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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

______________________

 FORM 8-K/A
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  November 12, 2020
 
ASPEN TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-34630
 
04-2739697
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
20 Crosby Drive,
Bedford,
MA
 
01730
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (781) 221-6400

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:

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
 
Name of Each Exchange on Which Registered
Common stock, $0.10 par value 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.

 


 






Item 3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.


On November 23, 2020, we received a notice from the Nasdaq Stock Market, or Nasdaq, granting us an exception to Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic financing reports with the Securities and Exchange Commission. The exception was granted in response to a plan we submitted to Nasdaq on November 16, 2020 to enable us to regain compliance under Nasdaq’s listing rules, as described in our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 17, 2020.
The terms of the exception require us to file by January 15, 2021 all of our delinquent periodic reports, including our Annual Report on Form 10-K for the fiscal year ended June 30, 2020 and our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020. If we do not satisfy the terms of the exception, our stock will be subject to delisting from the Nasdaq Global Select Market. We expect to timely satisfy the terms of the exception, but there can be no assurance that we will be able to do so.








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: November 25, 2020
By:
/s/ Karl E. Johnsen
 
 
Karl E. Johnsen
 
 
Senior Vice President and Chief Financial Officer