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Registration No.____________________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ASPECT DEVELOPMENT, INC.
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(Exact name of registrant as specified in its charter)
Delaware 25-1622857
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(State or other jurisdiction (I.R.S. employer identification
of incorporation or organization) no.)
1300 Charleston Road
Mountain View, CA 94043
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(Address of principal executive offices) (Zip code)
ASPECT DEVELOPMENT, INC.
1997 NONSTATUTORY STOCK OPTION PLAN AND
OPTIONS GRANTED UNDER THE
CADIS, INC. 1991 STOCK OPTION PLAN AND
ASSUMED BY ASPECT DEVELOPMENT, INC.
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(Full title of the plan)
William Feichtmann
Corporate Controller and Secretary
Aspect Development, Inc.
1300 Charleston Road
Mountain View, CA 94043
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: 650/428-2700
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered/1/ registered share/2/ price/2/ fee
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1997 Nonstatutory
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Stock Option Plan 700,000 $42.9375 $30,056,250.00
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Common Stock
Par Value $0.001
Assumed Cadis
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Stock Options 117,842 $ 6.1234 $ 721,593.70
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Common Stock
Par Value $0.001
TOTAL: 817,842 $30,777,843.70 $9,079.46
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PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference
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Aspect Development, Inc. (the "Company") hereby incorporates by reference
in this registration statement the following documents:
(a) The Company's latest annual report on Form 10-K, filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial statements for the Company's
latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the registrant document
referred to in (a) above.
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/1/ Includes options to acquire such Common Stock.
/2/ Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. As to shares issuable under the 1997 Nonstatutory Stock
Option Plan, the offering price is based on the average of the high and low
prices of the Company's Common Stock on December 19, 1997 as reported on the
National Association of Securities Dealers Automated Quotations System. As to
shares issuable pursuant to the assumed Cadis stock options, the offering price
is computed on the basis of the average exercise price of such assumed options.
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(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
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The class of securities to be offered is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel
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Inapplicable.
Item 6. Indemnification of Directors and Officers
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Delaware law authorizes corporations to eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach or alleged breach of the directors' "duty of care." While the
relevant statute does not change directors' duty of care, it enables
corporations to limit available relief to equitable remedies such as injunction
or rescission. The statute has no effect on directors' duty of loyalty, acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law, illegal payment of dividends and approval of any transaction
from which a director derives an improper personal benefit.
The Company has adopted provisions in its Certificate of Incorporation
which eliminate the personal liability of its directors to the Company and its
stockholders for monetary damages for breach or alleged breach of their duty of
care. The By-Laws of the Company provide for indemnification of its directors,
officers, employees and agents to the full extent permitted by the General
Corporation Law of the State of Delaware, the Company's state of incorporation,
including those circumstances in which indemnification would otherwise be
discretionary under Delaware Law. Section 145 of the General Corporation Law of
the State of Delaware provides for indemnification in terms sufficiently broad
to indemnify such individuals, under certain circumstances, for liabilities
(including reimbursement of expenses incurred) arising under the Securities Act
of 1933, as amended (the "Securities Act").
Item 7. Exemption From Registration Claimed
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Inapplicable.
Item 8. Exhibits
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See Exhibit Index.
Item 9. Undertakings
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(a) Rule 415 Offering
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The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the
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registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) Filing incorporating subsequent Exchange Act documents by reference
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The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Request for acceleration of effective date or filing of registration
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statement on Form S-8
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Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction
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the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURE
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Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mountain View, State of California, on December 23,
1997.
Aspect Development, Inc.
/s/ William Feichtmann
By: _______________________________________
William Feichtmann,
Corporate Controller and Secretary
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POWER OF ATTORNEY
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The officers and directors of Aspect Development, Inc. whose signatures
appear below, hereby constitute and appoint Dr. Romesh T. Wadhwani and William
Feichtmann, and each of them, their true and lawful attorneys and agents, with
full power of substitution, each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his substitutes,
shall do or cause to be done by virtue hereof. Pursuant to the requirements of
the Securities Act of 1933, as amended, this registration statement has been
signed by the following persons in the capacities indicated on December 23,
1997.
Signature Title
/s/ Dr. Romesh T. Wadhwani
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Dr. Romesh T. Wadhwani Chairman of the Board of Directors and Chief
Executive Officer (Principal Executive Officer)
/s/ Joseph Prang
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Joseph Prang President, Chief Operating Officer and Director
/s/ David S. Dury
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David S. Dury Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ William Feichtmann
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William Feichtmann Corporate Controller and Secretary
/s/ Steven B. Goldby
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Steven B. Goldby Director
/s/ Dennis Sisco
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Dennis Sisco Director
/s/ Mark Stevens
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Mark Stevens Director
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EXHIBIT INDEX
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4.1 Restated Certificate of Incorporation of the Company is incorporated by
reference to Exhibit 3.2 to the Company's Registration Statement on Form
SB-2-LA, as amended (No. 333-3840)
4.2 Bylaws of the Company is incorporated by reference to Exhibit 3.3 to the
Company's Registration Statement on Form SB-2-LA, as amended (No. 333-3840)
4.3 Restated Rights Agreement dated December 3, 1993 is incorporated by
reference to Exhibit 4.1 to the Company's Registration Statement on Form
SB-2-LA, as amended (No. 333-3840)
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24 Power of Attorney (included in signature pages to this registration
statement)
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EXHIBIT 5
[LETTERHEAD OF GRAY CARY WARE & FREIDENRICH APPEARS HERE]
Attorneys at Law Our File No.
400 Hamilton Avenue 1010542-902000
Palo Alto, CA 94301-1825
Tel (650) 328-6561
FAX (650) 327-3699
December 23, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As legal counsel for Aspect Development, Inc., a Delaware corporation (the
"Company"), we are rendering this opinion in connection with the registration
under the Securities Act of 1933, as amended, of up to 817,842 shares of the
Common Stock, $0.001 par value, of the Company which may be issued pursuant to
the exercise of options granted under the Company's 1997 Nonstatutory Stock
Option Plan (the "Plan") and under the Cadis, Inc. 1991 Stock Option Plan and
assumed by the Company (the "Options"). We have examined all instruments,
documents and records which we deemed relevant and necessary for the basis of
our opinion hereinafter expressed. In such examination, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals and the conformity to the originals of all documents submitted
to us as copies.
We are admitted to practice only in the State of California and we express
no opinion concerning any law other than the law of the State of California, the
corporation laws of the State of Delaware and the federal law of the United
States. As to matters of Delaware corporation law, we have based our opinion
solely upon our examination of such laws and the rules and regulations of the
authorities administering such laws, all as reported in standard, unofficial
compilations. We have not obtained opinions of counsel licensed to practice in
jurisdictions other than the State of California. Based on such examination, we
are of the opinion that the 817,842 shares of Common Stock which may be issued
pursuant to the Plan and the Options are duly authorized shares of the Company's
Common Stock, and, when issued against receipt of the consideration therefor in
accordance with the provisions of the Plan and the Options, will be validly
issued, fully paid and nonassessable. We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement referred to above and the
use of our name wherever it appears in said Registration Statement.
Respectfully submitted,
/s/ Gray Cary Ware & Freidenrich
GRAY CARY WARE & FREIDENRICH
A Professional Corporation
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EXHIBIT 23.2
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CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
(Form S-8) pertaining to the 1997 Nonstatutory Stock Option Plan and the
options granted under the Cadis, Inc. 1991 Stock Option Plan and assumed by
Aspect Development, Inc. of our report dated January 23, 1997 with respect to
the consolidated financial statements of Aspect Development, Inc. included in
its Annual Report (Form 10-KSB) for the year ended December 31, 1996, filed
with the Securities and Exchange Commission.
Ernst & Young LLP
Palo Alto, California
December 22, 1997
