MFLO Moldflow Corp (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Moldflow Corporation

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

608507109

(CUSIP Number)

Attn: Pascal W. Di Fronzo, Esq.

Senior Vice President,

General Counsel and Secretary

Autodesk, Inc.

111 McInnis Parkway

San Rafael, California 94903

(415) 507-5000

Copies to:

Michael S. Ringler, Esq.

Jason P. Sebring, Esq.

Wilson Sonsini Goodrich & Rosati

Professional Corporation

One Market Street

Spear Tower, Suite 3300

San Francisco, CA 94105

(415) 947-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 13, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a Reporting Company’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Schedule 13D

Item 1. Security and Issuer

The class of equity securities to which this Schedule 13D relates is the common stock, $0.01 par value per share (the “Common Stock”), of Moldflow Corporation, a Delaware corporation (“Moldflow”), with its principal executive offices at 492 Old Connecticut Path, Suite 401, Framingham, MA 01701.

Item 2. Identity and Background

This Schedule 13D is being filed on behalf of Autodesk, Inc., a Delaware corporation (“Autodesk”). The principal executive offices of Autodesk are located at 111 McInnis Parkway, San Rafael, CA 94903. Autodesk is one of the world’s leading design software and services companies, offering products and solutions to customers in the architectural, engineering, construction, manufacturing, geospatial mapping and digital media markets.

Attached as Annex A is a chart setting forth, with respect to each executive officer, director and controlling person of Autodesk, his or her name, residence or business address, present principal occupation or employment (along with the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship, in each case as of the date hereof.

During the last five years, neither Autodesk nor, to the best knowledge of Autodesk, any executive officer, director or controlling person of Autodesk named on Annex A have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, neither Autodesk nor, to the best knowledge of Autodesk, any executive officer, director or controlling person of Autodesk named on Annex A is or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

To the best knowledge of Autodesk, each executive officer, director or controlling person of Autodesk is a citizen of the United States except Crawford W. Beveridge, who is a citizen of the United Kingdom, Per-Kristian Halvorsen, who is a citizen of Norway, and Marc Petit, who is a citizen of France and Canada.

Item 3. Source and Amount of funds or Other Consideration

On May 1, 2008, Autodesk, Switch Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Autodesk (the “Purchaser”), and Moldflow entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which the Purchaser offered to purchase all of the outstanding shares of Common Stock (the “Shares”) of Moldflow (the “Offer”) for $22.00 per share, net to the seller in cash without interest thereon, less any required withholding taxes. Following the consummation of the Offer, the Merger Agreement provides for the Purchaser to merge with and into Moldflow, pursuant to which Moldflow will become a wholly owned subsidiary of Autodesk (the “Merger”). Immediately following the expiration of the initial tender offer period of the Offer on June 12, 2008, the Purchaser commenced a subsequent offering period which expired on June 19, 2008. During the initial tender offer period and the subsequent offering period, 11,622,163 Shares were validly tendered and not withdrawn, representing approximately 95% of the outstanding Shares.

Prior to the consummation of the Offer, Autodesk and the Purchaser estimated that approximately $295 million would be needed to purchase all of the Shares pursuant to the Offer and the Merger and to pay all related fees and expenses. Autodesk and the Purchaser funded the consideration paid for the Shares tendered during the initial tender offer period and the subsequent offering period through Autodesk’s existing cash balances and borrowings under its existing revolving credit facility with Citibank, N.A. Autodesk expects to obtain the necessary funds for the consideration payable in connection with the Merger from its existing cash balances and borrowings under its existing credit facility.

The Agreement and Plan of Merger is attached to this filing as Exhibit 1 , and any references to or descriptions of the Offer, the Merger and the Merger Agreement are qualified in their entirety by reference to the Merger Agreement, which is incorporated by reference herein in its entirety where such references or descriptions appear.

Item 4. Purpose of Transaction

The purpose of the Offer, the Merger and the Merger Agreement is to enable Autodesk to acquire control of Moldflow and to acquire all of the outstanding shares of Common Stock. For a description of the Merger Agreement, see Item 3 above, which description is incorporated herein by reference in response to this Item 4.

Upon consummation of the Offer, Autodesk became entitled to designate directors to Moldflow’s five member Board of Directors (the “Board”) as of the Purchaser’s initial acceptance of Shares for payment (the “Appointment Time”). In accordance with the Merger Agreement, A. Roland Thomas, Robert P. Schechter and Roger E. Brooks resigned as directors of Moldflow effective as of the Appointment Time. In addition, the Board appointed Carl Bass, George M. Bado and Robert Kross, each as designated by Autodesk, to serve as members of the Board, effective as of the Appointment Time, each of whom shall serve until the next annual stockholders meeting at which such director is up for re-election or until his or her earlier resignation or removal. Two of Moldflow’s existing directors will remain on the Board until the consummation of the Merger.

Upon consummation of the Merger, the Purchaser will be merged with and into Moldflow, the separate corporate existence of the Purchaser will cease and Moldflow will continue as the surviving corporation and a wholly-owned subsidiary of Autodesk. As a result of the Merger, all issued and outstanding shares of Common Stock will be cancelled and automatically converted into the right to receive $22.00 in cash, without interest and less any required withholding taxes, and each share of common stock of the Purchaser issued and outstanding immediately prior to the Merger was converted into one share of common stock of Moldflow. After the closing of the Merger, Autodesk will terminate the listing of Moldflow’s shares on the Nasdaq Global Select Market and will file a Form 15 to terminate Moldflow’s registration pursuant to Section 12(g)(4) of the Act.

Item 5. Interest in Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

As an inducement for Autodesk to enter into the Merger Agreement, on May 1, 2008, all directors and certain executive officers of Moldflow entered into tender and voting agreements (the “Tender and Voting Agreements”) with the Purchaser and Autodesk that, among other things: (i) restricted the transfer of their Shares, (ii) obligated them to vote their Shares in favor of the adoption of the Merger Agreement, and in favor of each of the other actions contemplated by the Merger Agreement and against approval of any proposal made in opposition to, or in competition with, consummation of the Offer, the Merger or any other transactions contemplated by the

Merger Agreement, and (iii) obligated them to tender all their Shares in the Offer not later than the fifth business day prior to the scheduled expiration date of the Offer. To the knowledge of Autodesk, all of such directors and executive officers of Moldflow tendered their Shares in the Offer and Autodesk and the Purchaser accepted all such Shares for payment. The form of the Tender and Voting Agreement is attached to this filing as Exhibit 2 , and any references to or descriptions of the Tender and Voting Agreements are qualified in their entirety by reference to the form of the Tender and Voting Agreement, which is incorporated by reference herein in its entirety where such references or descriptions appear.

Except as described in Items 3 through 5 of this Statement on Schedule 13D, which are hereby incorporated by reference in this Item 6, and, except for the Tender and Voting Agreements described above, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among Autodesk and any other person with respect to any securities of Moldflow, including but not limited to transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to Be Filed as Exhibits

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

June 23, 2008

Date

Signature

Richard M. Foehr, Vice President & Assistant General Counsel

Name/Title

Annex A

Set forth below is the name, residence or business address, present principal occupation or employment (along with the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each director and executive officer of Autodesk. Unless otherwise indicated, each person identified below is employed by Autodesk. The principal address of Autodesk, and unless otherwise indicated below, the current business address for each individual listed below is 111 McInnis Parkway, San Rafael, California 94903.

None of the directors and executive officers of Autodesk listed below has, during the past five years, (i) been convicted in a criminal proceeding or (ii) been a party to any judicial or administrative proceeding that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws. All directors and executive officers listed below are citizens of the United States, except Crawford W. Beveridge, who is a citizen of the United Kingdom, Per-Kristian Halvorsen, who is a citizen of Norway and Marc Petit, who is a citizen of France and Canada.

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