UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 19, 2020
ASPEN TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-34630 | | 04-2739697 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 20 Crosby Drive, | Bedford, | MA | | 01730 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (781) 221-6400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of Each Class | | Trading Symbol | | Name of Each Exchange on Which Registered |
| Common stock, $0.10 par value per share | | AZPN | | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company □
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 19, 2020, the board of directors adopted Amended and Restated By-Laws in order to include a new provision in Section 9 (Forum Selection) thereof to the effect that, unless we consent in writing to the selection of an alternative forum, U.S. federal district courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933.
A copy of such Amended and Restated By-Laws, which became effective immediately upon their adoption by the board, is attached as Exhibit 3.1 to this report is incorporated by reference in this Item 5.03. The foregoing description of the amendment effected by the Amended and Restated By-Laws is qualified by reference to Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed as part of this report:
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| Exhibit No. | | Description |
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| 3.1 | | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | ASPEN TECHNOLOGY, INC. |
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| Date: May 21, 2020 | By: | /s/ Frederic G. Hammond |
| | | Frederic G. Hammond |
| | | Senior Vice President and General Counsel |
