-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T/bmfz2GIamiqGnIzJDEwc/BIoNm2TgRUQ32mR6a0gguQaaQjxaR4STKVZgsAsuo 1gn6GPPpVkX18PQc/QBlqQ== 0000950135-99-003100.txt : 19990615 0000950135-99-003100.hdr.sgml : 19990615 ACCESSION NUMBER: 0000950135-99-003100 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990608 EFFECTIVENESS DATE: 19990608 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASPEN TECHNOLOGY INC /DE/ CENTRAL INDEX KEY: 0000929940 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 042739697 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-80225 FILM NUMBER: 99642411 BUSINESS ADDRESS: STREET 1: TEN CANAL PARK CITY: CAMBRIDGE STATE: MA ZIP: 02141 BUSINESS PHONE: 6179491000 MAIL ADDRESS: STREET 1: TEN CANAL PK CITY: CAMBRIDGE STATE: MA ZIP: 02141 S-8 1 ASPEN TECHNOLOGY, INC. 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 8, 1999 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------- FORM S-8 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 of (I.R.S. Employer Incorporation or Organization) Identification No.) TEN CANAL PARK, CAMBRIDGE, MASSACHUSETTS 02141 (Address of Principal Executive Offices) (Zip Code) ----------------------------- 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 -----------------------------
CALCULATION OF REGISTRATION FEE ====================================================================================================================== 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 - ---------------------------------------------------------------------------------------------------------------------- Common stock, $.10 par value(1).... 2,255,608 shares $9.03 $20,370,960 $5,664 - ---------------------------------------------------------------------------------------------------------------------- (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. ======================================================================================================================
2 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 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. Exhibit No. Description ------- ----------- 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) - -------------- (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 4 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 ---------------------------------- 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.
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 /s/ GRESHAM T. BREBACH, JR. Director - --------------------------------------- GRESHAM T. BREBACH, JR. /s/ DOUGLAS R. BROWN Director - --------------------------------------- DOUGLAS R. BROWN /s/ JOAN C. MCARDLE Director - --------------------------------------- JOAN C. MCARDLE /s/ ALISON ROSS Director - --------------------------------------- ALISON ROSS
5 EXHIBIT INDEX ------------- Exhibit No. Description ------- ----------- 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) - ---------- (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. EX-5.1 2 OPINION OF FOLEY, HOAG & ELIOT LLP 1 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. 2 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 --------------------------------- A Partner EX-23.1 3 CONSENT OF ARTHUR ANDERSEN 1 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 -----END PRIVACY-ENHANCED MESSAGE-----