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) May 4, 2011
ASPEN TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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0-24786 |
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04-2739697 |
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(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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200 Wheeler Road, Burlington, MA |
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01803 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (781) 221-6400
(Former name or former address, if changed since last report.)
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. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
On May 4, 2011, the board of directors elected Robert M. Whelan, Jr. as one of our Class II directors effective immediately. His term will expire at the 2013 Annual Meeting of Stockholders.
Upon his election to the board, Mr. Whelan was granted a stock option to acquire 24,000 shares of our common stock. He will receive cash compensation in accordance with our Director Compensation Policy, a copy of which is attached as Exhibit 10.43 to the Registration Statement on Form S-1 we filed with the Securities and Exchange Commission on July 30, 2010.
Mr. Whelan has been the President of Whelan & Company, LLC, which provides business and financial consulting and strategic services to a broad range of companies, since 2001. From 2001 to 2005, Mr. Whelan also served as Managing Director of Valuation Perspectives, Inc., a consulting firm. Prior to 2001, Mr. Whelan held a number of senior-level positions at various investment banking and brokerage firms. Among other positions, Mr. Whelan was Vice Chairman of Prudential Volpe Technology Group, the technology investment banking and research division of Prudential Securities, and prior to that, he was Chief Operating Officer, Managing Director, Head of Investment Banking, and a board member of Volpe Brown Whelan & Company, a private technology and healthcare investment banking, brokerage and asset management firm acquired by Prudential Securities in 1999. Mr. Whelan currently serves as a director of ARIAD Pharmaceuticals, Inc. a NASDAQ - listed developer of small-molecule drugs to treat patients with aggressive cancers. He also serves as a director of Leerink Swann LLC, a privately held independent healthcare research firm, and Growth Capital Partners L.P., a privately held advisory and asset management firm. Mr. Whelan is 59 years old.
On May 6, 2011, we issued a press release announcing the election of Mr. Whelan to our board of directors. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is filed as part of this report:
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Exhibit No. |
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Description |
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99.1 |
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Press release issued by Aspen Technology, Inc. on May 6, 2011. |
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: May 6, 2011 |
By: |
/s/ Frederic G. Hammond |
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Frederic G. Hammond |
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Senior Vice President and General Counsel |