929940--11/9/2009--ASPEN_TECHNOLOGY_INC

related topics

{product, market, service}

{stock, price, share}

{acquisition, growth, future}

{system, service, information}

{control, financial, internal}

{property, intellectual, protect}

{personnel, key, retain}

{provision, law, control}

{financial, litigation, operation}

{stock, price, operating}

{regulation, change, law}

{condition, economic, financial}

{operation, natural, condition}

{product, liability, claim}

Risks Related to Our Business Our operating results and stock price will be adversely affected from our new subscription-based licensing offering and will be further adversely affected if customers do not react favorably to our new subscription-based licensing offering. Our operating results depend on customers in or serving the energy, chemicals, pharmaceutical, and engineering and construction industries, which are highly cyclical, and our operating results may suffer if these industries continue to experience an economic downturn. Securities litigation based on our restatement of our consolidated financial statements due to our prior software accounting practices may subject us to substantial damages and expenses, may require significant management time, and may damage our reputation. The modification of the consent decree with the Federal Trade Commission and the related settlement with Honeywell International, Inc. could have a material adverse effect on our business and financial condition. In preparing our consolidated financial statements, we identified material weaknesses in our internal control over financial reporting, and our failure to remedy the material weaknesses identified as of June 30, 2009 could result in material misstatements in our financial statements. If in the future we are not current in our SEC fillings, we will face several adverse consequences. Our common stock has been delisted from The NASDAQ Stock Market and transferred to the Pink Sheets electronic quotation service, which may, among other things, reduce the price of our common stock and the levels of liquidity available to our stockholders. Our international operations are complex and if we fail to manage those operations effectively, the growth of our business would be limited and our operating results would be adversely affected. Our business may suffer if we fail to address challenges associated with transacting business internationally. Competition from software offered by current competitors and new market entrants, as well as from internally developed solutions, could adversely affect our ability to sell our software products and related services and could result in pressure to price our products in a manner that reduces our margins. If we fail to develop new software products or enhance existing products and services, we will be unable to implement our product strategy successfully and our business could be seriously harmed. Defects or errors in our software products could harm our reputation, impair our ability to sell our products and result in significant costs to us. We may be subject to significant expenses and damages because of liability claims related to our products and services. Implementation of some of our products can be difficult and time-consuming, and customers may be unable to implement those products successfully or otherwise achieve the benefits attributable to them. We may suffer losses on fixed-price professional service engagements. We may not be able to protect our intellectual property rights, which could make us less competitive and cause us to lose market share. Third-party claims that we infringe the intellectual property rights of others may be costly to defend or settle and could damage our business. Because some of our software products incorporate or otherwise require technology licensed from, or provided by, third parties, the loss of our right to use that third-party technology or defects in that technology could harm our business. If we are not successful in attracting, integrating and retaining highly qualified personnel, we may not be able to successfully implement our business strategy. Our revenue growth, operating results, financial condition or cash flows may be materially and adversely affected by recent events in connection with reseller relationships. Risks Related to Our Common Stock Our common stock may experience substantial price and volume fluctuations. Our ability to raise capital in the future may be limited, and our failure to raise capital when needed could prevent us from executing our business plan. Our corporate documents and provisions of Delaware law may prevent a change in control or management that stockholders may consider desirable. Sales of shares of common stock issued upon the conversion of our previously outstanding Series D-1 preferred stock may result in a decrease in the price of our common stock. There may be an increase in the sales volume of our common stock when we are current in our Exchange Act filings, and any sales of shares into the public market may cause a decline in the trading price of our common stock.

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929940--11/9/2009--ASPEN_TECHNOLOGY_INC_/DE/