As filed with the Securities and Exchange Commission on December 21, 2006

Registration No. 333-109807

UNITED STATES

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 of

 

(I.R.S. Employer Identification No.)

incorporation or organization)

 

 

 

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)

 

MARK E. FUSCO

President 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:

FREDERIC G. HAMMOND, ESQ.

 

MARK L. JOHNSON, ESQ.

Senior Vice President and General Counsel

 

Wilmer Cutler Pickering Hale and Dorr LLP

Aspen Technology, Inc.

 

60 State Street

Ten Canal Park

 

Boston, Massachusetts 02109

Cambridge, Massachusetts 02141

 

Telephone: (617) 526-6000

Telephone: (617) 949-1000

 

 

 

 




 

The registrant hereby withdraws from registration all of the shares of its common stock, $0.10 par value per share, registered pursuant to its registration statement on Form S-3 (registration number 333-109807) but not sold as of the time of filing of this Post-Effective Amendment No. 1.

2




 

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 on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, as of December 21, 2006.

ASPEN TECHNOLOGY, INC.

 

 

 

 

 

 

 

By:

/s/ Mark E. Fusco

 

 

Mark E. Fusco

 

 

President 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 as of December 21, 2006 by the following persons in the capacities indicated.

Signature

 

Title

 

 

 

/s/ Mark E. Fusco

 

President, Chief Executive Officer and Director

Mark E. Fusco

 

(Principal Executive Officer)

 

 

 

/s/ Bradley T. Miller

 

Senior Vice President and Chief Financial Officer

Bradley T. Miller

 

(Principal Financial and Accounting Officer)

 

 

 

 

 

Director

Donald P. Casey

 

 

 

 

 

 

 

Director

Gary E. Haroian

 

 

 

 

 

*

 

Director

Stephen M. Jennings

 

 

 

 

 

*

 

Director

Joan C. McArdle

 

 

 

 

 

 

 

Director

David M. McKenna

 

 

 

 

 

*

 

Director

Michael Pehl

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*By:

/s/ Mark L. Johnson

 

 

 

Mark L. Johnson

 

 

 

Attorney-in-fact

 

 

 

3