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1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 4, 1999 Registration No. 333-63483 ================================================================================ 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) DELAWARE 04-2739697 (State or other jurisdiction (I.R.S. employer of incorporation or organization) identification number) TEN CANAL PARK CAMBRIDGE, MASSACHUSETTS 02141 (617) 949-1000 (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) 949-1000 (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, FOLEY, HOAG & ELIOT LLP Chief Legal Officer and Secretary One Post Office Square ASPEN TECHNOLOGY, INC. Boston, Massachusetts 02109 Ten Canal Park Cambridge, Massachusetts 02141 ================================================================================ 2 The Registrant hereby withdraws from registration all of those shares of its common stock, $.10 par value per share, registered pursuant to its Registration Statement on Form S-3 (registration number 333-63483) and not 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, as of February 4, 1999. ASPEN TECHNOLOGY, INC. By: /s/ Lawrence B. Evans ---------------------- Lawrence B. Evans Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities indicated as of February 4, 1999. SIGNATURE TITLE --------- ----- /s/ LAWRENCE B. EVANS Chairman of the Board ----------------------------- and Chief Executive Officer Lawrence B. Evans (Principal Executive Officer) * ----------------------------- Chief Financial Officer (Principal Lisa W. Zappala Financial and Accounting Officer) * ----------------------------- Director Joseph F. Boston * ----------------------------- Director Gresham T. Brebach, Jr. * ----------------------------- Director Douglas R. Brown * ----------------------------- Director Joan C. McArdle * ----------------------------- Director Alison Ross *By /s/ LAWRENCE B. EVANS ------------------------- Lawrence B. Evans Attorney-in-fact