Sales of Unregistered Securities. Except as described in the Pricing Disclosure Package, the Company has not sold, issued or distributed any of its preferred shares during the six-month period preceding the date hereof, including any sales pursuant to Section 4(a)(2) or Rule 144A under, or Regulation D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.
Sales of Unregistered Securities. During the year ended December 31, 2000, we granted options to purchase 5,890,000 shares of common stock to existing and new employees and consultants at a weighted average exercise price of $0.86 per share. The options were granted pursuant to our 1997 Stock Incentive Plan. In May, June and October 2000, we sold 9,535,052 shares of Series D preferred stock to a group of investors for a total cash consideration of $101,272,000. The foregoing transactions did not involve any underwriters, underwriting discounts or commissions, or any public offering, and we believe that each transaction was exempt from the registration requirements of the Securities Act by virtue of Section 4(2) and Regulation D promulgated thereunder or Rule 701 pursuant to compensatory benefit plans and contracts relating to compensation as provided under Rule 701. The recipients in each transaction represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the share certificates and instruments issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us.
Sales of Unregistered Securities. Except as described in or expressly contemplated by each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has not sold, issued or distributed any of its common shares during the six-month period preceding the date hereof, including any sales pursuant to Section 4(a)(2) or Rule 144A under, or Regulation D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants. In addition, any certificate signed by any officer of the Company and required to be delivered to the International Underwriters, the Brazilian Placement Agents, or their respective counsel at the Time of Delivery pursuant to Section 7 hereof in connection with the offering of the Offered Securities, shall be deemed to be a representation and warranty by the Company as to matters covered thereby, to the International Underwriters and the Brazilian Placement Agents.
Sales of Unregistered Securities. During fiscal 1999, we issued shares of our Common Stock to the former equity holders of Syllogistics, Inc., a one employee company, in exchange for all of the outstanding equity securities of that entity as follows: SHARES OF COMMON BUSINESS ACQUIRED DATE ACQUIRED STOCK ISSUED ----------------- ---------------- ------------ Syllogistics, Inc............................. October 14, 1999 45,000 All of the shares issued in this transaction were exempt from registration under Section 4(2) of the Securities Act of 1933, as amended. All of these shares have been subsequently registered pursuant to shelf registration statement filed with the Securities and Exchange Commission on June 8, 1999 in accordance with registration rights arrangements entered into in connection with the acquisition. On June 17, 1998, AspenTech completed the sale of $86,250,000 aggregate principal amount of our 5 1/4% Convertible Subordinated Debentures due June 15, 2005 (the "Debentures"). The Debentures were sold by us to Goldman, Sachs, & Co., NationsBanc Xxxxxxxxxx Securities LLC and Xxxxxxx Xxxxx & Company, L.L.C., Initial Purchasers, which offered and sold the Debentures to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended. We initially offered $75,000,000 aggregate principal amount of Debentures and sold an additional $11,250,000 aggregate principal amount of Debentures pursuant to the Initial Purchasers' exercise of an over-allotment option. The Debentures were offered at a price of 100% of principal amount, or $86,250,000. The net proceeds received by us from the sale of the Debentures, after deducting underwriting commissions of $3,018,750 (but before deducting expenses of the offering), totalled $83,231,250. We intend to use the net proceeds for working capital and other general corporate purposes. We may use a portion of the net proceeds to acquire or invest in one or more new technologies, products or businesses that expand, complement or are otherwise related to our current business and software and service solutions. The Debentures are convertible into shares of Common Stock at any time prior to the close of business on the maturity date, unless previously redeemed or repurchased, at a conversion price of approximately $52.97 per share of Common Stock (equivalent to a conversion rate of 18.9791 shares per $1,000 principal amount of Debentures), subject to adjustment in certain events.
Sales of Unregistered Securities. During fiscal 1998, AspenTech issued shares of its Common Stock to the former equity holders of seven corporations and other business entities, in exchange for all of the outstanding equity securities of those entities, as follows: SHARES OF COMMON BUSINESS ACQUIRED DATE ACQUIRED STOCK ISSUED - ----------------- ----------------- ------------ NeuralWare, Inc.............................. August 27, 1997 26,502 The SAST Corporation Limited................. August 28, 1997 288,330 Cimtech S.A./N.V............................. February 27, 1998 118,299 Contas Process Control S.r.L................. February 27, 1998 21,975 Zyqad Limited................................ March 16, 1998 171,337 Chesapeake Decision Sciences, Inc............ May 27, 1998 2,961,959 Treiber Controls, Inc........................ May 29, 1998 140,000 26 All of these shares were issued in transactions exempt from registration under Section 4(2) of the Securities Act of 1933, as amended. Certain of these shares have been subsequently registered pursuant to shelf registration statements filed with the Securities and Exchange Commission in accordance with registration rights arrangements entered into in connection with the acquisitions. On June 17, 1998, AspenTech completed the sale of $86,250,000 aggregate principal amount of its 5 1/4% Convertible Subordinated Debentures due June 15, 2005 (the "Debentures"). The Debentures were sold by the Company to Goldman, Sachs, & Co., NationsBanc Xxxxxxxxxx Securities LLC and Xxxxxxx Xxxxx & Company,
