If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I — REGISTRANT INFORMATION

 

ASPEN TECHNOLOGY, INC.

Full Name of Registrant

Former Name if Applicable

200 Wheeler Road

Address of Principal Executive Office (Street and Number)

Burlington, MA  01803

City, State and Zip Code

 

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
o	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

On April 11, 2008, we filed with the SEC both our annual report on Form 10-K for the fiscal year ended June 30, 2007 and our quarterly report on Form 10-Q for the quarterly period ended September 30, 2007.  Our preparation of financial statements for the fiscal year ended June 30, 2007 and the quarter ended September 30, 2007 was delayed because of errors we identified in our accounting for sales of installments receivable.  After those errors were identified, the audit committee of the board of directors and our management determined to engage in a detailed review of other accounts in our financial statements.  This detailed review has delayed our completion of financial statements for the quarters ended December 31, 2007 and March 31, 2008, as well as our financial statements for the fiscal year ended June 30, 2008.

 

Our preparation of our annual report on Form 10-K for the fiscal year ended June 30, 2008 also has been delayed as the result of our transition to a new independent registered public accounting firm, effective as of the fiscal year ended June 30, 2008.  The new independent registered public accounting firm was appointed by the audit committee on March 12, 2008, as described in a current report on Form 8-K that we filed with the SEC on March 13, 2008.

 

As a result of the foregoing, we are not able to file our annual report on Form 10-K for the fiscal year ended June 30, 2008 by the applicable due date of August 29, 2008, which is the sixtieth day after fiscal year-end.

 

(Attach extra Sheets if Needed)

PART IV — OTHER INFORMATION

 

(1)	Name and telephone number of person to contact in regard to this notification
	Bradley T. Miller		(781)				221-6400
	(Name)		(Area Code)				(Telephone Number)
(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
	We have not yet filed our quarterly reports on Form 10-Q for the quarterly periods ended December 31, 2007 and March 31, 2008.				o Yes    x No

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(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
							x Yes    o No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

Due to the matters described in Part III above, we cannot provide at this time an estimate of the results of operations to be reflected by the earnings statement for the fiscal year ended June 30, 2008.

 

On July 31, 2008, we announced that our cash balance at June 30, 2008 was approximately $135 million, as compared to approximately $133 million at June 30, 2007.  The foregoing balance should be considered a preliminary estimate pending completion of our financial statements for the fiscal year ended June 30, 2008.

 

ASPEN TECHNOLOGY, INC.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date	August 29, 2008		By	/s/ Bradley T. Miller
				Bradley T. Miller
				Senior Vice President, Finance and Chief Financial Officer

 

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

	ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

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