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1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarter ended September 30, 1998. or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Commission File Number: 000-24786 ASPEN TECHNOLOGY, INC. (exact name of registrant as specified in its charter) Delaware 04-2739697 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) Ten Canal Park, Cambridge, Massachusetts 02141 (Address of principal executive office and zip code) Registrant's telephone number, including area code: (617) 949-1000 Indicate by check mark whether the registrant: (1) has filed reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes X No ------- ------- As of September 30, 1998, there were 24,665,779 shares of the Registrant's common stock (par value $.10 per share) outstanding. 2 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 10.35 Change in Control Agreement between the Company and Lisa W. Zappala dated November 3, 1998. (Previously filed.) (b) Reports on Form 8-K Current Reports on Form 8-K dated July 28, 1998, October 6, 1998, and October 7, 1998 and Current Report on Form 8-KA dated September 17, 1998. (Previously filed.) (c) Other Exhibits: Restated Financial Data Schedule 2 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ASPEN TECHNOLOGY, INC. Date: November 19, 1998 By: /s/ Lisa W. Zappala -------------------------------------- Lisa W. Zappala Senior Vice President Chief Financial Officer 3