-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IQ4MkDgAvT0ftBPbLyyxV04Un+TGpvxS+vvKgc4BkbO22bDNcvTdHsu9/G4+0Aax hPY9bQ+sH3wWxuTMzxHlYg== 0001012975-02-000156.txt : 20020520 0001012975-02-000156.hdr.sgml : 20020520 20020520154209 ACCESSION NUMBER: 0001012975-02-000156 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020520 GROUP MEMBERS: PINE RIDGE FINANCIAL INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ASPEN TECHNOLOGY INC /DE/ CENTRAL INDEX KEY: 0000929940 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 042739697 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-47526 FILM NUMBER: 02657650 BUSINESS ADDRESS: STREET 1: TEN CANAL PARK CITY: CAMBRIDGE STATE: MA ZIP: 02141 BUSINESS PHONE: 6179491000 MAIL ADDRESS: STREET 1: TEN CANAL PARK CITY: CAMBRIDGE STATE: MA ZIP: 02141 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAVALLO CAPITAL CORP CENTRAL INDEX KEY: 0001156911 IRS NUMBER: 13403888 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 660 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126519000 MAIL ADDRESS: STREET 1: 660 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13G 1 e921857.txt ------------------------------ OMB APPROVAL ------------------------------ OMB Number Expires: Estimated average burden hours per response ....... 0.5 ------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. [ ])* ----- ASPEN TECHNOLOGY, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.10 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 045327103 - -------------------------------------------------------------------------------- (CUSIP Number) MAY 9, 2002 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [X] Rule 13d-(c) [_] Rule 13d-1(d) - --------------------------- --------------------------- * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in 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 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 9 Pages CUSIP No. 045327103 13G Page 2 of 9 Pages ________________________________________________________________________________ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Cavallo Capital Corp. ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION New York ________________________________________________________________________________ NUMBER OF 5. SOLE VOTING POWER SHARES 0 _________________________________________________________________ BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 2,940,100 (see Item 4) _________________________________________________________________ EACH 7. SOLE DISPOSITIVE POWER REPORTING 0 _________________________________________________________________ PERSON 8. SHARED DISPOSITIVE POWER WITH 2,940,100 (see Item 4) ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,940,100 (see Item 4) ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.1% (see Item 4) ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 9 Pages CUSIP No. 045327103 13G Page 3 of 9 Pages ________________________________________________________________________________ 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Pine Ridge Financial Inc. ________________________________________________________________________________ 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] ________________________________________________________________________________ 3. SEC USE ONLY ________________________________________________________________________________ 4. CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands ________________________________________________________________________________ NUMBER OF 5. SOLE VOTING POWER SHARES 0 _________________________________________________________________ BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 2,940,100 (see Item 4) _________________________________________________________________ EACH 7. SOLE DISPOSITIVE POWER REPORTING 0 _________________________________________________________________ PERSON 8. SHARED DISPOSITIVE POWER WITH 2,940,100 (see Item 4) ________________________________________________________________________________ 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,940,100 (see Item 4) ________________________________________________________________________________ 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.1% (see Item 4) ________________________________________________________________________________ 12. TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 9 Pages Item 1. (a) Name of Issuer: Aspen Technology, Inc. (b) Address of Issuer's Principal Executive Offices: 10 Canal Park Cambridge, MA 02141 Item 2. (a) Name of Persons Filing: Cavallo Capital Corp. ("Cavallo") Pine Ridge Financial Inc. ("Pine Ridge") (b) Address of Principal Business Office: Cavallo: 660 Madison Avenue, 18th floor New York, NY 10021 Pine Ridge: Gonzalez-Ruiz &Aleman (BVI) Limited, Wickhams Cay I, Vanterpool Plaza P.O. Box 873, Road Town Tortolla, British Virgin Islands (c) Citizenship: Cavallo: New York Pine Ridge: British Virgin Islands (d) Title of Class of Securities: Common Stock, par value $0.10 per share (e) CUSIP Number: 045327103 Item 3. If this Statement Is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), Check Whether the Persons Filing are a: (a) |_| Broker or dealer registered under Section 15 of the Exchange Act; Page 4 of 9 Pages (b) |_| Bank as defined in Section 3(a)(6) of the Exchange Act; (c) |_| Insurance company as defined in Section 3(a)(19) of the Exchange Act; (d) |_| Investment company registered under Section 8 of the Investment Company Act; (e) |_| An investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E); (f) |_| An employee benefit plan or an endowment fund in accordance with Rule 13d- 1(b)(1)(ii)(F); (g) |_| A parent holding company or control person in accordance with Rule 13d- 1(b)(1)(ii)(G); (h) |_| A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) |_| A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940; (j) |_| 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 [X]. Item 4. OWNERSHIP Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. Cavallo: (a) Amount Beneficially Owned: 2,940,100 shares of Common Stock1 - ---------------- 1 Includes 2,098,600 shares of Common Stock owned by Pine Ridge and 841,500 shares of Common Stock issuable upon exercise of a Unit Warrant issued to Pine Ridge on May 9, 2002. Excludes (i) 951,413 shares of Common Stock issuable upon conversion of 19,000 shares of Series B-I Convertible Preferred Stock of the Issuer ("Series B-I Stock") held by Pine Ridge, (ii) 566,252 shares of Common Stock issuable upon conversion of 10,000 shares of Series B-II Convertible Preferred Stock of the Issuer ("Series B-II Stock") held by Pine Ridge, (iii) 182,927 shares of Common Stock issuable upon exercise of a Warrant issued to Pine Ridge on February 6, 2002, (iv) 141,730 shares of Common Stock issuable upon exercise of a Warrant issued to Pine Ridge on February 28, 2002, (v) 56,692 shares of Common Stock issuable upon exercise of a Warrant issued to Pine Ridge on March 19, 2002, (vi) 302,940 shares of Common Stock issuable upon exercise of a Warrant issued to Pine Ridge on May 9, 2002, and (vii) 151,470 shares of Common Stock issuable upon exercise of an Additional Warrant that is issuable upon exercise of the Unit Warrant issued to Pine Ridge on (continued...) Page 5 of 9 Pages (b) Percent of Class: 8.1%2 (c) Number of shares as to which Cavallo has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 2,940,100 shares of Common Stock (see Footnote 1) (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 2,940,100 shares of Common Stock (see Footnote 1) Pine Ridge: (a) Amount Beneficially Owned: 2,940,100 shares of Common Stock3 - ---------------- 1(...continued) May 9, 2002. Also excluded are (i) 300,447 shares of Common Stock issuable upon conversion of 6,000 shares of Series B-I Stock held by Perseverance LLC ("Perseverance"), (ii) 226,501 shares of Common Stock issuable upon conversion of 4,000 shares of Series B-II Stock held by Perseverance, (iii) 73,171 shares of Common Stock issuable upon exercise of a Warrant issued to Perseverance on February 6, 2002, and (iv) 56,692 shares of Common Stock issuable upon exercise of a Warrant issued to Perseverance on February 28, 2002. Pursuant to an agreement between Perseverance and Cavallo, Cavallo may be deemed as of the date hereof to have beneficial ownership of the foregoing securities of the Issuer held by Perseverance. The terms of the Series B-I Stock, the Series B-II Stock and all Warrants and the Additional Warrant referred to above (other than the Unit Warrant) preclude the holder from converting or exercising such securities to acquire any shares of Common Stock to the extent that the acquisition would result in the holder and its affiliates (and any other person whose beneficial ownership would be aggregated with the holder) beneficially owning in excess of 4.999% of the outstanding shares of Common Stock following such exercise. 2 Based on 35,483,570 shares of Common Stock issued and outstanding as of May 9, 2002 as represented by the Issuer to Pine Ridge. 3 Includes 2,098,600 shares of Common Stock owned by Pine Ridge and 841,500 shares of Common Stock issuable upon exercise of a Unit Warrant issued to Pine Ridge on May 9, 2002. Excludes (i) 951,413 shares of Common Stock issuable upon conversion of 19,000 shares of Series B-I Stock held by Pine Ridge, (ii) 566,252 shares of Common Stock issuable upon conversion of 10,000 shares of Series B-II Stock held by Pine Ridge, (iii) 182,927 shares of Common Stock issuable upon exercise of a Warrant issued to Pine Ridge on February 6, 2002, (iv) 141,730 shares of Common Stock issuable upon exercise of a Warrant issued (...continued) Page 6 of 9 Pages (b) Percent of Class: 8.1% (see Footnote 2) (c) Number of Shares as to Which Pine Ridge has: (i) Sole power to vote or to direct the vote: 0 (ii) Shared power to vote or to direct the vote: 2,940,100 shares of Common Stock (see Footnote 3) (iii) Sole power to dispose or to direct the disposition of: 0 (iv) Shared power to dispose or to direct the disposition of: 2,940,100 shares of Common Stock (see Footnote 3) Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Inapplicable Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Pursuant to an investment management agreement between Pine Ridge and Cavallo, Cavallo has the power to sell or vote on behalf of Pine Ridge some or all of the shares of Common Stock to which this report relates. Accordingly, under Rule 13d-3(a), Cavallo may be deemed to be the beneficial owner of shares owned by Pine Ridge. 3(...continued) to Pine Ridge on February 28, 2002, (v) 56,692 shares of Common Stock issuable upon exercise of a Warrant issued to Pine Ridge on March 19, 2002, (vi) 302,940 shares of Common Stock issuable upon exercise of a Warrant issued to Pine Ridge on May 9, 2002, and (vii) 151,470 shares of Common Stock issuable upon exercise of an Additional Warrant that is issuable upon exercise of the Unit Warrant issued to Pine Ridge on May 9, 2002. The terms of the Series B-I Stock, the Series B-II Stock and all Warrants and the Additional Warrant referred to above (other than the Unit Warrant) preclude the holder from converting or exercising such securities to acquire any shares of Common Stock to the extent that the acquisition would result in the holder and its affiliates (and any other person whose beneficial ownership would be aggregated with the holder) beneficially owning in excess of 4.999% of the outstanding shares of Common Stock following such exercise. Page 7 of 9 Pages Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Inapplicable Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. See the Joint Filing Agreement Attached hereto as an Exhibit. Item 9. NOTICE OF DISSOLUTION OF THE GROUP. Inapplicable Item 10. CERTIFICATION. By signing below the undersigned certifies that, to the best of its 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. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Cavallo Capital Corp. /s/ Avi Vigder -------------------------------- Name: Avi Vigder Title: Managing Director Pine Ridge Financial Inc. By: Cavallo Capital Corp., Investment Manager /s/ Avi Vigder -------------------------------- Name: Avi Vigder Title: Managing Director Page 8 of 9 Pages JOINT FILING AGREEMENT In accordance with rule 13d-1(k)(1) of the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of the attached statement on Schedule 13G, and all amendments thereto, and that such statement, and all amendments thereto, is made on behalf of each of them. IN WITNESS WHEREOF, the undersigned hereby executed this agreement on May 20, 2002. Cavallo Capital Corp. /s/ Avi Vigder -------------------------------- Name: Avi Vigder Title: Managing Director Pine Ridge Financial Inc. By: Cavallo Capital Corp., Investment Manager /s/ Avi Vigder -------------------------------- Name: Avi Vigder Title: Managing Director Page 9 of 9 Pages -----END PRIVACY-ENHANCED MESSAGE-----