SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 4
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ASPEN TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 04-2739697
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(State of incorporation or organization) (I.R.S. employer
identification no.)
TEN CANAL PARK, CAMBRIDGE, MASSACHUSETTS 02141
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(Address of principal executive offices) (Zip code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. [ ] check the following box. |X|
Securities Act registration statement file number to which this form relates:___
(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
NONE NONE
Securities to be registered pursuant to Section 12(g) of the Act:
Rights to Purchase Series A Participating
Cumulative Preferred Stock
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(Title of Class)
The undersigned registrant hereby amends the following items, exhibits and
portions of its registration statement on Form 8-A dated October 9, 1997 as set
forth in the pages attached hereto.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Item 1 of the Form 8-A dated October 9, 1997 (as amended to date, the "Form
8-A") filed by Aspen Technology, Inc. (the "Company") is hereby further amended
to include the following:
On March 19, 2002, the Company amended its Rights Agreement, dated March
12, 1998 and amended October 26, 2001 and February 6, 2002, by entering into
Amendment No. 3 to the Rights Agreement dated March 19, 2002 (the "Amendment"),
between the Company and American Stock Transfer & Trust Company, as Rights Agent
(the "Rights Agreement"). Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to them in the Rights Agreement.
The definition of "Exempt Person" set forth in Section 1 of the Rights
Agreement has been amended to define an "Exempt Person" to mean those investors
and their transferees who have purchased or acquired shares of Series B-I
Convertible Preferred Stock, Series B-II Convertible Preferred Stock or any
warrants issued in connection with the Company's private placement of such
securities.
A copy of the Amendment is attached hereto as Exhibit 4.6 and is
incorporated herein by reference. The foregoing description of the change to the
Rights Agreement does not purport to be complete and is qualified in its
entirety by reference to the Rights Agreement, as amended.
ITEM 2. EXHIBITS
Item 2 of the Form 8-A is hereby amended by adding the following exhibit
attached hereto:
EXHIBIT NO. DESCRIPTION
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4.6 Amendment No. 3, dated as of March 19, 2002, to the Rights
Agreement dated as of March 12, 1998 between Aspen
Technology, Inc. and American Stock Transfer and Trust
Company, as Rights Agent.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date: March 19, 2002 ASPEN TECHNOLOGY, INC.
By: /s/ Lisa W. Zappala
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Lisa W. Zappala
Senior Vice President and Chief
Financial Officer