1
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
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)
04-2739697
- --------------------------------------------------------------------------------
(I.R.S. Employer Identification No.)
Ten Canal Park, Cambridge, Massachusetts 02141
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Aspen Technology, Inc. 1996 Special Stock Option Plan
- --------------------------------------------------------------------------------
(Full Title of the Plan)
Lawrence B. Evans
Aspen Technology, Inc.
Ten Canal Park
Cambridge, Massachusetts 02141
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)
(617) 577-0100
- --------------------------------------------------------------------------------
(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
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee
- --------------------------------------------------------------------------------------------
Common Stock, $.10 par value 250,000 shares $66.875(2) $16,718,750 $5,067
============================================================================================
(1) Estimated solely for the purpose of determining the registration fee.
(2) In accordance with Rules 457(c) and (h) under the Securities Act of
1933, the above calculation is based on the average of the high and low
sale prices reported in the consolidated reporting system of the Nasdaq
National Market on February 5, 1997.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by Aspen Technology, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this Registration Statement: (1) the
Registrant's Annual Report on Form 10-K for the fiscal year ended June 30, 1996
(the "Annual Report"); (2) the Registrant's definitive Proxy Statement dated
November 11, 1996 used in connection with its Annual Meeting of Stockholders
held on December 16, 1996; (3) the Registrant's Quarterly Report on Form 10-Q
for the fiscal quarter ended September 30, 1996; (4) the Registrant's Current
Report on Form 8-K dated January 29, 1997; and (5) the description of the Common
Stock contained in the Registrant's registration statement filed with the SEC
under Section 12(g) of the Exchange Act, including any amendment or report filed
for the purpose of updating such description.
In addition, all reports and other documents subsequently filed by the
Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Prospectus and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregister all of such securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS OR COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 6 of the Company's Restated Articles of Organization provides that
the Company shall indemnify each person who is or was a director, officer,
employee or other agent of the Company, and each person who is or was serving at
the request of the Company as a director, trustee, officer, employee or other
agent of another organization in which it directly or indirectly owns shares or
of which it is directly or indirectly a creditor, against all liabilities, costs
and expenses reasonably incurred by any such persons in connection with the
defense or disposition of or otherwise in connection with or resulting from any
action, suit, or other proceeding in which they may be involved by reason of
being or having been such a director, officer, employee agent or trustee, or by
reason of any action taken or not taken in such capacity, except with respect to
any matter as to which such person shall have been finally adjudicated by a
court of competent jurisdiction not to have acted in good faith in the
reasonable belief that his or her action was in the best interests of the
Company. The provisions of the Company's Articles pertaining to indemnification
may not be amended and no provision inconsistent therewith may be adopted
without the approval of either the Board of Directors or the holders of at least
a majority of the voting power of the Company. These provisions do not eliminate
a director's duty of care. Moreover, the provisions do not apply to claims
against a director for violations of certain laws, including federal securities
laws. Section 67 of Chapter 156B of the Massachusetts Business
II-1
3
Corporation Law authorizes a corporation to indemnify its directors, officers,
employees and other agents unless such person shall have been adjudicated in any
proceeding not to have acted in good faith in the reasonable belief that such
action was in the best interests of the corporation.
The Company maintains a directors' and officers' insurance policy that
covers certain liabilities of directors and officers of the Company, including
liabilities under the Securities Act of 1933. The Company maintains a general
liability insurance policy that covers certain liabilities of directors and
officers of the Company arising out of claims based on acts or omissions in
their capacities as directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER
4.1(a)* Restated Articles of Organization of the Registrant, as filed with the
Secretary State of the Commonwealth of Massachusetts on
November 1, 1994
4.1(b) Articles of Amendment to the Restated Articles of Organization of the
Registrant, as filed with the Secretary of State of the Commonwealth
of Massachusetts on January 6, 1997
4.2* By-Laws of the Registrant
4.3* Specimen certificate for the Common Stock
4.4 Aspen Technology, Inc. 1996 Special 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 Power of Attorney (included on pages II-4 and II-5)
- ----------
* Filed as an exhibit to the Company's Registration Statement on Form S-1
(registration number 33-88734), as filed with the Commission on January 29,
1995, and incorporated herein by reference.
ITEM 9. UNDERTAKINGS
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
II-2
4
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
PROVIDED, HOWEVER, that paragraphs 2 (a)(1)(i) and 2 (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference herein.
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(c) 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.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, 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 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 Act and will be governed by the final adjudication of
such issue.
II-3
5
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, Massachusetts, on this tenth day of
February, 1997.
ASPEN TECHNOLOGY, INC.
/s/ LAWRENCE B. EVANS
By:-------------------------------------------------
Lawrence B. Evans
Chairman of the Board and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Lawrence B. Evans, Mary A. Palermo, Joel B. Rosen
and Lisa W. Zappala, and each of them, true and lawful attorneys-in-fact and
agents with full power of substitution, for and in name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act and
thing which they, or any of them, may deem necessary or advisable to be done in
connection with this Registration Statement, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or any substitute or
substitutes for any or all of them, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the indicated
capacities as of February 10, 1997.
SIGNATURE TITLE
/s/ LAWRENCE B. EVANS
- ------------------------------- Chairman of the Board and
Lawrence B. Evans Chief Executive Officer
(Principal Executive Officer)
/s/ MARY A. PALERMO
- ------------------------------- Executive Vice President, Finance and Chief
Mary A. Palermo Financial Officer (Principal Financial and
Accounting Officer)
/s/ JOSEPH F. BOSTON
- ------------------------------- Director
Joseph F. Boston
- ------------------------------- Director
Gresham T. Brebach, Jr.
II-4
6
/s/ DOUGLAS R. BROWN
- ------------------------------- Director
Douglas R. Brown
- ------------------------------- Director
Joan C. McArdle
/s/ ALISON ROSS
- ------------------------------- Director
Alison Ross
II-5
7
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
4.1(a)* Restated Articles of Organization of the Registrant, as filed with
the Secretary State of the Commonwealth of Massachusetts on
November 1, 1994
4.1(b) Articles of Amendment to the Restated Articles of Organization of the
Registrant, as filed with the Secretary of State of the Commonwealth
of Massachusetts on January 6, 1997
4.2* By-Laws of the Registrant
4.3* Specimen certificate for the Common Stock
4.4 Aspen Technology, Inc. 1996 Special 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 Power of Attorney (included on pages II-4 and II-5)
- ----------
* Filed as an exhibit to the Company's Registration Statement on Form S-1
(registration number 33-88734), as filed with the Commission on January 29,
1995, and incorporated herein by reference.
II-6