UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 13, 2022
(formerly Emersub CX, Inc.)
(Exact name of registrant as specified in its charter)
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(State or other Jurisdiction of Incorporation)
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(Commission File No.)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices, including Zip Code)
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(
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(Registrant’s telephone number, including area code)
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(Former Name or Former Address, if Changed Since Last Report)
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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
(see General Instruction A.2):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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. ☐
Explanatory Note.
On May 27, 2022, Aspen Technology, Inc. (formerly Emersub CX, Inc.) (“New AspenTech”) filed with the Securities and Exchange Commission (the “SEC”) the Amendment No. 1 on
Form 8-K/A (“Amendment No. 1”), amending the Current Report on Form 8-K filed with the SEC by New AspenTech on May 17, 2022 (the “Original Current Report”).
This Amendment No. 2 on Form 8-K/A (“Amendment No. 2”) amends Amendment No. 1 to correct four typographical errors located on page 5 of the financial statements attached
to Amendment No. 1 as Exhibit 99.1 under Item 9.01(d), Financial Statements and Exhibits. Except as stated herein, no other information in Amendment No. 1 or the Original Current Report has been amended. Amendment No. 2 should be read in connection
with Amendment No. 1 and the Original Current Report.
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Financial Statements and Exhibits.
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(a) Financial Statements of Business Acquired.
The information under “Explanatory Note” is incorporated herein by reference.
New AspenTech is providing a revised table below to replace the table titled “Consolidated and Combined Balance Sheets EMERSON INDUSTRIAL SOFTWARE
BUSINESS” on page 5 of Exhibit 99.1 of Amendment No. 1 in its entirety.
Consolidated and Combined Balance Sheets
EMERSON INDUSTRIAL SOFTWARE BUSINESS
(Dollars in thousands)
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March 31
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September 30
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ASSETS
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2022
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2021
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Current assets:
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(unaudited)
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Cash and cash equivalents
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$
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20,362
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25,713
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Accounts receivable, net of credit loss allowances of $243 and $364
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59,665
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65,040
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Current contract assets
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71,487
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61,494
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Prepaid expenses and other current assets
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8,329
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6,262
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Income taxes receivable
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3,139
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3,414
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Total current assets
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162,982
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161,923
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Property, equipment and leasehold improvements, net
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13,817
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14,744
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Goodwill
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1,044,383
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1,044,383
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Intangible assets, net
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792,755
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837,655
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Operating lease right-of-use assets
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44,135
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46,048
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Deferred tax assets
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7,002
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7,002
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Other noncurrent assets
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4,994
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5,001
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Total assets
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$
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2,070,068
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2,116,756
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LIABILITIES AND EQUITY
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Current liabilities:
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Accounts payable
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$
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7,069
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9,644
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Accrued expenses
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40,510
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45,328
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Current operating lease liabilities
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5,862
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5,744
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Income taxes payable
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4,869
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2,690
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Current contract liabilities
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80,272
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72,524
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Total current liabilities
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138,582
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135,930
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Non-current contract liabilities
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5,771
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7,029
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Deferred income taxes
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142,221
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148,788
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Non-current operating lease liabilities
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38,984
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41,114
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Other non-current liabilities
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9,768
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12,549
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Equity:
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Net parent investment
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1,741,523
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1,777,030
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Accumulated other comprehensive loss
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(6,781
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(5,684
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Total equity
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1,734,742
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1,771,346
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Total liabilities and equity
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$
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2,070,068
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2,116,756
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See accompanying Notes to Unaudited Consolidated and Combined Financial Statements.
(d) Exhibits.
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Exhibit
Number
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Description of Exhibit
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104
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Cover Page Interactive Data File (formatted as Inline XBRL)
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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.
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ASPEN TECHNOLOGY, INC.
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Date: June 2, 2022
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By:
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/s/ Chantelle Y. Breithaupt
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Name:
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Chantelle Y. Breithaupt
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Title:
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Senior Vice President, Chief Financial Officer and Treasurer
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