<PAGE>
As Filed with the Securities and
Exchange Commission on December 16, 1998 Registration No. 333-49413
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
ASPECT DEVELOPMENT, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 25-1622857
(State of incorporation) (I.R.S. Employer Identification No.)
1300 CHARLESTON ROAD
MOUNTAIN VIEW, CALIFORNIA 94043
(650) 428-2700
(Address, including zip code, and telephone number, including area code of
Registrant's principal executive offices)
----------------------
DAVID S. DURY
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
ASPECT DEVELOPMENT, INC.
1300 CHARLESTON ROAD
MOUNTAIN VIEW, CALIFORNIA 94043
(650) 428-2700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------
Copies To:
ANDREA VACHSS, ESQ.
COOLEY GODWARD LLP
FIVE PALO ALTO SQUARE
3000 EL CAMINO REAL
PALO ALTO, CALIFORNIA 94306-2155
(650) 843-5000
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The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
The Registrant hereby withdraws from registration 2,539,166 shares of its
Common Stock registered hereby.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized in the City
of Mountain View, State of California on December 16, 1998.
ASPECT DEVELOPMENT, INC.
By: /s/ David S. Dury
---------------------------------
David S. Dury
Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment has
been signed by the following persons in the capacities and on the dates
indicated:
<TABLE>
<CAPTION>
<S> <C> <C>
SIGNATURE TITLE DATE
- --------- ----- ----
* Chairman of the Board and Chief Executive December 16, 1998
- ------------------- Officer (Principal Executive Officer)
Romesh T. Wadhwani
* President, Chief Operating Officer and December 16, 1998
- ------------------- Director
Joseph A. Prang
/s/ David S. Dury Vice President and Chief Financial Officer December 16, 1998
- ------------------- (Principal Financial and Accounting Officer)
David S. Dury
* Director December 16, 1998
- -------------------
Steven B. Goldby
* Director December 16, 1998
- -------------------
Dennis Sisco
* Director December 16, 1998
- -------------------
Mark Stevens
*By: /s/ David S. Dury
------------------------
David S. Dury
Attorney-in-Fact
</TABLE>
