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1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 17, 1998 Registration No. 333-39431 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- ASPEN TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) MASSACHUSETTS 04-2739697 (State or other jurisdiction (I.R.S. employer of incorporation or organization) identification number) TEN CANAL PARK CAMBRIDGE, MASSACHUSETTS 02141 (617) 577-0100 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) --------------- LAWRENCE B. EVANS Chairman of the Board and Chief Executive Officer ASPEN TECHNOLOGY, INC. Ten Canal Park Cambridge, Massachusetts 02141 (617) 577-0100 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------- Copies to: STEPHEN J. DOYLE, ESQ. MARK L. JOHNSON, ESQ. Vice President, General Counsel, Chief FOLEY, HOAG & ELIOT LLP Legal Officer and Clerk One Post Office Square ASPEN TECHNOLOGY, INC. Boston, Massachusetts 02109 Ten Canal Park Cambridge, Massachusetts 02141 ================================================================================ 2 The Registrant hereby withdraws from registration a total of 166,359 shares of its common stock, $.10 par value, registered pursuant to its Registration Statement on Form S-3 (registration number 333-39431). The shares being withdrawn were registered for sale from time to time by certain selling stockholders (as named in such Registration Statement) and have not been sold as of the time of filing of this Post-Effective Amendment No. 1. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Massachusetts, on this thirteenth day of February, 1998. ASPEN TECHNOLOGY, INC. By: /s/ Stephen J. Doyle --------------------------------------------- Stephen J. Doyle Vice President, General Counsel, Chief Legal Officer and Clerk Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed on this thirteenth day of February, 1998 by the following persons in the capacities indicated. SIGNATURE TITLE --------- ----- * Chairman of the Board - ------------------------------------- and Chief Executive Officer LAWRENCE B. EVANS (Principal Executive Officer) * Executive Vice President, Finance - ------------------------------------- and Chief Financial Officer MARY A. PALERMO (Principal Accounting Officer and Principal Financial Officer) * Director - ------------------------------------- JOSEPH F. BOSTON * Director - ------------------------------------- GRESHAM T. BREBACH, JR. * Director - ------------------------------------- DOUGLAS R. BROWN * Director - ------------------------------------- JOAN C. MCARDLE * Director - ------------------------------------- ALISON ROSS *By /s/ Stephen J. Doyle ---------------------------------- STEPHEN J. DOYLE Attorney-in-fact