SCHEDULE 14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12 |
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Aspen Technology, Inc. |
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant) |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Fee paid previously with preliminary materials. |
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FILING PURSUANT TO RULE 14a-12
This filing is being made pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended. This filing contains statements about Aspen Technology, Inc. ("Aspen"), Advent International, Inc. ("Advent"), and the proposed sale of Aspen's Series D convertible preferred stock and warrants to Advent and holders of Aspen's Series B convertible preferred stock, and the exchange of shares of Aspen's Series B convertible preferred stock and warrants for Series D convertible preferred stock and warrants. Statements in this filing regarding these proposed transactions, the benefits to be derived from the proposed transaction and any other statements about Aspen's future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words "believes," "plans," "anticipates," "expects," estimates and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause events to differ materially from those indicated by such forward-looking statements, including: Aspen's ability to consummate the proposed financing transaction and the other factors described in Aspen's current report on Form 8-K filed with the SEC on July 11, 2003. Aspen expressly disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this filing.
The following is the text of a press release issued by Aspen on August 11, 2003.
For Immediate Release
Aspen Technology Reiterates Importance of Proposed Financing
CAMBRIDGE, Mass.—August 11, 2003—Aspen Technology, Inc. (NASDAQ: AZPN) today issued a formal response to inquiries by its shareholders as to the impact of the announcement on Thursday, August 7, 2003 by the Federal Trade Commission seeking divestiture of Hyprotech, on the proposed $100 million private equity investment from funds managed by Advent International Corporation, which will be voted on at its upcoming shareholder meeting on August 13, 2003. The response also addressed recent public comments from two shareholders voicing opposition to the financing proposal.
AspenTech has outlined several points below to respond to shareholder inquiries, as well as to address concerns voiced by the two dissident shareholders, in order to emphasize the importance of approving the Advent financing:
AspenTech believes the resulting reduction of risk and increased stability within its capital structure, along with recent improvements in its operational and financial performance, will enhance
the confidence of its stockholders, customers, lenders and vendors in AspenTech. The company believes that the proposed $100 million financing is in the best interests of shareholders and has received endorsement on all proposals from Institutional Shareholder Services (ISS).
About AspenTech
Aspen Technology, Inc. is a leading supplier of enterprise software to the process industries, enabling its customers to increase their margins and optimize their business performance. AspenTech's engineering solutions, including Hyprotech's technologies, help companies design and improve their plants and processes, maximizing returns throughout their operational life. AspenTech's manufacturing/supply chain solutions allow companies to run their plants and supply chains more profitably, from customer demand through to the delivery of the finished products. Over 1,200 leading companies rely on AspenTech's software every day to drive improvements across their most important engineering and operational processes. AspenTech's customers include: Air Liquide, AstraZeneca, Bayer, BASF, BP, ChevronTexaco, Dow Chemical, DuPont, ExxonMobil, GlaxoSmithKline, Lyondell Equistar, Merck, Mitsubishi Chemical, Shell, Southern Company, TXU Energy and Unilever. For more information, visit www.aspentech.com.
AspenTech and the Aspen logo are trademarks of Aspen Technology, Inc., Cambridge, Mass.
Contacts:
| For Investors: Joshua Young Aspen Technology, Inc. (617) 949-1274 joshua.young@aspentech.com |
For Media: Peter Watt Aspen Technology, Inc. +44 1223 819-752 peter.watt@aspentech.com |
IMPORTANT ADDITIONAL INFORMATION HAS BEEN FILED WITH THE SEC
Aspen has filed with the SEC and mailed to its stockholders a Proxy Statement in connection with the proposed financing transactions. The Proxy Statement contains important information about Aspen, Advent International, Inc., the proposed transactions and related matters. Investors and security holders are urged to read the Proxy Statement carefully.
Investors and security holders may obtain free copies of the Proxy Statement and other documents filed with the SEC by Aspen through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders may obtain free copies of the Proxy Statement by contacting Investor Relations, Aspen Technology, Inc., Ten Canal Park, Cambridge, Massachusetts 02141, telephone (617) 949-1000.
Aspen, Advent and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by Aspen's financing transaction. Information regarding Aspen's directors and executive officers is contained in Aspen's Form 10-K for the fiscal year ended June 30, 2002 and its proxy statement dated July 11, 2003, which have been filed with the SEC. As of June 20, 2003, Aspen's directors and executive officers beneficially owned approximately 2,810,880 shares of Aspen's common stock, representing approximately 6.9% of that class. As of June 20, 2003, Advent had no beneficial ownership of Aspen common stock.