UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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SCHEDULE 13G |
(Rule 13d-102) |
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Information Statement Pursuant to Rules 13d-1 and 13d-2 |
Under the Securities Exchange Act of 1934 |
(Amendment No. 2)* |
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Aspen Technology, Inc. |
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(Name of Issuer) |
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Common Stock |
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(Title of Class of Securities) |
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045327103 |
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(CUSIP Number) |
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December 31, 2003 |
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Date of Event Which Requires Filing of the Statement |
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o |
Rule 13d-1(b) |
ý |
Rule 13d-1(c) |
o |
Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 22
Cusip No. 045327103 |
13G |
Page 2 of 22 Pages |
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Illinois limited partnership U.S.A. |
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SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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0 |
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0 |
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PN; HC |
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(1) See Footnote 1 in item 4.
Page 2 of 22
Cusip No. 045327103 |
13G |
Page 3 of 22 Pages |
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Delaware limited partnership |
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SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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0 |
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0 |
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See Row 6 above. |
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See Row 6 above. |
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PN; HC |
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(1) See Footnote 1 in item 4.
Page 3 of 22
Cusip No. 045327103 |
13G |
Page 4 of 22 Pages |
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Delaware limited liability company U.S.A. |
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SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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0 |
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1,260,047 shares of Common Stock
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0 |
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See Row 6 above. |
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See Row 6 above. |
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OO; HC |
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(1) See Footnote 1 in item 4.
Page 4 of 22
Cusip No. 045327103 |
13G |
Page 5 of 22 Pages |
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U.S. Citizen U.S.A. |
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SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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0 |
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0 |
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See Row 6 above. |
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See Row 6 above. |
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IN; HC |
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(1) See Footnote 1 in item 4.
Page 5 of 22
Cusip No. 045327103 |
13G |
Page 6 of 22 Pages |
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Illinois limited partnership U.S.A. |
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SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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0 |
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1,260,047 shares of Common Stock
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0 |
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See Row 6 above. |
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See Row 6 above. |
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PN; HC |
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(1) See Footnote 1 in item 4.
Page 6 of 22
Cusip No. 045327103 |
13G |
Page 7 of 22 Pages |
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Bermuda company |
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SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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0 |
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0 |
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See Row 6 above. |
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See Row 6 above. |
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CO; HC |
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(1) See Footnote 1 in item 4.
Page 7 of 22
Cusip No. 045327103 |
13G |
Page 8 of 22 Pages |
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Cayman Islands company |
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0 |
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0 |
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See Row 6 above. |
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See Row 6 above. |
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CO; HC |
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(1) See Footnote 1 in item 4.
Page 8 of 22
Cusip No. 045327103 |
13G |
Page 9 of 22 Pages |
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Bermuda company |
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0 |
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0 |
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See Row 6 above. |
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See Row 6 above. |
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CO |
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(1) See Footnote 1 in item 4.
Page 9 of 22
Cusip No. 045327103 |
13G |
Page 10 of 22 Pages |
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Cayman Islands company |
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0 |
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1,260,047 shares of Common Stock |
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0 |
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See Row 6 above. |
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See Row 6 above. |
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CO; HC |
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(1) See Footnote 1 in item 4.
Page 10 of 22
Cusip No. 045327103 |
13G |
Page 11 of 22 Pages |
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Cayman Islands company |
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0 |
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0 |
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See Row 6 above. |
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See Row 6 above. |
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CO |
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(1) See Footnote 1 in item 4.
Page 11 of 22
Cusip No. 045327103 |
13G |
Page 12 of 22 Pages |
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Delaware limited partnership |
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0 |
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0
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0 |
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0 |
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0 |
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PN; HC |
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Page 12 of 22
Cusip No. 045327103 |
13G |
Page 13 of 22 Pages |
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Cayman Islands company |
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0 |
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0
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0 |
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0 |
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0 |
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CO; HC |
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Page 13 of 22
Cusip No. 045327103 |
13G |
Page 14 of 22 Pages |
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S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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Cayman Islands company |
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0 |
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0 |
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0 |
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0 |
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CO |
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Page 14 of 22
Cusip No. 045327103 |
13G |
Page 15 of 22 Pages |
Item 1(a) |
Name of Issuer: ASPEN TECHNOLOGY, INC. |
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1(b) |
Address of Issuers Principal Executive Offices: |
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Ten Canal Park |
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Cambridge, MA 02141 |
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Item 2(a) |
Name of Person Filing |
Item 2(b) |
Address of Principal Business Office |
Item 2(c) |
Citizenship |
Citadel Limited Partnership |
131 S. Dearborn Street, 32nd Floor |
Chicago, Illinois 60603 |
Illinois limited partnership |
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GLB Partners, L.P. |
131 S. Dearborn Street, 32nd Floor |
Chicago, Illinois 60603 |
Delaware limited partnership |
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Citadel Investment Group, L.L.C. |
131 S. Dearborn Street, 32nd Floor |
Chicago, Illinois 60603 |
Delaware limited liability company |
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Kenneth Griffin |
131 S. Dearborn Street, 32nd Floor |
Chicago, Illinois 60603 |
U.S. Citizen |
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Citadel Wellington Partners L.P. |
c/o Citadel Investment Group, L.L.C. |
131 S. Dearborn Street, 32nd Floor |
Chicago, Illinois 60603 |
Illinois limited partnership |
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Citadel Kensington Global Strategies Fund Ltd. |
c/o Citadel Investment Group, L.L.C. |
131 S. Dearborn Street, 32nd Floor |
Chicago, Illinois 60603 |
Bermuda company |
Page 15 of 22
Cusip No. 045327103 |
13G |
Page 16 of 22 Pages |
Citadel Equity Fund Ltd. |
c/o Citadel Investment Group, L.L.C. |
131 S. Dearborn Street, 32nd Floor |
Chicago, Illinois 60603 |
Cayman Islands company |
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Aragon Investments, Ltd. |
c/o Citadel Investment Group, L.L.C. |
131 S. Dearborn Street, 32nd Floor |
Chicago, Illinois 60603 |
Bermuda company |
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Citadel Distressed and Credit Opportunity Fund Ltd. |
c/o Citadel Investment Group, L.L.C. |
131 S. Dearborn Street, 32nd Floor |
Chicago, Illinois 60603 |
Cayman Islands company |
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Citadel Credit Trading Ltd. |
c/o Citadel Investment Group, L.L.C. |
131 S. Dearborn Street, 32nd Floor |
Chicago, Illinois 60603 |
Cayman Islands company |
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Citadel Edison Fund L.P. |
c/o Citadel Investment Group, L.L.C. |
131 S. Dearborn Street, 32nd Floor |
Chicago, Illinois 60603 |
Delaware limited partnership |
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Citadel Edison Fund Ltd. |
c/o Citadel Investment Group, L.L.C. |
131 S. Dearborn Street, 32nd Floor |
Chicago, Illinois 60603 |
Cayman Islands company |
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Citadel Edison Investments Ltd. |
c/o Citadel Investment Group, L.L.C. |
131 S. Dearborn Street, 32nd Floor |
Chicago, Illinois 60603 |
Cayman Islands company |
2(d) |
Title of Class of Securities: |
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Common Stock, par value $0.10 per share |
Page 16 of 22
Cusip No. 045327103 |
13G |
Page 17 of 22 Pages |
2(e) |
CUSIP Number: 045327103 |
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Item 3 |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
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(a) |
o |
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Broker or dealer registered under Section 15 of the Exchange Act; |
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(b) |
o |
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Bank as defined in Section 3(a)(6) of the Exchange Act; |
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(c) |
o |
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Insurance company as defined in Section 3(a)(19) of the Exchange Act; |
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(d) |
o |
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Investment company registered under Section 8 of the Investment Company Act; |
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(e) |
o |
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An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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(f) |
o |
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An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
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(g) |
o |
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A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G); |
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(h) |
o |
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
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(i) |
o |
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A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
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(j) |
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
If this statement is filed pursuant to Rule 13d-1(c), check this box. ý
Item 4 |
Ownership: |
CITADEL LIMITED PARTNERSHIP
GLB PARTNERS, L.P.
CITADEL INVESTMENT GROUP, L.L.C.
KENNETH GRIFFIN
CITADEL WELLINGTON PARTNERS L.P.
CITADEL EQUITY FUND LTD.
CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD.
ARAGON INVESTMENTS, LTD.
CITADEL DISTRESSED AND CREDIT OPPORTUNITY FUND LTD.
CITADEL CREDIT TRADING LTD.
Page 17 of 22
Cusip No. 045327103 |
13G |
Page 18 of 22 Pages |
(a) |
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Amount beneficially owned: |
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1,260,047 shares of Common Stock |
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$1,640,000 in principal amount of the Companys 5.25% Convertible Subordinated Debentures (convertible into 30,961 shares of Common Stock)(1) |
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Warrants to purchase 69,160 shares of Common Stock(1) |
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(b) |
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Percent of Class: |
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Approximately 3.4% as of December 31, 2003 (based on 40,179,946 shares of Common Stock issued and outstanding as of November 11, 2003, plus the shares of Common Stock issuable upon the conversion of the Convertible Subordinated Debentures and the exercise of the Warrants referred to in item (a) above).(1) |
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(c) |
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Number of shares as to which such person has: |
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(i) |
sole power to vote or to direct the vote: |
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0 |
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(ii) |
shared power to vote or to direct the vote: |
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See item (a) above. |
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(iii) |
sole power to dispose or to direct the disposition of: |
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0 |
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(iv) |
shared power to dispose or to direct the disposition of: |
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See item (a) above. |
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(1) The securities reported herein include (i) 30,961 shares of the Companys common stock, par value $0.10 per share (the Common Stock) that the Reporting Persons may acquire in the future through the conversion of $1.64 million aggregate principal amount of the Companys 5 1/4% Convertible Subordinated Debentures due June 15, 2005 (the Debentures) which may be converted by the Reporting Persons, at any time prior to maturity, into shares of the Companys Common Stock and (ii) 69,160 shares of Common Stock that the Reporting Persons may acquire in the future through the exercise by the Reporting Persons of warrants (the Warrants) at an exercise price equal to $9.76 and expiring May 9, 2007. The conversion rate for the Debentures is 18.8791 shares of Common Stock for each $1,000 in principal amount, subject to adjustment to prevent dilution.
CITADEL EDISON FUND L.P.
CITADEL EDISON FUND LTD.
CITADEL EDISON INVESTMENTS LTD.
Page 18 of 22
Cusip No. 045327103 |
13G |
Page 19 of 22 Pages |
(a) |
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Amount beneficially owned: |
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0 |
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(b) |
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Percent of Class: |
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0 |
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(c) |
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Number of shares as to which such person has: |
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(i) |
sole power to vote or to direct the vote: |
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0 |
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(ii) |
shared power to vote or to direct the vote: |
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0 |
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(iii) |
sole power to dispose or to direct the disposition of: |
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0 |
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(iv) |
shared power to dispose or to direct the disposition of: |
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0 |
Item 5 |
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Ownership of Five Percent or Less of a Class: |
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If this Statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following ý. |
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Item 6 |
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Ownership of More than Five Percent on Behalf of Another Person: |
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Not Applicable. |
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Item 7 |
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Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: |
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See Item 2 above. |
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Item 8 |
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Identification and Classification of Members of the Group: |
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Not Applicable. |
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Item 9 |
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Notice of Dissolution of Group: |
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Not Applicable. |
Page 19 of 22
Cusip No. 045327103 |
13G |
Page 20 of 22 Pages |
Item 10 |
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Certification: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
* Adam C. Cooper is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on November 19, 2002, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Form 3 for Metals USA, Inc.
Page 20 of 22
Cusip No. 045327103 |
13G |
Page 21 of 22 Pages |
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated this 11th day of February, 2004 |
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KENNETH GRIFFIN |
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By: |
/s/ Adam C. Cooper |
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Adam C. Cooper, attorney-in-fact |
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CITADEL LIMITED PARTNERSHIP |
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CITADEL INVESTMENT GROUP, L.L.C. |
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By: |
GLB Partners, L.P., |
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By: |
/s/ Adam C. Cooper |
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its General Partner |
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Adam C. Cooper, Senior
Managing |
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By: |
Citadel Investment Group, L.L.C., |
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its General Partner |
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CITADEL EDISON FUND L.P. |
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By: |
/s/ Adam C. Cooper |
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By: |
Citadel Limited Partnership, |
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Adam C. Cooper, Senior
Managing |
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its General Partner |
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By: |
GLB Partners, L.P., |
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GLB PARTNERS, L.P. |
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its General Partner |
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By: |
Citadel Investment
Group, L.L.C., |
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By: |
Citadel Investment
Group, L.L.C., |
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By: |
/s/ Adam C. Cooper |
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By: |
/s/ Adam C. Cooper |
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Adam C. Cooper, Senior
Managing |
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Adam C. Cooper, Senior
Managing |
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CITADEL WELLINGTON PARTNERS L.P. |
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CITADEL EDISON FUND LTD. |
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By: |
Citadel Limited Partnership, |
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By: |
Citadel Limited Partnership, |
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its General Partner |
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its Portfolio Manager |
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By: |
GLB Partners, L.P., |
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By: |
GLB Partners, L.P., |
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its General Partner |
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its General Partner |
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By: |
Citadel Investment Group, L.L.C., |
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By: |
Citadel Investment Group, L.L.C., |
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its General Partner |
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its General Partner |
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By: |
/s/ Adam C. Cooper |
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By: |
/s/ Adam C. Cooper |
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Adam C. Cooper, Senior
Managing |
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Adam C. Cooper, Senior
Managing |
Page 21 of 22
Cusip No. 045327103 |
13G |
Page 22 of 22 Pages |
CITADEL KENSINGTON GLOBAL |
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CITADEL EQUITY FUND LTD. |
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By: |
Citadel Limited
Partnership, |
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By: |
Citadel Limited
Partnership, |
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By: |
GLB Partners, L.P., |
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By: |
GLB Partners, L.P., |
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By: |
Citadel Investment
Group, L.L.C., |
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By: |
Citadel Investment
Group, L.L.C., |
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By: |
/s/ Adam C. Cooper |
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By: |
/s/ Adam C. Cooper |
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Adam C. Cooper, Senior
Managing |
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Adam C. Cooper, Senior
Managing |
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CITADEL EDISON INVESTMENTS LTD. |
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ARAGON INVESTMENTS, LTD. |
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By: |
Citadel Limited Partnership, |
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By: |
Citadel Limited
Partnership, |
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By: |
GLB Partners, L.P., |
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By: |
GLB Partners, L.P., |
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By: |
Citadel Investment
Group, L.L.C., |
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By: |
Citadel Investment
Group, L.L.C., |
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By: |
/s/ Adam C. Cooper |
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By: |
/s/ Adam C. Cooper |
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Adam C. Cooper, Senior
Managing |
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Adam C. Cooper, Senior
Managing |
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CITADEL DISTRESSED AND CREDIT |
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CITADEL CREDIT TRADING LTD. |
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By: |
Citadel Limited
Partnership, |
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By: |
Citadel Limited
Partnership, |
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By: |
GLB Partners, L.P., |
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By: |
GLB Partners, L.P., |
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By: |
Citadel Investment
Group, L.L.C., |
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By: |
Citadel Investment
Group, L.L.C., |
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By: |
/s/ Adam C. Cooper |
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By: |
/s/ Adam C. Cooper |
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Adam C. Cooper, Senior
Managing |
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Adam C. Cooper, Senior
Managing |
Page 22 of 22