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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K/A
AMENDMENT NO. 4 TO CURRENT REPORT ON FORM 8-K
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Aspen Technology, Inc.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Massachusetts 0-24786 04-2739697
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
Ten Canal Park, Cambridge, Massachusetts 02141
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (617) 577-0100
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Not Applicable
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Current Report on Form 8-K dated
January 5, 1996, as previously amended by Amendment Nos. 1, 2 and 3 thereto on
Form 8-K/A, as set forth in the pages attached hereto:
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
(1) Dynamic Matrix Control Corporation. The following documents were
filed as part of Amendment No. 2 to Current Report on Form 8-K dated
January 5, 1996:
(A) Year Ended, and as of, December 31, 1995:
Report of Independent Public Accountants (Arthur Andersen LLP)
Balance Sheet -- December 31, 1995
Statement of Income for the Year Ended December 31, 1995
Statement of Stockholders' Equity for the Year Ended December 31,
1995
Statement of Cash Flows for the Year Ended December 31, 1995
Notes to Financial Statements -- December 31, 1995
(B) Year Ended, and as of, December 31, 1994:
Independent Auditors' Report (Kelley, Ranshaw & Co.)
Balance Sheet -- December 31, 1994
Statements of Income and Retained Earnings for the year ended
December 31, 1994
Statements of Cash Flows for the year ended December 31, 1994
Notes to Financial Statements -- December 31, 1994
(2) Setpoint, Inc. The following documents were filed as part of
Amendment No. 3 to Current Report on Form 8-K dated January 5, 1996:
(A) Year Ended, and as of, December 31, 1995:
Report of Independent Public Accountants (Arthur Andersen LLP)
Balance Sheet -- December 31, 1995
Statement of Income for the Year Ended December 31, 1995
Statement of Stockholders' Equity for the Year Ended December 31,
1995
Statement of Cash Flows for the Year Ended December 31, 1995
Notes to Financial Statements -- December 31, 1995
(B) Year Ended, and as of, December 31, 1994:
Independent Auditors' Report (Arthur Andersen LLP)
Balance Sheet -- December 31, 1994
Statements of Income and Retained Earnings for the year ended
December 31, 1994
Statements of Cash Flows for the year ended December 31, 1994
Notes to Financial Statements -- December 31, 1994
(b) Pro Forma Financial Information.
(1) Pro Forma Financial Statements of Aspen Technology, Inc.
(including Dynamic Matrix Control Corporation). The following documents
were filed as part of Amendment No. 2 to Current Report on Form 8-K dated
January 5, 1996:
(A) Pro forma Condensed Consolidated Balance Sheets as of June 30,
1995
(B) Pro forma Condensed Consolidated Statements of Income for the
year ended June 30, 1995
(C) Pro forma Condensed Consolidated Balance Sheets as of December
31, 1995
(D) Pro forma Condensed Consolidated Statements of Income for the
six months ended December 31, 1995
(E) Notes to Pro forma Financial Statements
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(2) Pro Forma Financial Statements of Aspen Technology, Inc.
(including Dynamic Matrix Control Corporation and Setpoint, Inc.) This
item is amended to substitute the versions of the documents listed below
that follow this page:
(A) Pro forma Condensed Consolidated Balance Sheets as of June 30,
1995
(B) Pro forma Condensed Consolidated Statements of Income for the
year ended June 30, 1995
(C) Pro forma Condensed Consolidated Balance Sheets as of December
31, 1995
(D) Pro forma Condensed Consolidated Statements of Income for the
six months ended December 31, 1995
(E) Notes to Pro forma Combined Financial Statements
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ASPEN TECHNOLOGY, INC.
PRO FORMA COMBINED CONDENSED
FINANCIAL STATEMENTS
In January 1996, Aspen Technology, Inc. (the Company) purchased
approximately 81% of common stock of Dynamic Matrix Control Corporation (DMCC)
for approximately $15.7 million in cash. In February 1996, the remaining 19% of
common stock was purchased for an additional $3.0 million in cash. This
acquisition is being accounted for as a purchase, and due to the different basis
in assets for book and tax purposes, deferred taxes have been provided for as
part of the purchase price allocation in accordance with Statement of Financial
Accounting Standards (SFAS) 109. A significant portion of the purchase price, as
outlined in the attached notes to these pro forma financial statements, has been
identified in an appraisal as intangible assets, including approximately $9.5
million of research and development in process (see discussion in Note 3).
In addition, in January 1996, the Company signed a definitive agreement to
purchase 100% of the outstanding stock of Setpoint, Inc. for $26.3 million. The
purchase price is subject to certain downward adjustments based upon the net
worth of Setpoint as of December 31, 1995 and negotiations with the seller.
Based upon the tangible net worth identified in the audited balance sheet as of
December 31, 1995, the purchase price could be adjusted downward by up to
$900,000. Upon closing, the Company paid down $1.7 million of the $5.2 million
of outstanding intercompany debt and signed a note for the remaining $3.5
million. This note is due in November 1996. This note is subject to an
adjustment if the purchase price is reduced below $26.3 million. The pro forma
financial statements presented herein do not reflect a net worth adjustment as
it is subject to negotiations. If the purchase price is later adjusted, the
purchase price allocation outlined in Note 1, will be appropriately adjusted.
This acquisition is also being accounted for as a purchase, and due to the
different basis in assets, for book and tax purposes, deferred taxes have been
provided for as part of the purchase price allocation in accordance with SFAS
109. Additionally, a significant portion of the purchase price has been
identified in an appraisal as intangible assets, including approximately $14.9
million of research and development in process (see discussion in Note 3).
The accompanying pro forma combined condensed balance sheets as of June 30,
1995 and December 31, 1995 assume that the acquisitions of DMCC and Setpoint
took place as of the beginning of the fiscal year presented July 1, 1994, and
carried forward through the interim period presented. The pro forma combined
condensed statements of income do not include the effect of any non-recurring
charges directly attributable to the acquisition.
The accompanying pro forma combined condensed financial statements should
be read in conjunction with the historical financial statements and related
notes thereto for the Company, DMCC and Setpoint.
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ASPEN TECHNOLOGY, INC.
PRO FORMA COMBINED CONDENSED BALANCE SHEETS
AS OF JUNE 30, 1995
PRO FORMA
ADJUSTMENTS
ASPEN DMCC SETPOINT ------------------- COMBINED
------- ------ ------- (SEE NOTES 1 AND 2) --------
Current Assets:
Cash and cash equivalents........................ $ 4,189 $1,478 940 $ (5,617)(6)(11) $ 990
Short-term investments........................... 16,122 -- 100 (16,122)(6) 100
Accounts receivable, net......................... 11,759 1,639 13,457 26,855
Unbilled accounts receivable..................... -- 1,102 4,968 6,070
Current portion of long-term installments
receivable,
net............................................ 12,242 -- -- 12,242
Deferred tax asset............................... -- -- 1,334 363(15) 1,697
Prepaid expenses and other current assets........ 1,764 217 1,477 (457)(7) 3,001
------- ------ ------- -------- --------
Total current assets.................... 46,076 4,436 22,276 (21,833) 50,955
Long-term installments receivable, net........... 19,324 -- -- 19,324
Equipment and leasehold improvements, at cost.... 12,876 6,440 12,724 627(6) 32,667
Accumulated depreciation and amortization........ 8,255 1,943 8,431 21(3) 18,650
------- ------ ------- -------- --------
4,621 4,497 4,293 606 14,017
Computer software development costs.............. 1,644 -- -- 1,644
Long-term investments............................ 2,524 -- -- (2,500) 24
Intangibles...................................... -- -- 1,581 6,226(1)(2)(6) 7,807
Other assets..................................... 1,508 -- 326 1,834
------- ------ ------- -------- --------
$75,697 $8,933 $28,476 $ (17,501) $ 95,605
======= ====== ======= ======== ========
Current Liabilities:
Current portion of long-term debt & capital lease
obligations.................................... $ 475 $ 183 $ 2,579 3,237
Payable to a related party....................... 4,047 (684)(13) 3,363
Accounts payable and accrued expenses............ 8,064 823 5,559 4,940(6)(11)(12) 19,386
Unearned revenue................................. 1,484 737 5,727 7,948
Deferred revenue................................. 4,994 -- -- 4,994
Federal & state income taxes payable............. -- -- -- --
Deferred income taxes............................ 3,465 204 -- 3,669
------- ------ ------- -------- --------
Total current liabilities............... 18,482 1,947 17,912 4,256 42,597
Long-term debt & capital lease obligations....... 87 840 -- 20,805(11) 21,732
Subordinated notes payable to a related party.... 4,000 -- -- 4,000
Deferred revenue, less current portion........... 6,498 -- -- 6,498
Other liabilities................................ 802 -- -- 802
Deferred income taxes, less current portion...... 4,039 678 -- 2,632(5)(6)(10)(11) 7,349
Stockholders' Equity:
Common stock..................................... 779 66 1,724 (1,790)(6)(11)(10) 779
Additional paid-in capital....................... 37,439 -- 923 (923)(6)(11) 37,439
Retained earnings................................ 4,091 5,725 9,743 (44,630)(6)(11) (25,071)
Cumulative translation adjustment................ (300) -- -- (300)
Treasury stock, at cost.......................... (502) (323) (1,826) 2,149(6)(11) (502)
Unrealized market gain on investments............ 282 -- -- 282
------- ------ ------- -------- --------
Total stockholders' equity.............. 41,789 5,468 10,564 (45,194) 12,627
------- ------ ------- -------- --------
$75,697 $8,933 $28,476 $ (17,501) $ 95,605
======= ====== ======= ======== ========
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ASPEN TECHNOLOGY, INC.
PRO FORMA COMBINED CONDENSED STATEMENTS OF INCOME
FOR THE YEAR ENDED JUNE 30, 1995
PRO FORMA
ADJUSTMENTS
ASPEN DMCC SETPOINT (#) COMBINED
---------- ------- -------- ----------- ----------
Revenues:
Software licenses............... $ 45,649 $ 2,637 $ 7,873 (187)(1) $ 55,972
Maintenance and other
services...................... 11,849 12,014 34,895 58,758
--------- ------- ------- ------- ----------
57,498 14,651 42,768 (187) 114,730
Expenses:
Cost of software licenses....... 2,799 112 620 3,531
Cost of maintenance and other
services...................... 7,458 6,996 20,572 609(2)(8) 35,635
Selling and marketing........... 23,233 791 8,633 32,657
Research and development........ 11,375 2,100 7,838 21,313
General and administrative...... 5,132 1,890 4,590 1,641(3)(4)(9) 113,253
Management and other fees to
Ameline....................... -- -- 684 (684)(13) --
Setpoint Systems Ltd.
management bonuses......... -- -- -- -- --
Costs related to acquisition.... 950 -- -- -- 950
--------- ------- ------- ------- ----------
50,947 11,889 42,937 1,566 107,339
Income from operations........ 6,551 2,762 (169) (1,753) 7,391
Foreign currency exchange gain
(loss)........................ 34 -- 12 -- 46
Income (loss) on equity in joint
ventures...................... 22 -- -- -- 22
Interest income, net............ 2,534 (85) (240) (2,415)(7)(12) (206)
--------- ------- ------- ------- ----------
Income before taxes........... 9,141 2,677 (397) (4,168) 7,253
Provision for income taxes...... 3,725 1,138 (295) (1,558)(5)(7)(10) 3,010
--------- ------- ------- ------- ----------
Net income.................... $ 5,416 $ 1,539 $ (102) $(2,610) $ 4,243
========= ======= ======= ======= ==========
Net Income Per Common and Common
Equivalent Share.............. $ 0.70 N/A N/A N/A $ 0.55
========= ======= ======= ======= ==========
Weighted Average Number of
Common and Common Equivalent
Shares Outstanding............ 7,781,021 7,781,021
========= ==========
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ASPEN TECHNOLOGY, INC.
PRO FORMA COMBINED CONDENSED BALANCE SHEETS
AS OF DECEMBER 31, 1995
PRO FORMA
ADJUSTMENTS
ASPEN DMCC SETPOINT (SEE NOTES 1 AND 2) COMBINED
------- ------- -------- ------------------- --------
Current assets:
Cash and cash equivalents..................... $ 9,270 $ 1,571 $ 2,283 $ (5,504)(6)(11) $ 7,620
Short-term investments........................ 18,735.. -- -- (18,735)(6) --
Accounts receivable, net...................... 16,244 3,207 18,970 (593)(14) 37,828
Unbilled accounts receivable.................. -- 969 3,196 4,165
Current portion of long-term installments
receivable, net............................. 11,477 -- -- 11,477
Deferred tax assets........................... -- 441 1,541 445(15) 2,427
Prepaid expenses and other current assets..... 1,670 171 1,740 (229)(7) 3,352
------- ------- ------- -------- -------
Total current assets...................... 57,396 6,359 27,730 (24,616) 66,869
Long-term installments receivable, net........ 12,358 -- -- 12,358
Equipment and leasehold improvements, at
cost........................................ 14,558 7,233 11,554 627(6) 33,972
Accumulated depreciation and amortization..... 9,376 2,303 7,214 32(2)(6) 18,925
------- ------- ------- -------- -------
5,182 4,930 4,340 595 15,047
Computer software development costs........... 1,820 -- 1,820
Long-term investments......................... -- -- --
Intangibles................................... -- -- 1,537 5,156 (1)(2)(4)(6)(11)(9 6,693
Other assets.................................. 1,352 6 302 1,660
------- ------- ------- -------- -------
$78,108 $11,295 $ 33,909 $ (18,865) $104,447
======= ======= ======= ======== =======
Current liabilities:
Current portion of long-term debt & capital
lease obligations........................... $ 318 $ 193 $ 1,620 $ 2,131
Payable to related party...................... 5,575 (1,166)(13) 4,409
Accounts payable and accrued expenses......... 6,482 761 8,334 5,042(6)(12)(13) 20,619
Unearned revenue.............................. 1,288 271 5,875 7,434
Deferred revenue.............................. 5,021 813 1,367 7,201
Federal & state income taxes payable.......... -- 142 500 642
Deferred income taxes......................... 2,793 -- -- 2,216(4)(6)(10)(11) 5,009
------- ------- ------- -------- -------
Total current liabilities................. 15,902 2,180 23,271 6,092 47,445
Long-term debt & capital lease obligations.... 24 743 -- 20,805 21,572
Subordinated notes payable to a related
party....................................... 3,690 -- -- 3,690
Deferred revenue, less current portion........ 7,430 -- -- 7,430
Other liabilities............................. 755 -- -- 755
Deferred income taxes, less current portion... 5,345 292 5,637
Stockholders' Equity:
Common stock.................................. 795 66 1,724 (1,790)(6)(11) 795
Additional paid-in capital.................... 38,185 1,194 923 (2,117)(6)(11) 38,185
Retained earnings............................. 6,791 7,147 9,817 (44,008) (20,253)
Cumulative translation adjustment............. (308) -- -- (308)
Treasury stock, at cost....................... (501) (327) (1,826) 2,153(6)(11) (501)
------- ------- ------- -------- -------
Total stockholders' equity................ 44,962 8,080 10,638 (45,762) 17,918
------- ------- ------- -------- -------
$78,108 $11,295 $ 33,909 $ (18,865) $104,447
======= ======= ======= ======== =======
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ASPEN TECHNOLOGY, INC.
PRO FORMA COMBINED CONDENSED STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED DECEMBER 31, 1995
PRO FORMA
SETPOINT ADJUSTMENTS
DMCC (NOTE (#)
ASPEN (NOTE 1) 1) ----- (NOTE 2) COMBINED
--------- -------- ----------- ---------
Revenues:
Software licenses............. $23,907 $1,432 $ 7,957 $ (216)(14) $33,080
Maintenance and other
services................... 7,302 8,278 17,698 33,278
------ ------- -------
31,209 9,710 25,655 (216) 66,358
Expenses:
Cost of software licenses..... 1,563 63 203 1,829
Cost of maintenance and other
services................... 3,987 5,027 12,150 304(1)(18) 21,468
Selling and marketing......... 13,104 540 5,442 19,086
Research and development...... 7,188 336 4,223 11,747
General and administrative.... 2,663 1,947 2,212 821(9)(3)(4) 7,643
Management and other fees to
Amelinc.................... 482 (482)(13) --
Setpoint Systems Ltd.
management bonuses......... 354 (354)(13) --
Costs related to
acquisition................ -- -- -- -- --
------ ------- -------
28,505 7,913 25,066 289 61,773
Income from operations.......... 2,704 1,797 589 (505) 4,585
Foreign currency exchange gain
(loss)........................ -- -- (131) -- (131)
Interest income, net............ 1,674 (21) (123) (1,208)(7)(12) 322
------ ------- -------
Income before taxes............. 4,378 1,776 335 (1,713) 4,776
Provision for income taxes...... 1,678 803 137 (644)(4)(7)(10)(15) 1,974
------ ------- -------
Net income............... $ 2,700 $ 973 $ 198 $(1,069) $ 2,802
====== ======= =======
Net income per common and common
equivalent share.............. $0.32 N/A N/A N/A $0.33
Weighted Average Number of
Common and Common Equivalent
Shares Outstanding............ 8,507,247 8,507,247
========= =========
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ASPEN TECHNOLOGY, INC.
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. PURCHASE PRICE ALLOCATION
a. Acquisition of Dynamic Matrix Control Corporation (DMCC)
The following outlines the current estimate for the purchase price of the
acquisition of DMCC . Management believes that there will be no material
adjustments to this allocation which is based upon an outside appraisal of the
assets purchased and liabilities assumed as follows:
Purchased R&D In-Process............................................... $ 9,521
Existing Technology.................................................... 1,740
Other Intangibles...................................................... 1,066
Building............................................................... 627
Uncompleted Contracts.................................................. 596
-------
13,550
Net book value of assets............................................... 8,080
-------
21,630
Less: Deferred Taxes................................................... (1,491)
-------
$20,139
=======
b. Acquisition of Setpoint, Inc.
The following outlines the current estimate for the purchase price
allocation of Setpoint, Inc.. While management believes this to be the best
estimate at this time, the purchase price that this estimate is based on has not
been finalized. If the purchase price is adjusted, it will result only in an
adjustment to the purchase price adjustment, as outlined below:
Purchased R&D In-Process............................................... $14,900
Existing Technology.................................................... 3,308
Other Intangibles...................................................... 1,709
Goodwill............................................................... 1,300
Uncompleted Contracts.................................................. 504
-------
21,721
Net book value of assets............................................... 8,502
-------
30,223
Less: Deferred Taxes................................................... (2,043)
-------
$28,180
=======
NOTE 2. PRO FORMA ADJUSTMENTS
Certain pro forma adjustments have been made to the accompanying pro forma
combined condensed balance sheets and statements of operations as described
below for both DMCC and Setpoint. The pro forma adjustments outlined below
assume that the purchase of both acquisitions took place at the beginning of
Aspen's last fiscal year, specifically July 1, 1994. Due to the non-recurring
nature of the Purchased R&D In-Process it has been assumed to be written off
before the beginning of the pro forma period (July 1, 1994).
DMCC:
(1),(2) Earn out of uncompleted contracts.
(3) Depreciation of additional amounts allocated to building, using a
life of 30 years.
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ASPEN TECHNOLOGY, INC.
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
(4) Amortization of intangibles over lives ranging form 5 - 10 years.
(5) Related tax effect of adjustments (1) - (4).
(6) To record purchase price outlined above in Note 1a.
(7) To record effect on interest income of liquidating short-term
investments to acquire DMCC assets, including related tax effect.
Setpoint:
(8) Earn out of uncompleted contracts.
(9) Amortization of intangibles over lives ranging from 5 - 10 years.
(10) Related tax effect of adjustments (8) & (9).
(11) To record purchase price outlined above in Note 1b.
(12) To increase interest expense and reduce interest income as a
result of liquidating investments and increasing debt necessary
to acquire Setpoint assets.
(13) Eliminate $482,000 of non-recurring management fees for which no
direct or indirect services were received. Aspen has not charged
such fees to subsidiaries in the past and does not intend to do
so in the future. Eliminate $354,000 of non-recurring bonuses
paid pursuant to phantom stock agreement terminated by Aspen at
the time Setpoint was acquired.
(14) Eliminate intercompany revenues related to the joint venture
activities between Setpoint and the Company prior to the
acquisition.
(15) Related tax effect of (12) - (14).
NOTE 3. RESEARCH AND DEVELOPMENT IN-PROCESS
In connection with the purchase price allocation, the Company received an
appraisal of the assets acquired from both DMCC and Setpoint which indicates
that these assets combined include approximately $24.4 million of research and
development in process. In the opinion of management and the appraiser, the
acquired research and development in process has no alternative uses, and
accordingly, this amount will be charged to expense at the time the acquisitions
are consummated. This charge has been assumed to be written-off before the pro
forma periods presented.
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ASPEN TECHNOLOGY, INC.
NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS -- (CONTINUED)
(UNAUDITED)
c. Exhibits.
EXHIBIT
NUMBER DESCRIPTION
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2.1 Stock Purchase Agreement dated as of December 15, 1995, among Aspen Technology,
Inc., Dynamic Matrix Control Corporation and Charles R. Cutler, June A. Cutler,
Charles R. Johnston and Cheryl Lynne Johnston, as shareholders of Dynamic Matrix
Control Corporation, and First Amendment thereto dated January 3, 1996 (filed
previously with Current Report on Form 8-K dated January 5, 1996)
2.2 Agreements among Aspen Technology, Inc., Charles R. Cutler, June A. Cutler,
Charles R. Johnston and Cheryl Lynne Johnston, and other shareholders of Dynamic
Matrix Control Corporation (filing consists of one such agreement, together with
a schedule of terms differing among such agreements) (filed previously with
Current Report on Form 8-K dated January 5, 1996)
2.3 Agreements among Aspen Technology, Inc., Dynamic Matrix Control Corporation, and
certain optionholders of Dynamic Matrix Control Corporation (filing consists of
one such agreement, together with a schedule of terms differing among such
agreements) (filed previously with Current Report on Form 8-K dated January 5,
1996)
2.4 Share Purchase Agreement dated as of January 5, 1996 among Aspen Technology,
Inc., Amelinc Corporation and Cegelec S.A. (filed previously with Current Report
on Form 8-K dated January 5, 1996)
23.1 Consent of Independent Public Accountants of Arthur Andersen LLP
23.2 Consent of Independent Public Accountants of Kelley, Ranshaw & Co. (filed
previously with Amendment No. 2 to Current Report on Form 8-K dated January 5,
1996)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
ASPEN TECHNOLOGY, INC.
Date: June 5, 1996 By: /s/ Mary A. Palermo
-------------------------------
Mary A. Palermo
Executive Vice President, Finance
and Chief Financial Officer
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EXHIBIT INDEX
PAGE NUMBER IN
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED COPY
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2.1 Stock Purchase Agreement dated as of December 15, 1995, among
Aspen Technology, Inc., Dynamic Matrix Control Corporation, and
Charles R. Cutler, June A. Cutler, Charles R. Johnston and
Cheryl Lynne Johnston, as shareholders of Dynamic Matrix Control
Corporation, and First Amendment thereto dated January 3, 1996
(filed previously with Current Report on Form 8-K dated January
5, 1996)
2.2 Agreements among Aspen Technology, Inc., Charles R. Cutler, June
A. Cutler, Charles R. Johnston and Cheryl Lynne Johnston, and
other shareholders of Dynamic Matrix Control Corporation (filing
consists of one such agreement, together with a schedule of
terms differing among such agreements) (filed previously with
Current Report on Form 8-K dated January 5, 1996)
2.3 Agreements among Aspen Technology, Inc., Dynamic Matrix Control
Corporation, and certain optionholders of Dynamic Matrix Control
Corporation (filing consists of one such agreement, together
with a schedule of terms differing among such agreements) (filed
previously with Current Report on Form 8-K dated January 5,
1996)
2.4 Share Purchase Agreement dated as of January 5, 1996 among Aspen
Technology, Inc., Amelinc Corporation and Cegelec S.A. (filed
previously with Current Report on Form 8-K dated January 5,
1996)
23.1 Consent of Independent Public Accountants of Arthur Andersen LLP
23.2 Consent of Independent Public Accountants of Kelley, Ranshaw &
Co. (filed previously with Amendment No. 2 to Current Report on
Form 8-K dated January 5, 1996)
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