus in a
private placement in connection with our acquisition of Petrolsoft in June 2000.
The following table sets forth, to our knowledge, certain information about the
selling stockholders as of October 5, 2000.

     Beneficial ownership is determined in accordance with the rules of the SEC,
and includes voting or investment power with respect to shares. Unless otherwise
indicated below, to our knowledge, all persons named in the table have sole
voting and investment power with respect to their shares of common stock, except
to the extent authority is shared by spouses under applicable law. The inclusion
of any shares in this table does not constitute an admission of beneficial
ownership for the person named below.

<TABLE>
<CAPTION>

                                    Shares of Common Stock                           Shares of Common Stock to be
                                  Beneficially Owned Prior to                          Beneficially Owned After
 Name of Selling Stockholder               Offering               Number of Shares             Offering
----------------------------------------------------------------  of Common Stock    -----------------------------
                                    Number         Percentage      Being Offered        Number        Percentage
------------------------------------------------------------------------------------------------------------------
<S>                             <C>             <C>             <C>                 <C>           <C>

                                                     220,092          660,275            *
Gordon Hartogensis                  880,367             *             220,092          660,275            *

William Miller                      880,367             *             220,092          660,275            *

Gamboa Family Trust                 855,369             *                  --               --            *
David and Julie Gamboa, Trustees

Honizon Christian Fellowship         25,000             *                  --               --            *
Rancho Santa Fe
</TABLE>

---------------------
* Less than one percent.

     We do not know when or in what amounts a selling stockholder may offer
shares for sale. The selling stockholders may not sell any or all of the shares
offered by this prospectus. Because the selling stockholders may offer all or
some of the shares pursuant to this offering, and because there are currently no
agreements, arrangements or understandings with respect to the sale of any of
the shares, we cannot estimate the number of the shares that will be held by the
selling stockholders after completion of the offering. However, for purposes of
this table, we have assumed that, after completion of the offering, none of the
shares covered by this prospectus will be held by the selling stockholders.

     None of the selling stockholders named above has held any position or
office with, or has otherwise had a material relationship with, us or any of our
subsidiaries within the past three years, except that the three individual
selling stockholders are employed by Petrolsoft. In connection with our
acquisition of Petrolsoft, we entered into employment agreements with these
selling stockholders under which each will perform services for us through May
31, 2002.






                                      -11-
<PAGE>   13


                              PLAN OF DISTRIBUTION

     The shares covered by this prospectus may be offered and sold from time to
time by the selling stockholders. The term "selling stockholders" includes
donees, pledgees, transferees or other successors-in-interest selling shares
received after the date of this prospectus from a selling stockholder as a gift,
pledge, partnership distribution or other non-sale related transfer. The selling
stockholders will act independently of us in making decisions with respect to
the timing, manner and size of each sale. Such sales may be made on one or more
exchanges or in the over-the-counter market or otherwise, at prices and under
terms then prevailing or at prices related to the then current market price or
in negotiated transactions. The selling stockholders may sell their shares by
one or more of, or a combination of, the following methods:

     -    purchases by a broker-dealer as principal and resale by such
          broker-dealer for its own account pursuant to this prospectus;

     -    ordinary brokerage transactions and transactions in which the broker
          solicits purchasers;

     -    block trades in which the broker-dealer so engaged will attempt to
          sell the shares as agent but may position and resell a portion of the
          block as principal to facilitate the transaction;

     -    an over-the-counter distribution in accordance with the rules of the
          Nasdaq National Market;

     -    in privately negotiated transactions; and

     -    in options transactions.

     In addition, any shares that qualify for sale pursuant to Rule 144 may be
sold under Rule 144 rather than pursuant to this prospectus.

     To the extent required, this prospectus may be amended or supplemented from
time to time to describe a specific plan of distribution. In connection with
distributions of the shares or otherwise, the selling stockholders may enter
into hedging transactions with broker-dealers or other financial institutions.
In connection with those transactions, broker-dealers or other financial
institutions may engage in short sales of the common stock in the course of
hedging the positions they assume with selling stockholders. The selling
stockholders also may sell the common stock short and redeliver the shares to
close out such short positions. The selling stockholders also may enter into
option or other transactions with broker-dealers or other financial institutions
which require the delivery to the broker-dealer or other financial institution
of shares offered by this prospectus, which shares the broker-dealer or other
financial institution may resell pursuant to this prospectus (as supplemented or
amended to reflect such transaction). The selling stockholders also may pledge
shares to a broker-dealer or other financial institution, and, upon a default,
such broker-dealer or other financial institution, may effect sales of the
pledged shares pursuant to this prospectus (as supplemented or amended to
reflect such transaction).

     In effecting sales, broker-dealers or agents engaged by the selling
stockholders may arrange for other broker-dealers to participate. Broker-dealers
or agents may receive commissions, discounts or concessions from the selling
stockholders in amounts to be negotiated immediately prior to the sale.

     In offering the shares covered by this prospectus, the selling stockholders
and any broker-dealers who execute sales for the selling stockholders may be
deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales. Any profits realized by the selling stockholders and
the compensation of any broker-dealer may be deemed to be underwriting discounts
and commissions.

     In order to comply with the securities laws of certain states, if
applicable, the shares must be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.

     We have advised the selling stockholders that the anti-manipulation rules
of Regulation M under the Securities and Exchange Act may apply to sales of
shares in the market and to the activities of the selling stockholders and



                                      -12-

<PAGE>   14

their affiliates. In addition, we will make copies of this prospectus available
to the selling stockholders for the purpose of satisfying the prospectus
delivery requirements of the Securities Act. The selling stockholders may
indemnify any broker-dealer that participates in transactions involving the sale
of the shares against certain liabilities, including liabilities arising under
the Securities Act.

     At the time a particular offer of shares is made, if required, a prospectus
supplement will be distributed that will set forth the number of shares being
offered and the terms of the offering, including the name of any underwriter,
dealer or agent, the purchase price paid by any underwriter, any discount,
commission and other item constituting compensation, any discount, commission or
concession allowed or reallowed or paid to any dealer, and the proposed selling
price to the public.

     We have agreed to indemnify the selling stockholders against certain
liabilities, including certain liabilities under the Securities Act.

     We have agreed with the selling stockholders to keep the registration
statement of which this prospectus constitutes a part effective until the
earlier of (i) such time as all of the shares covered by this prospectus have
been disposed of pursuant to and in accordance with the registration statement
and (ii) ninety days after the date of the prospectus.


                                  LEGAL MATTERS

     The validity of the common stock offered by this prospectus has been passed
upon by Hale and Dorr LLP.


                                     EXPERTS

     Our consolidated balance sheets as of June 30, 2000 and 1999 and the
consolidated statements of operations, stockholders' equity and comprehensive
income (loss) and cash flows for each of the years in the three-year period
ended June 30, 2000, have been incorporated by reference herein and in the
related registration statement in reliance upon the report of Arthur Andersen
LLP, independent public accountants, incorporated by reference herein, and upon
the authority of said firm as experts in given said reports.













                                      -13-
<PAGE>   15


                       WHERE YOU CAN FIND MORE INFORMATION

     We file reports, proxy statements and other documents with the SEC. You may
read and copy any document we file at the SEC's public reference room at
Judiciary Plaza Building, 450 Fifth Street, N.W., Room 1024, Washington, D.C.
20549. You should call 1-800-SEC-0330 for more information on the public
reference room. Our SEC filings are also available to you on the SEC's Internet
site at http://www.sec.gov.

     This prospectus is part of a registration statement that we filed with the
SEC. The registration statement contains more information than this prospectus
regarding us and our common stock, including certain exhibits and schedules. You
can obtain a copy of the registration statement from the SEC at the address
listed above or from the SEC's Internet site.


                     INCORPORATION OF DOCUMENTS BY REFERENCE

     The SEC requires us to "incorporate" into this prospectus information that
we file with the SEC in other documents. This means that we can disclose
important information to you by referring to other documents that contain that
information. The information incorporated by reference is considered to be part
of this prospectus. Information contained in this prospectus and information
that we file with the SEC in the future and incorporate by reference in this
prospectus automatically updates and supersedes previously filed information. We
incorporate by reference the documents listed below and any future filings we
make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act, prior to the sale of all the shares covered by this prospectus.

     (1)  our annual report on Form 10-K for the fiscal year ended June 30,
          2000;

     (2)  all of our filings pursuant to the Securities Exchange Act after the
          date of filing the initial registration statement and prior to
          effectiveness of the registration statement; and

     (3)  the description of our common stock contained in our registration
          statement on Form 8-A (as amended by Amendment No. 1 filed on June 12,
          1999).

     You may request a copy of these documents, which will be provided to you at
no cost, by contacting:

                          Aspen Technology, Inc.
                          Ten Canal Park
                          Cambridge, Massachusetts  02141
                          Attention: Investor Relations
                          Telephone: (617) 949-1000
                          Email: [email protected]





                                      -14-

<PAGE>   16


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The following table sets forth the various expenses to be incurred in
connection with the sale and distribution of the securities being registered
hereby, all of which will be borne by the Registrant (except any underwriting
discounts and commissions and expenses incurred by the selling stockholders for
brokerage, accounting, tax or legal services or any other expenses incurred by
the selling stockholders in disposing of the shares). All amounts shown are
estimates except the Securities and Exchange Commission registration fee.

     Filing Fee - Securities and Exchange Commission........     $   6,385
     Legal fees and expenses................................        10,000
     Accounting fees and expenses...........................         2,500
     Printing, EDGAR formatting and mailing expenses........         1,500
     Miscellaneous expenses.................................         4,615
                                                                 ---------
          Total Expenses....................................     $  25,000
                                                                 =========


ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article SEVENTH of the Registrant's Certificate of Incorporation, as
amended (the "Certificate of Incorporation"), provides that no director of the
Registrant shall be personally liable for any monetary damages for any breach of
fiduciary duty as a director, except to the extent that the Delaware General
Corporation Law prohibits the elimination or limitation of liability of
directors for breach of fiduciary duty.

     Article EIGHTH of the Certificate of Incorporation provides that a director
or officer of the Registrant shall be indemnified by the Registrant against:

          (a)  all expenses (including attorneys' fees), judgments, fines and
               amounts paid in settlement incurred in connection with any
               litigation or other legal proceeding (other than an action by or
               in the right of the Registrant) brought against him or her by
               virtue of his or her position as a director or officer of the
               Registrant if he or she acted in good faith and in a manner he or
               she reasonably believed to be in, or not opposed to, the best
               interests of the Registrant, and, with respect to any criminal
               action or proceeding, had no reasonable cause to believe his or
               her conduct was unlawful; and

          (b)  all expenses (including attorneys' fees) and amounts paid in the
               settlement incurred in connection with any action by or in the
               right of the Registrant brought against him or her by virtue of
               his or her position as a director or officer of the Registrant if
               he or she acted in good faith and in a manner he or she
               reasonably believed to be in, or not opposed to, the best
               interests of the Registrant, except that no indemnification shall
               be made with respect to any matter as to which such person shall
               have been adjudged to be liable to the Registrant, unless a court
               determines that, despite such adjudication but in view of all of
               the circumstances, he or she is entitled to indemnification of
               such expenses.

     Notwithstanding the foregoing, to the extent that a director or officer has
been successful, on the merits or otherwise, including the dismissal of an
action without prejudice, he or she is required to be indemnified by the
Registrant against all expenses (including attorneys' fees) incurred in
connection therewith. Expenses shall be advanced to a director or officer at his
or her request, provided that he or she undertakes to repay the amount advanced
if it is ultimately determined that he or she is not entitled to indemnification
for such expenses.

     Indemnification is required to be made unless the Registrant determines
that the applicable standard of conduct required for indemnification has not
been met. In the event of a determination by the Registrant that the director or
officer did not meet the applicable standard of conduct required for
indemnification, or if the Registrant fails to make an indemnification payment
within sixty days after such payment is claimed by such person, such person is
permitted to petition the court to make an independent determination as to
whether such person is entitled to



                                      II-1

                                       6
<PAGE>   17

indemnification. As a condition precedent to the right of indemnification, the
director or officer must give the Registrant notice of the action for which
indemnity is sought and the Registrant has the right to participate in such
action or assume the defense thereof.

     Article EIGHTH of the Certificate of Incorporation further provides that
the indemnification provided therein is not exclusive, and provides that in the
event that the Delaware General Corporation Law is amended to expand the
indemnification permitted to directors or officers the Registrant must indemnify
those persons to fullest extent permitted by such law as so amended.

     Section 145 of the Delaware Corporation Law provides that a corporation has
the power to indemnify a director, officer, employee or agent of the corporation
and certain other persons serving at the request of the corporation in related
capacities against amounts paid and expenses incurred in connection with an
action or proceeding to which he or she is or is threatened to be made a party
by reason of such position, if such person shall have acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his or her conduct was unlawful; provided
that, in the case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such person
shall have been adjudged to be liable to the corporation unless and only to the
extent that the adjudicating court determines that such indemnification is
proper under the circumstances.

     The Registrant maintains a directors' and officers' insurance policy that
covers certain liabilities of directors and officers of the Registrant,
including liabilities under the Securities Act of 1933. The Registrant maintains
a general liability insurance policy that covers certain liabilities of
directors and officers of the Registrant arising out of claims based on acts or
omissions in their capacities as directors or officers.

ITEM 16. EXHIBITS

EXHIBIT
NUMBER      DESCRIPTION
-------     -----------

 4.1(1)     Certificate of Incorporation of Aspen Technology, Inc.

 4.2(1)     By-laws of Aspen Technology, Inc.

 5.1        Opinion of Hale and Dorr LLP.

23.1        Consent of Arthur Andersen LLP.

23.2        Consent of Hale and Dorr LLP, included in Exhibit 5.1 filed
            herewith.

24.1        Power of Attorney (See page II-4 of this Registration Statement).

99.1(2)     Registration Rights Agreement dated June 1, 2000 between Aspen
            Technology, Inc. and the former stockholders of Petrolsoft
            Corporation.
---------------

(1)  Previously filed as an exhibit to the Current Report on Form 8-K of Aspen
     Technology, Inc. dated March 12, 1998 (filed on March 27, 1998) and
     incorporated herein by reference.

(2)  Previously filed as an exhibit to the Annual Report on Form 10-K of Aspen
     Technology, Inc. for the fiscal year ended June 30, 2000 (filed on
     September 28, 2000) and incorporated herein by reference.





                                      II-2

<PAGE>   18


ITEM 17. UNDERTAKINGS.

     Item 512(a) of Regulation S-K. The undersigned Registrant hereby
undertakes:

          (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
          Securities Act of 1933, as amended (the "Securities Act");

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of this Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement. Notwithstanding the foregoing, any
          increase or decrease in the volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          20 percent change in the maximum aggregate offering price set forth in
          the "Calculation of Registration Fee" table in the effective
          Registration Statement; and

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement;

provided, however, that paragraphs (1)(I) and (1)(ii) do not apply if the
information required to be included is a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), that are incorporated by reference in this Registration
Statement.

     (2) That, for the purposes of determining any liability under the
Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at the time shall be deemed
to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     Item 512(b) of Regulation S-K. The Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.

     Item 512(h) of Regulation S-K. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the indemnification provisions
described herein, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.




                                      II-3


<PAGE>   19


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 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, on October
10, 2000.

                                          ASPEN TECHNOLOGY, INC.



                                          By: /s/ Lawrence B. Evans
                                              ------------------------------
                                              Lawrence B. Evans
                                              Chairman of the Board and
                                              Chief Executive Officer


                        SIGNATURES AND POWER OF ATTORNEY

     We, the undersigned officers and directors of Aspen Technology, Inc.,
hereby severally constitute and appoint Lawrence B. Evans, Michael J. Muscatello
and Lisa W. Zappala and each of them singly, our true and lawful attorneys with
full power to any of them, and to each of them singly, to sign for us and in our
names in the capacities indicated below the Registration Statement on Form S-3
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 name and
behalf in our capacities as officers and directors to enable Aspen Technology,
Inc. to comply with the provisions of the Securities Act of 1933, as amended,
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, as amended,
this Registration Statement has been signed as of October 10, 2000 by the
following persons in the capacities indicated.

       SIGNATURE                                 TITLE
       ---------                                 -----

/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
-------------------------
Joseph F. Boston

                              Director
-------------------------
Gresham T. Brebach, Jr.

/s/ Douglas R. Brown          Director
-------------------------
Douglas R. Brown

/s/ Stephen L. Brown          Director
-------------------------
Stephen L. Brown

/s/ Stephen M. Jennings       Director
-------------------------
Stephen M. Jennings

/s/ Joan C. McArdle           Director
-------------------------
Joan C. McArdle




                                      II-4

<PAGE>   20


                                  EXHIBIT INDEX

EXHIBIT
NUMBER                             DESCRIPTION
-------                            -----------

 4.1(1)      Certificate of Incorporation of Aspen Technology, Inc.

 4.2(1)      By-laws of Aspen Technology, Inc.

 5.1         Opinion of Hale and Dorr LLP.

23.1         Consent of Arthur Andersen LLP.

23.2         Consent of Hale and Dorr LLP, included in Exhibit 5.1 filed
             herewith.

24.1         Power of Attorney (See page II-4 of this Registration Statement).

99.1(2)      Registration Rights Agreement dated June 1, 2000 between Aspen
             Technology, Inc. and the former stockholders of Petrolsoft
             Corporation.
------------
(1)  Previously filed as an exhibit to the Current Report on Form 8-K of Aspen
     Technology, Inc. dated March 12, 1998 (filed on March 27, 1998) and
     incorporated herein by reference.

(2)  Previously filed as an exhibit to the Annual Report on Form 10-K of Aspen
     Technology, Inc. for the fiscal year ended June 30, 2000 (filed on
     September 28, 2000) and incorporated herein by reference.









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