UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 3, 2019
ASPEN TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-34630 | 04-2739697 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
20 Crosby Drive, Bedford, MA | 01730 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (781) 221-6400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
□ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
□ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
□ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
□ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: | ||||
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
Common stock, $0.10 par value per share | AZPN | NASDAQ Global Select Market | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company □
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. □
Item 7.01. | Regulation FD. |
On August 30, 2019, we filed a Form 12b-25 with the Securities and Exchange Commission indicating that we were not able to file our Annual Report on Form 10-K for the fiscal year ended June 30, 2019 by the prescribed due date of August 29, 2019. We expect to file our Annual Report on Form 10-K for the year ended June 30, 2019 on or before September 13, 2019, the fifteenth calendar day following the prescribed due date.
On September 3, 2019, we issued a press release with additional details underlying information provided in the Form 12b-25. The full text of the press release issued in connection with this announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
99.1 | ||
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 hereunto duly authorized.
ASPEN TECHNOLOGY, INC. | ||
Date: September 3, 2019 | By: | /s/ KARL E. JOHNSEN |
Karl E. Johnsen | ||
Senior Vice President and Chief Financial Officer | ||
Exhibit 99.1
Contacts:
Media Contact Investor Contact
David Grip Brian Denyeau
AspenTech ICR
+1 781-221-5273 +1 646-277-1251
david.grip@aspentech.com brian.denyeau@icrinc.com
Aspen Technology Provides Additional Details Relating to Filing of Form 12b-25
for Annual Report for Fiscal Year 2019
Bedford, Mass. - September 3, 2019 - Aspen Technology, Inc. (NASDAQ:AZPN), the asset optimization software company, today announced additional details underlying its filing of a Form 12b-25 (the “12b-25”) on August 30, 2019. The 12b-25 provided notice that the Company had been unable to file its Annual Report on Form 10-K for the fiscal year ended June 30, 2019 (the “Annual Report”) by the August 29, 2019 due date, but that the Company expected to file the Annual Report within fifteen calendar days of the due date. In the 12b-25 the Company explained that the additional time was needed to complete procedures to finalize the Annual Report, which have taken longer than anticipated as a result of the Company identifying errors in the transition adjustment related to Accounting Standard Update No. 2014-09, Revenue from Contracts with Customers (“ASC 606”) recorded as of June 30, 2016.
In the 12b-25 the Company stated that the earlier errors with respect to the ASC 606 transitional adjustment impacted certain balance sheet accounts as of June 30, 2016 and certain balance sheet accounts as reported in the first three quarters of the fiscal year ended June 30, 2019. The Company notes that the only balance sheet accounts affected by the errors were contract assets, deferred revenue and retained earnings.
The 12b-25 also disclosed that the ASC 606-related errors are not expected to have a significant impact on previously reported income statement accounts, including revenue. The Company confirms that the errors do not impact its annual spend business metric, its cash flow from operations or its free cash flow non-GAAP metric, all as reported in a press release, “Aspen Technology Announces Financial Results for the Fourth Quarter and Fiscal Year 2019,” issued by the Company on August 7, 2019.
The Company will file the Annual Report as soon as practicable and continues to expect to file by September 13, 2019, the fifteenth calendar day following the prescribed due date of the Annual Report.
About AspenTech
Aspen Technology (“AspenTech”) is a leading software supplier for optimizing asset performance. Its products thrive in complex, industrial environments where it is critical to optimize the asset design, operation and maintenance lifecycle. AspenTech uniquely combines decades of process modelling expertise with machine learning. The Company's purpose-built software platform automates knowledge work and builds sustainable competitive advantage by delivering high returns over the entire asset lifecycle. As a result, companies in capital-intensive industries can maximize uptime and push the limits of performance, running their assets safer, greener, longer and faster. Visit AspenTech.com to find out more.
Forward-Looking Statements
The Company’s expectation regarding the timing of the filing of the Annual Report is a forward looking statement as defined in the Private Securities Litigation Reform Act of 1995. The actual timing of the filing may differ significantly from the Company’s expectation due to a number of risks and uncertainties, including the Company’s inability to complete the work required to file the Annual Report in the anticipated time frame.
© 2019 Aspen Technology, Inc. AspenTech and the Aspen leaf logo are trademarks of Aspen Technology, Inc. All rights reserved. All other trademarks are property of their respective owners.
Source: Aspen Technology, Inc.