Item 7.01 Regulation FD Disclosure.
On May 5, 2023, Aspen Technology, Inc. (the "Company" or "AspenTech") issued a
press release announcing that its Board of Directors approved the Company's
entry into an accelerated share repurchase agreement ("ASR") with JPMorgan Chase
Bank, National Association ("JPMorgan"), pursuant to which the Company may
repurchase up to $100 million in the aggregate of the Company's outstanding
shares of common stock in fiscal years 2023 and 2024, subject to the terms of
The information in Item 7.01 of this Current Report on Form 8-K and in the press
release furnished as Exhibit 99.1 attached hereto, shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of that section, nor shall such
information be deemed incorporated by reference in any filing under the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such a filing.
Item 8.01 Other Events.
On May 5, 2023, the Company issued a press release announcing that its Board of
Directors approved the Company's entry into an ASR with JPMorgan, pursuant to
which the Company may repurchase up to $100 million in the aggregate of the
Company's outstanding shares of common stock in fiscal years 2023 and 2024,
subject to the terms of the ASR. The repurchase transactions will begin in the
fourth quarter of fiscal year 2023 and the final settlement of the ASR is
expected to be completed in the first quarter of fiscal year 2024, subject to
early acceleration by JPMorgan. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
Cautionary Note on Forward-Looking Statements
Statements in this Current Report on Form 8-K that are not strictly historical
may be "forward-looking" statements for purposes of the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995, which involve risks and
uncertainties, and AspenTech undertakes no obligation to update any such
statements to reflect later developments. In some cases, you can identify
forward-looking statements by the following words: "may," "will," "could,"
"would," "should," "expect," "intend," "plan," "strategy," "anticipate,"
"believe," "estimate," "predict," "project," "potential," "continue," "ongoing,"
"opportunity" or the negative of these terms or other comparable terminology,
although not all forward-looking statements contain these words. These risks and
uncertainties include, without limitation: the failure to realize the
anticipated benefits of our transaction with Emerson Electric Co.; risks
resulting from our status as a controlled company; AspenTech's ability to
successfully complete on the terms and conditions contemplated, and the
financial impact of, the proposed Micromine transaction; the scope, duration and
ultimate impacts of the COVID-19 pandemic and the Russia-Ukraine conflict; as
well as economic and currency conditions, market demand, including related to
the pandemic and adverse changes in the process or other capital-intensive
industries such as materially reduced spending budgets due to oil and gas price
declines and volatility, pricing, protection of intellectual property,
cybersecurity, natural disasters, tariffs, sanctions, competitive and
technological factors, inflation; and others, as set forth in AspenTech's most
recent Transition Report on Form 10-KT and subsequent reports filed with the
Securities and Exchange Commission. The outlook contained herein represents
AspenTech's expectation for its consolidated results, other than as noted
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press release issued by Aspen Technology, Inc. on May 5, 2023
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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