Aspen Technology Inc. ("Aspen Tech" or the Company) provides asset optimization software to industrial clients.

The Complaint alleges that Aspen Tech and certain of its officers and directors violated the federal securities laws by making false and misleading statements and omissions concerning the backdating of the grant of stock options to management, and the falsification of its financial statements for the years 2002-2005 and the first three quarters of 2006. The Company had been previously forced to restate its financial statements for the years 2002-2004 in 2005, and the investing public was led to understand such accounting issues were resolved. The practice of manipulating stock option dates not only potentially lines the pockets of the executives, but here resulted in the overstatement of Aspen Tech's earnings between 2002 and 2005, and the under-booking of compensation expenses. Under accounting rules, back-dating an option grant is deemed the payment of additional compensation and must be accounted for as an expense, which Aspen Tech failed to do.

The Complaint further alleges that on or around September 6, 2006, the Defendants shocked the market by announcing that the Company would be forced to restate its financial statements to correct for the backdating of stock options, by booking approximately $31 million of additional compensation charges. On this news the Company's share prices declined substantially on greatly increased share volume.

According to the Company’s FORM 10-Q for the quarterly period ended September 30, 2006, on September 6, 2006, the Company announced that, in connection with the preparation of financial statements for the fiscal year ended June 30, 2006, a subcommittee of independent directors was appointed to review the Company’s accounting treatment for stock option grants for prior years. Following that announcement, the Company and certain of its officers and directors were named Defendants in a purported federal securities class action lawsuits filed in Massachusetts federal district court, alleging violations of the Exchange Act and claiming material misstatements concerning its financial condition and results. In response to the Company’s motion to dismiss the Complaint, the parties stipulated to voluntary dismissal of the Plaintiff’s claims with prejudice on September 26, 2006 without any payment by the Company.