8-K12B/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 2

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 13, 2022

ASPEN TECHNOLOGY, INC.

(formerly Emersub CX, Inc.)

 (Exact name of registrant as specified in its charter)

Delaware	333-262106	87-3100817
(State or other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

20 Crosby Drive

Bedford, Massachusetts 01730

(Address of principal executive offices, including Zip Code)

(781) 221-6400

(Registrant’s telephone number, including area code)

Emersub CX, Inc.

(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):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	AZPN	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note.

On May 27, 2022, Aspen Technology, Inc. (formerly Emersub CX, Inc.) (“New AspenTech”) filed with the Securities and Exchange Commission (the “SEC”) the Amendment No. 1 on Form 8-K/A (“Amendment No. 1”), amending the Current Report on Form 8-K filed with the SEC by New AspenTech on May 17, 2022 (the “Original Current Report”).

This Amendment No. 2 on Form 8-K/A (“Amendment No. 2”) amends Amendment No. 1 to correct four typographical errors located on page 5 of the financial statements attached to Amendment No. 1 as Exhibit 99.1 under Item 9.01(d), Financial Statements and Exhibits. Except as stated herein, no other information in Amendment No. 1 or the Original Current Report has been amended. Amendment No. 2 should be read in connection with Amendment No. 1 and the Original Current Report.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The information under “Explanatory Note” is incorporated herein by reference.

New AspenTech is providing a revised table below to replace the table titled “Consolidated and Combined Balance Sheets EMERSON INDUSTRIAL SOFTWARE BUSINESS” on page 5 of Exhibit 99.1 of Amendment No. 1 in its entirety.

Consolidated and Combined Balance Sheets

EMERSON INDUSTRIAL SOFTWARE BUSINESS

(Dollars in thousands)

	March 31			September 30
ASSETS	2022			2021
Current assets:	(unaudited)
Cash and cash equivalents	$	20,362			25,713
Accounts receivable, net of credit loss allowances of $243 and $364		59,665			65,040
Current contract assets		71,487			61,494
Prepaid expenses and other current assets		8,329			6,262
Income taxes receivable		3,139			3,414
Total current assets		162,982			161,923
Property, equipment and leasehold improvements, net		13,817			14,744
Goodwill		1,044,383			1,044,383
Intangible assets, net		792,755			837,655
Operating lease right-of-use assets		44,135			46,048
Deferred tax assets		7,002			7,002
Other noncurrent assets		4,994			5,001
Total assets	$	2,070,068			2,116,756
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	7,069			9,644
Accrued expenses		40,510			45,328
Current operating lease liabilities		5,862			5,744
Income taxes payable		4,869			2,690
Current contract liabilities		80,272			72,524
Total current liabilities		138,582			135,930
Non-current contract liabilities		5,771			7,029
Deferred income taxes		142,221			148,788
Non-current operating lease liabilities		38,984			41,114
Other non-current liabilities		9,768			12,549
Equity:
Net parent investment		1,741,523			1,777,030
Accumulated other comprehensive loss		(6,781	)		(5,684	)
Total equity		1,734,742			1,771,346
Total liabilities and equity	$	2,070,068			2,116,756

See accompanying Notes to Unaudited Consolidated and Combined Financial Statements.

(d) Exhibits.

Exhibit Number	Description of Exhibit
104	Cover Page Interactive Data File (formatted as Inline XBRL)

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.

	ASPEN TECHNOLOGY, INC.
Date: June 2, 2022	By:	/s/ Chantelle Y. Breithaupt
	Name:	Chantelle Y. Breithaupt
	Title:	Senior Vice President, Chief Financial Officer and Treasurer

XML

Document and Entity Information	May 13, 2022
Cover [Abstract]
Document Type	8-K12B/A
Amendment Flag	false
Document Period End Date	May 13, 2022
Entity Registrant Name	ASPEN TECHNOLOGY, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	333-262106
Entity Tax Identification Number	87-3100817
Entity Address, Address Line One	20 Crosby Drive
Entity Address, City or Town	Bedford
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01730
City Area Code	781
Local Phone Number	221-6400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001897982
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	AZPN
Security Exchange Name	NASDAQ
Entity Information, Former Legal or Registered Name	Emersub CX, Inc.