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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)
Under the Securities Exchange Act of 1934*
Aspen Technology, Inc.
----------------------
(Name of Issuer)
Common Stock, par value $0.10 per share
---------------------------------------
(Title of Class of Securities)
045327103
---------
(CUSIP Number)
January 1, 2009
---------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
- ------------------------------ -------------------
CUSIP No. 045327103 13G Page 2 of 12 Pages
- ------------------------------ -------------------
- ---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Third Point LLC
- ---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- ---------- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------- ------ ----------------------------------------------------
5 SOLE VOTING POWER
0
------ ----------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,091,000
OWNED BY
EACH ------ ----------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
------ ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
6,091,000
- ---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,091,000
- ---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
- ---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%
- ---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
- ---------- ---------------------------------------------------------------------
- ------------------------------ -------------------
CUSIP No. 045327103 13G Page 3 of 12 Pages
- ------------------------------ -------------------
- ---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel S. Loeb
- ---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- ---------- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------- ------ ----------------------------------------------------
5 SOLE VOTING POWER
0
------ ----------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,091,000
OWNED BY
EACH ------ ----------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
------ ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
6,091,000
- ---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,091,000
- ---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
- ---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%
- ---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
- ---------- ---------------------------------------------------------------------
- ------------------------------ -------------------
CUSIP No. 045327103 13G Page 4 of 12 Pages
- ------------------------------ -------------------
- ---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Third Point Offshore Fund, Ltd.
- ---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- ---------- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- -------------------- ------ ----------------------------------------------------
5 SOLE VOTING POWER
0
------ ----------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH ------ ----------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
------ ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
- ---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- ---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
- ---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
- ---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
- ---------- ---------------------------------------------------------------------
- ------------------------------ -------------------
CUSIP No. 045327103 13G Page 5 of 12 Pages
- ------------------------------ -------------------
- ---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Third Point Offshore Master Fund, L.P.
- ---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- ---------- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- -------------------- ------ ----------------------------------------------------
5 SOLE VOTING POWER
0
------ ----------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 5,141,700
OWNED BY
EACH ------ ----------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
------ ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
5,141,700
- ---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,141,700
- ---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
- ---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%
- ---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
PN
- ---------- ---------------------------------------------------------------------
- ------------------------------ -------------------
CUSIP No. 045327103 13G Page 6 of 12 Pages
- ------------------------------ -------------------
- ---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Third Point Advisors II L.L.C.
- ---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
- ---------- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -------------------- ------ ----------------------------------------------------
5 SOLE VOTING POWER
0
------ ----------------------------------------------------
NUMBER OF 6 SHARED VOTING POWER
SHARES
BENEFICIALLY 5,141,700
OWNED BY
EACH ------ ----------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 0
------ ----------------------------------------------------
8 SHARED DISPOSITIVE POWER
5,141,700
- ---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,141,700
- ---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
- ---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%
- ---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
- ---------- ---------------------------------------------------------------------
This Amendment No. 1 to Schedule 13G (this "Amendment No. 1") is being
filed with respect to the common stock, par value $0.10 per share (the "Common
Stock"), of Aspen Technology, Inc., a corporation formed under the laws of the
State of Delaware (the "Company"), to amend the Schedule 13G filed on March 12,
2008 (the "Schedule 13G"). As of January 1, 2009, Third Point Offshore Fund Ltd.
(the "Offshore Fund"), one of the joint filers of the Schedule 13G, has
transferred all of its interest in the Common Stock to Third Point Offshore
Master Fund, L.P. (the "Offshore Master Fund"). This Amendment No. 1 is being
filed to disclose that the Offshore Fund no longer beneficially owns any Common
Stock and to include the Offshore Master Fund and Third Point Advisors II L.L.C.
("Advisors II") as joint filers of the Schedule 13G. The Offshore Master Fund
and Advisors II may be deemed to have beneficial ownership of more than 5% of
the Common Stock by virtue of the Offshore Master Fund's acquisition of Common
Stock from the Offshore Fund. Advisors II is the general partner of the Offshore
Master Fund and as such may be deemed to have beneficial ownership over the
Common Stock owned by the Offshore Master Fund. Capitalized terms used herein
and not otherwise defined have the meanings ascribed in the Schedule 13G.
Item 2(a): Name of Person Filing:
- --------- ---------------------
Item 2(a) is hereby amended and restated as follows:
This Schedule 13G is filed by:
(i) Third Point LLC, a Delaware limited liability company (the "Management
Company"), which serves as investment manager or adviser to a variety
of funds and managed accounts (such funds and accounts, collectively,
the "Funds"), with respect to the Common Stock (as defined in Item
2(d)) directly owned by the Funds;
(ii) Mr. Daniel S. Loeb ("Mr. Loeb"), who is the Chief Executive Officer of
the Management Company and controls its business activities, with
respect to shares of Common Stock indirectly beneficially owned by Mr.
Loeb by virtue of such position;
(iii) Third Point Offshore Fund, Ltd., a Cayman Islands limited liability
exempted company (the "Offshore Fund"), which has transferred all of
the Common Stock directly held by it to the Offshore Master Fund;
(iv) Third Point Offshore Master Fund, L.P., a Cayman Islands exempted
limited partnership (the "Offshore Master Fund"), which invests and
trades in securities, with respect to shares of Common Stock directly
held by it; and
(v) Third Point Advisors II L.L.C., a Delaware limited liability company
("Advisors II"), which serves as the general partner of the Offshore
Master Fund.
The Management Company, Mr. Loeb, the Offshore Fund, the Offshore Master
Fund, and Advisors II are hereinafter sometimes collectively referred to as the
"Reporting Persons." Any disclosures herein with respect to persons other than
the Reporting Persons are made on information and belief after making inquiry to
the appropriate party.
Item 2(b): Address of Principal Business Office or, if None, Residence:
- --------- -----------------------------------------------------------
Item 2(b) is hereby amended and restated as follows:
The address of the principal business office of the Management Company, Mr.
Loeb and Advisors II is 390 Park Avenue, New York, New York 10022. The address
of the principal business office of the Offshore
Fund and the Offshore Master Fund is c/o Walkers SPV Limited, Walker House, 87
Mary Street, George Town, Grand Cayman KY1-9002, Cayman Islands, British West
Indies.
Item 2(c): Citizenship:
- --------- -----------
Item 2(c) is hereby amended and restated as follows:
The Management Company and Advisors II are organized as limited liability
companies under the laws of the State of Delaware. Mr. Loeb is a United States
citizen. The Offshore Fund is organized as a limited liability exempted company
under the laws of the Cayman Islands. The Offshore Master Fund is organized as
an exempted limited partnership under the laws of the Cayman Islands.
Item 4: Ownership:
- ------ ---------
Item 4 is hereby amended and restated as follows:
The beneficial ownership of Common Stock by the Reporting Persons, as of the
date hereof, is as follows:
A. Third Point LLC
---------------
(a) Amount beneficially owned: 6,091,000
(b) Percent of class: 6.7%. The percentages used herein and in the rest of
this Schedule 13G are calculated based upon the 90,347,646 shares of Common
Stock issued and outstanding as of June 24, 2008, as reported in the Company's
Amendment No. 1 to Proxy Statement filed with the U.S. Securities and Exchange
Commission (the "SEC") under the Securities Exchange Act of 1934, as amended, on
June 26, 2008, which, as of the date hereof, is the most recent report or
disclosure filed by the Company with the SEC disclosing the number of shares of
Common Stock outstanding.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 6,091,000
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 6,091,000
B. Daniel S. Loeb
--------------
(a) Amount beneficially owned: 6,091,000
(b) Percent of class: 6.7%.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 6,091,000
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 6,091,000
C. Third Point Offshore Fund, Ltd.
-------------------------------
(a) Amount beneficially owned: -0-
(b) Percent of class: 0.0%.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: -0-
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: -0-
D. Third Point Offshore Master Fund, L.P.
--------------------------------------
(a) Amount beneficially owned: 5,141,700
(b) Percent of class: 5.7%.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 5,141,700
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 5,141,700
E. Third Point Advisors II L.L.C.
------------------------------
(a) Amount beneficially owned: 5,141,700
(b) Percent of class: 5.7%.
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote: -0-
(ii) Shared power to vote or direct the vote: 5,141,700
(iii) Sole power to dispose or direct the disposition: -0-
(iv) Shared power to dispose or direct the disposition: 5,141,700
Item 10: Certification:
Each of the Reporting Persons hereby makes the following certification:
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
[Signatures on following page]
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: January 5, 2009
THIRD POINT LLC
By: Daniel S. Loeb, Chief Executive Officer
By: /s/ William Song
------------------------------------------
Name: William Song
Title: Attorney-in-Fact
THIRD POINT OFFSHORE FUND, LTD.
By: Daniel S. Loeb, Director
By: /s/ William Song
------------------------------------------
Name: William Song
Title: Attorney-in-Fact
THIRD POINT OFFSHORE MASTER FUND, L.P.
By: Third Point Advisors II L.L.C., its general
partner
By: Daniel S. Loeb, Managing Director
By: /s/ William Song
------------------------------------------
Name: William Song
Title: Attorney-in-Fact
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO SCHEDULE 13G
WITH RESPECT TO ASPEN TECHNOLOGY, INC.]
THIRD POINT ADVISORS II L.L.C.
By: Daniel S. Loeb, Managing Director
By: /s/ William Song
------------------------------------------
Name: William Song
Title: Attorney-in-Fact
DANIEL S. LOEB
By: /s/ William Song
------------------------------------------
Name: William Song
Title: Attorney-in-Fact
[SIGNATURE PAGE TO AMENDMENT NO. 1 TO SCHEDULE 13G
WITH RESPECT TO ASPEN TECHNOLOGY, INC.]
EXHIBIT INDEX
Exhibit 99.1: Joint Filing Agreement, dated January 5, 2009, by and among
Third Point LLC, Third Point Offshore Fund, Ltd., Daniel S.
Loeb, Third Point Offshore Master Fund, L.P. and Third Point
Advisors II L.L.C.
Exhibit 99.2: Power of Attorney granted by Daniel S. Loeb in favor of James P.
Gallagher, William Song, Joshua L. Targoff and Bruce Wilson,
dated January 5, 2009.
Exhibit 99.1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13G is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13G shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that it knows or has reason to believe that such
information is inaccurate. This Agreement may be executed in any number of
counterparts and all of such counterparts taken together shall constitute one
and the same instrument.
Dated: January 5, 2009
THIRD POINT LLC
By: Daniel S. Loeb, Chief Executive Officer
By: /s/ William Song
------------------------------------------
Name: William Song
Title: Attorney-in-Fact
THIRD POINT OFFSHORE FUND, LTD.
By: Daniel S. Loeb, Director
By: /s/ William Song
------------------------------------------
Name: William Song
Title: Attorney-in-Fact
THIRD POINT OFFSHORE MASTER FUND, L.P.
By: Third Point Advisors II L.L.C., its general
partner
By: Daniel S. Loeb, Managing Director
By: /s/ William Song
------------------------------------------
Name: William Song
Title: Attorney-in-Fact
THIRD POINT ADVISORS II L.L.C.
By: Daniel S. Loeb, Managing Director
By: /s/ William Song
------------------------------------------
Name: William Song
Title: Attorney-in-Fact
DANIEL S. LOEB
By: /s/ William Song
------------------------------------------
Name: William Song
Title: Attorney-in-Fact
Exhibit 99.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned hereby constitute and
appoint JAMES P. GALLAGHER, WILLIAM SONG, JOSHUA L. TARGOFF and BRUCE WILSON and
each of them severally, as the true and lawful attorneys and agents of each of
the undersigned, with power to act with or without the others and with full
power of substitution and resubstitution, to execute in the name, place and
stead of each of the undersigned any statements, reports or filings with respect
to the undersigned (whether such filing includes one or more or all of the
undersigned) necessary or advisable in connection with any disclosure
requirement promulgated under the federal or state securities laws of the United
States or any other applicable regulatory body, including, without limitation,
the Company's compliance with the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder (including, without
limitation, any filings on Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5
and Form 13F and any forms or statements required to be submitted in connection
with any electronic filing), and any and all amendments to such statements,
reports and filings, and any disclosure requirement promulgated under the
securities laws or any similar laws or regulations of any jurisdiction whether
inside or outside of the United States, and all amendments to such statements,
reports and filings, and to file the same, with all exhibits thereto, and all
other documents in connection therewith, with the United States Securities and
Exchange Commission or any other applicable regulatory body, said attorneys and
agents having full power and authority to do and perform in the name and on
behalf of any of the undersigned every act necessary to be done in the premises
as fully and as effectually as the undersigned might or could do in person; and
each of the undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as of
January 5, 2009.
/s/ Daniel S. Loeb
--------------------------------------------------
Daniel S. Loeb
THIRD POINT LLC
By: /s/ Daniel S. Loeb
---------------------------------------------
Name: Daniel S. Loeb
Title: Chief Executive Officer
THIRD POINT OFFSHORE FUND, LTD.
By: /s/ Daniel S. Loeb
---------------------------------------------
Name: Daniel S. Loeb
Title: Director
THIRD POINT PARTNERS LP
By: Third Point Advisors LLC,
its General Partner
By: /s/ Daniel S. Loeb
---------------------------------------------
Name: Daniel S. Loeb
Title: Managing Member
THIRD POINT PARTNERS QUALIFIED LP
By: Third Point Advisors LLC,
its General Partner
By: /s/ Daniel S. Loeb
---------------------------------------------
Name: Daniel S. Loeb
Title: Managing Member
THIRD POINT ULTRA LTD.
By: Third Point LLC,
its Investment Manager
By: /s/ Daniel S. Loeb
---------------------------------------------
Name: Daniel S. Loeb
Title: Chief Executive Officer
LYXOR/THIRD POINT FUND LIMITED
By: Third Point LLC, its Investment Manager
By: /s/ Daniel S. Loeb
---------------------------------------------
Name: Daniel S. Loeb
Title: Chief Executive Officer
THIRD POINT OFFSHORE MASTER FUND, L.P.
By: Third Point Advisors II L.L.C.,
its general partner
By: /s/ Daniel S. Loeb
---------------------------------------------
Name: Daniel S. Loeb
Title: Managing Member
THIRD POINT ADVISORS II L.L.C.
By: /s/ Daniel S. Loeb
---------------------------------------------
Name: Daniel S. Loeb
Title: Managing Member