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As Filed with the Securities and Exchange Commission on September 8, 1998
Registration No. 333-49413
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
ON
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:
JAMES C. KITCH, ESQ.
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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Approximate date of commencement of proposed sale to the public:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act") check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
Proposed Maximum
Title of Class of Proposed Maximum Amount to Offering Aggregate Amount of
Securities to be Registered be Registered (1) Price per Share Offering Price Registration Fee (1)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.001 per share 2,592,918 ___ ___ $0
==============================================================================================================================
</TABLE>
(1) Includes 1,296,459 shares initially registered on Form S-1, for which the
fee has been paid, and an additional 1,296,459 shares issued pursuant to a
two-for-one stock dividend paid on August 14, 1998, which shares are
included herein pursuant to Rule 416 under the Securities Act and for which
no fee is required.
================================================================================
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>
PROSPECTUS
- ----------
2,592,918 SHARES
ASPECT DEVELOPMENT, INC.
COMMON STOCK
The 2,592,918 shares of Common Stock, par value $0.001 ("Common Stock"), of
Aspect Development, Inc., a Delaware corporation ("Aspect" or the "Company"),
offered by this Prospectus (the "Shares") were issued in connection with the
merger (the "Merger") of CADIS, Inc., a Delaware corporation ("CADIS"), with
Hawaii Acquisition Corporation, a Delaware corporation and wholly-owned
subsidiary of Aspect ("Sub"), which was consummated on November 25, 1997. The
Shares may be sold from time to time by or on behalf of certain former
stockholders of CADIS (the "Selling Stockholders") who are described in this
Prospectus under "Selling Stockholders." As part of the Merger, the Company
agreed to register the Shares under the Securities Act of 1933, as amended (the
"Securities Act"). The Company also agreed to use its best efforts to cause the
registration statement covering the Shares to remain effective until November
25, 1998.
On August 14, 1998, the Company effected a two-for-one stock split, by means
of a stock dividend, to stockholders of record on July 31, 1998 (the "Stock
Split"). All share numbers in this Prospectus have been adjusted to give effect
to the Stock Split.
The Company has been advised by the Selling Stockholders that they intend
to sell all or a portion of the Shares from time to time in the Nasdaq National
Market, in negotiated transactions or otherwise, and on terms and at prices then
obtainable. The Selling Stockholders may effect such transactions by selling the
Shares to or through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders or the purchasers of the Shares for whom such broker-
dealers may act as agents or to whom they sell as principal or both (which
compensation to a particular broker-dealer may be in excess of customary
commissions). The Company will not receive any proceeds from the sale of Common
Stock by the Selling Stockholders. The aggregate proceeds to the Selling
Stockholders from the sale of the Shares will be the price of the Shares sold
less the aggregate agents' commissions and underwriters' discounts, if any, and
other expenses of issuance and distribution not borne by the Company. See
"Selling Stockholders" and "Plan of Distribution."
The Selling Stockholders and any broker-dealers, agents or underwriters
that participate with the Selling Stockholders in the distribution of any of the
Shares may be deemed to be "Underwriters" within the meaning of the Securities
Act, and any commission received by them and any profit on the resale of the
Shares purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act. The Company has agreed to indemnify the
Selling Stockholders, and the Selling Stockholders have agreed to indemnify the
Company, against certain liabilities, including liabilities under the Securities
Act.
The Company's Common Stock is quoted on the Nasdaq National Market under the
symbol "ASDV." On September 3, 1998, the last sale price of the Company's
Common Stock as reported on the Nasdaq National Market was $31.
FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY INVESTORS
IN EVALUATING AN INVESTMENT IN THE SECURITIES OFFERED HEREBY, SEE "RISK
FACTORS" COMMENCING ON PAGE 3.
--------------------
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED ON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
--------------------
THE SHARES HAVE NOT BEEN REGISTERED FOR SALE UNDER THE SECURITIES LAWS OF ANY
STATE OR JURISDICTION AS OF THE DATE OF THIS PROSPECTUS. BROKERS OR DEALERS
EFFECTING TRANSACTIONS IN THE SHARES SHOULD CONFIRM THE REGISTRATION OF THE
SHARES UNDER THE SECURITIES LAWS OF THE STATES IN WHICH SUCH TRANSACTIONS OCCUR,
OR THE EXISTENCE OF ANY EXEMPTIONS FROM SUCH REGISTRATION.
Except as described in this Prospectus under "Plan of Distribution," the
Company will pay all expenses incident to the offering and sale of the Shares to
the public. See "Plan of Distribution."
September __, 1998
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Judiciary Plaza, Room 1024, Washington, D.C. 20549, and at the Commission's
Regional Offices located at Northwest Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661; and Seven World Trade Center, 13th Floor,
New York, New York 10048. Copies of such material can be obtained at prescribed
rates from the Public Reference Section of the Commission at 450 Fifth Street,
N.W., Judiciary Plaza, Washington, D.C. 20549. Reports, proxy statements and
other information filed electronically by the Company with the Commission are
available at the Commission's worldwide web site at http://www.sec.gov. The
Company's Common Stock is listed for trading on the Nasdaq National Market and
reports, proxy statements and other information concerning the Company may also
be inspected at the offices of the National Association of Securities Dealers,
1735 K Street, N.W., Washington, D.C. 20006.
ADDITIONAL INFORMATION
A registration statement on Form S-3 with respect to the Shares offered hereby
(together with all amendments, exhibits and schedules thereto, the "Registration
Statement") has been filed with the Commission under the Securities Act. This
Prospectus does not contain all of the information contained in such
Registration Statement, certain portions of which have been omitted pursuant to
the rules and regulations of the Commission. For further information with
respect to the Company and the Shares offered hereby, reference is made to the
Registration Statement. Statements contained in this Prospectus regarding the
contents of any contract or any other documents are not necessarily complete
and, in each instance, reference is hereby made to the copy of such contract or
document filed as an exhibit to the Registration Statement. The Registration
Statement may be inspected without charge at the Securities and Exchange
Commission's principal office in Washington, D.C., and copies of all or any part
thereof may be obtained from the Public Reference Section, Securities and
Exchange Commission, Washington, D.C. 20549, upon payment of the prescribed
fees.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed with the Commission and are
incorporated herein by reference:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1997;
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended March
31 and June 30, 1998;
3. The Company's Current Report on Form 8-K dated August 14, 1998; and
4. The description of the Company's Common Stock set forth in its Registration
Statement on Form 8-A filed with the Commission on May 20, 1996.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act (i) after the date of the initial Registration
Statement and prior to effectiveness of the Registration Statement and (ii)
after the date of this Prospectus and prior to the termination of the offering,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon the request of such
person, a copy of any or all of the documents incorporated herein by reference,
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Requests for such documents
should be directed to Aspect Development, Inc., Attention: Chief Financial
Officer, 1300 Charleston Road, Mountain View, California 94043, telephone (650)
428-2700.
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FORWARD LOOKING STATEMENTS
This Prospectus contains forward-looking statements that involve risks and
uncertainties. When used in this Prospectus, the words "anticipate," "believe,"
"estimate," and "expect" and similar expressions as they relate to the Company
or its management are intended to identify such forward-looking statements. The
Company's actual results, performance, or achievements could differ materially
from the results expressed in, or implied by, these forward-looking statements.
Factors that could cause or contribute to such differences include those
discussed below under the caption "Risk Factors" and in the documents
incorporated herein by reference.
THE COMPANY
Aspect develops, markets and supports enterprise client/server software and
content products that enable manufacturers to improve product development and
business through component and supplier management (CSM). The Aspect CSM
solution incorporates four interrelated elements: the Explore family of
enterprise client/server software products, the VIP family of component and
supplier content databases, Professional Services for legacy data conversion and
business process consulting and the Krakatoa Web Catalog Publisher. The
Company's principal executive offices are located at 1300 Charleston Road,
Mountain View, California 94043, and its telephone number is (650) 428-2700.
RISK FACTORS
An investment in the Shares offered hereby involves a high degree of risk.
Prospective investors should carefully consider the following risk factors, in
addition to the other information contained or incorporated by reference in this
Prospectus, in evaluating an investment in the Common Stock offered hereby.
FLUCTUATIONS IN OPERATING RESULTS
The Company's revenues and results of operations have varied on a quarterly
and an annual basis in the past and are expected to vary significantly in the
future. The Company's revenues and results of operations are difficult to
forecast and could be materially adversely affected by many factors, some of
which are outside the control of the Company, including, among others, the
relatively long sales and implementation cycles for the Company's products; the
size and the timing of individual license transactions; seasonality of revenues;
changes in the Company's operating expenses; changes in the mix of products and
services sold; timing of introduction or enhancement of products by the Company
or its competitors; market acceptance of new products; technological changes in
software or database technology; personnel changes and difficulties in
attracting and retaining qualified sales, marketing, technical and consulting
personnel; changes in customers' budgeting cycles; foreign currency exchange
rates; quality control of products sold; and economic conditions generally and
in specific industry segments.
The Company's business has experienced and is expected to continue to
experience seasonality, in part due to customer buying patterns and the
Company's expense patterns. In recent years, the Company has generally had
stronger demand for its products during the quarter ending December 31, and has
incurred higher personnel costs in the quarter ending March 31. The Company
believes that these patterns will continue for the foreseeable future.
Licenses of the Company's client/server software and reference content
products have historically accounted for a substantial majority of the Company's
revenues, and the Company anticipates that this trend will continue for the
foreseeable future. The Company generally ships its products within a short
period of time after execution of a license. As a result, the Company typically
does not have a material backlog of unfilled license orders, and revenues in any
quarter are substantially dependent on license contracts signed in that quarter.
The Company's expense levels are based, in part, on its expectations as to
future revenues and to a large extent are fixed in the short term. Accordingly,
the Company may be unable to adjust spending in a timely manner to compensate
for any unexpected shortfall in revenues, and any significant shortfall of
demand in relation to the Company's expectations or any material delay of
customer orders would have an almost immediate material adverse effect on the
Company's business, financial condition and results of operations. As a result,
it is likely that in some future period the Company's results of operations
could fail to meet the expectations of public market analysts or investors. In
such event, or in the event that adverse conditions prevail or are perceived to
prevail generally or
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with respect to the Company's business, the price of the Company's Common Stock
would likely drop significantly.
LENGTHY SALES AND IMPLEMENTATION CYCLES
The licensing of the Company's client/server software and reference content
products generally requires the Company to engage in a sales cycle lasting six
to twelve months or longer, during which the Company typically provides a
significant level of education to prospective customers regarding the use and
benefits of the Company's products. In addition, the implementation of the
Company's standard products typically involves a significant commitment of
resources by its customers over an extended period of time and is commonly
associated with reengineering of product development and business processes. For
these reasons, sales and customer implementation cycles are susceptible to a
number of significant delays over which the Company may have little or no
control. Any delay in the sale or customer implementation of a larger license or
a number of smaller licenses would have a material adverse effect on the
Company's business, financial condition and results of operations and cause the
Company's operating results to vary significantly from quarter to quarter.
RELIANCE ON ACCEPTANCE OF CSM SOLUTION
Substantially all of the Company's revenues are derived from fees for licensed
products and for services which enable CSM by manufacturers. The Company's
future financial performance will depend to a large extent on the growth in the
number of organizations adopting client/server software and reference content
solutions for CSM and engaging outside vendors to provide and maintain such
solutions. The Company's future growth, if any, will also depend upon the
extent to which such organizations choose to implement CSM solutions across
their enterprises and on their continued reliance on the Company's subscription,
maintenance and support offerings. Because the CSM market is relatively new and
evolving, it is difficult to assess or predict with any assurance its size or
growth rate. There can be no assurance that the market for CSM products and
services will continue to develop, or that the Company's CSM products or
services will continue to achieve market acceptance. If the CSM market develops
more slowly than expected or fails to attract new competitors, or if the
Company's products do not continue to achieve broader market acceptance, the
Company's business, financial condition and results of operations would be
materially adversely affected.
DEPENDENCE ON FEW PRODUCTS
The Company currently derives substantially all of its revenues from the
licensing of its Explore client/server software and VIP family of reference
databases and fees from related services. These products and services are
expected to continue to account for substantially all of the Company's revenues
for the foreseeable future. The Company first made its Explore client/server
software and VIP reference databases generally commercially available in the
second quarter of 1995, and has issued regular updates since then. While the
Company believes that to date its customers have not experienced significant
problems with such products, if the Company's customers were to do so in the
future or if they were dissatisfied with product functionality or performance,
the Company's business, financial condition and results of operations would be
materially adversely affected.
There can be no assurance that the Company's products will achieve broader
market acceptance or that the Company will be successful in marketing its
products or product enhancements. In the event that the Company's current or
future competitors release new products that have more advanced features, offer
better performance or are more price competitive than the Company's products,
demand for the Company's products would decline. A decline in demand for the
Explore client/server software or the VIP family of reference databases as
result of competition, technological change, evolution of the Internet or other
factors would have a material adverse effect on the Company's business,
financial condition and results of operations.
MANAGEMENT OF EXPANDING OPERATIONS; KEY PERSONNEL
The Company's business has grown rapidly in recent years, and the Company has
experienced significant growth in the number of its employees, the scope of its
operating and financial systems and the geographic area of its operations, which
has placed a significant strain on the Company's management. The Company's
future
4
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results of operations will depend in part on the ability of its officers and
other key employees to continue to implement and expand its operational,
customer support and financial control systems and to grow, train and manage its
employee base. Should the Company's business continue to expand, there can be no
assurance that the Company will be able to manage this expansion successfully,
and any inability to do so would have a material adverse effect on the Company's
business, financial condition or results of operations. In addition, the Company
believes that its future success will also depend to a significant extent upon
its ability to attract, train and retain highly skilled technical, management,
sales, marketing and consulting personnel. Competition for such personnel is
intense, and the Company expects that such competition will continue for the
foreseeable future. The Company has from time to time experienced difficulty in
locating candidates with appropriate qualifications. There can be no assurance
that the Company will be successful in attracting or retaining such personnel,
and the failure to attract or retain such personnel could have a material
adverse effect on the Company's business, financial condition and results of
operation.
RISKS RELATED TO ACQUISITIONS
The Company acquired CADIS in November 1997. The successful integration of
CADIS will require substantial additional attention from management. The
majority of the costs associated with the acquisition have already been
incurred, but the anticipated benefits of the acquisition will not be achieved
unless the CADIS operations are successfully combined with the Company's. The
diversion of the attention of management from the day-to-day operations of the
Company, or difficulties encountered in the transition and integration process,
could have a material adverse effect on the business, financial condition and
results of operations of the Company.
In connection with the Merger, the Company terminated current or potential
contractual relationships between CADIS and certain customers of CADIS. Although
the Company believes that this action was not in breach of contractual
obligations of CADIS or any rights of other parties that may have existed at the
time, there can be no assurance that any of these customers will not bring an
action against CADIS or the Company claiming contract or tort damages arising
out of the Company's termination of these relationships, or that, in the event
any such action is brought, the Company will be successful in defending it.
In connection with its investigation of certain potential antitrust issues
arising out of the Merger, the Federal Trade Commission (the "FTC") has issued
a civil investigative demand and a subpoena requesting certain information and
documentation with respect to the Company's business. Although no premerger
notification was required under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976 for the CADIS Merger because of the size of the parties, the FTC's
demand is similar in scope to that of a request for information by the FTC that
may follow a premerger notification. While the Company intends to cooperate with
the FTC's investigation, it does not believe that the Merger was in violation of
federal antitrust laws. Although the Company could incur significant expenses in
cooperating with the investigation, the Company does not believe that the
outcome of the FTC's investigation will have a material adverse effect on the
Company's business or results of operations. However, there can be no assurance
of such outcome.
To implement its business plans, the Company may make further acquisitions in
the future, which will require significant financial and management resources
both at the time of the transaction and during the process of integrating the
newly-acquired business into the Company's operations. The Company's operating
results could be adversely affected if it is unable to successfully integrate
such new companies into its operations. There can be no assurance that any
acquired products, technologies or businesses will contribute at anticipated
levels to the Company's sales or earnings, or that sales and earnings from
combined businesses will not be adversely affected by the integration process.
Certain acquisitions or strategic transactions may be subject to approval by the
other party's board of directors or stockholders, domestic or foreign
governmental agencies or other third parties. Accordingly, there is a risk that
important acquisitions or transactions could fail to be concluded as planned.
Future acquisitions by the Company could also result in issuances of equity
securities or the rights associated with the equity securities, which could
potentially dilute earnings per share. In addition, future acquisitions could
result in the incurrence of additional debt, taxes, contingent liabilities,
amortization expenses related to goodwill and other intangible assets and
expenses incurred to align the accounting policies and practices of the acquired
companies with those of the Company. These factors could adversely affect the
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Company's future operating results, financial position and cash flows. As some
of the Company's competitors have pursued a strategy of growth through
acquisition, there is a risk that future acquisitions could be more expensive
due to competition among bidders for target companies.
CUSTOMER CONCENTRATION
Historically, a relatively small number of customers has accounted for a
significant percentage of the Company's total revenues, and the Company expects
that it will continue to experience significant customer concentration for the
foreseeable future. In the year ended December 31, 1997 SAP AG ("SAP") accounted
for 11% of the Company's revenues. No other customer in any of the three years
ended December 31, 1997 accounted for more than 10% of revenues. There can be
no assurance that such customers or any other customers will in the future
continue to license or purchase products or services from the Company at levels
that equal or exceed those prior periods, or at all.
COMPETITION
The market for the Company's products is highly competitive, subject to rapid
change and significantly affected by new product introductions and other market
activities of industry participants. The Company's products are targeted at the
emerging market for open, client/server software solutions, and the Company's
competitors offer a variety of products and services to address this market.
Among the Company's principal competitors is the Information Handling Systems
division of IHS Group, Inc. ("IHS"), a privately held software and data
publishing company. The Company had licensed a reference data product, CAPS,
from IHS from 1992 until the license expired in October 1997. Prior to October
1997, the Company offered CAPS on a limited basis to certain current and
potential customers who typically use it in addition to the Company's VIP
reference databases. There can be no assurance that the Company will be able to
retain all of these customers following the expiration of the Company's license
to CAPS. Further, the Company currently faces indirect competition from third-
party professional service organizations and internal management information
systems and computer-aided design departments of potential customers that
develop custom internal software.
In the future, in light of relatively low barriers to entry in the software
industry, the Company could experience additional competition from other
established or emerging companies as the client/server application software
market continues to develop and expand. In particular, Relational Database
Management Systems ("RDBMS") vendors, enterprise resource planning ("ERP")
firms, PDM vendors, supply chain management companies, computer aided design
("CAD") distributors or professional service providers may in the future enter
the Company's market with competitive products. To the extent that the Company
expands into Internet-based or other forms of delivery of data, the Company may
encounter additional competition from its existing competitors and other
established or emerging companies. Many of these potential competitors have
well-established relationships with the Company's current and potential
customers, have extensive knowledge of the client/server industry, better name
recognition and significantly greater financial, technical, sales, marketing and
other resources and are capable of offering single vendor solutions that span
multiple industries. It is also possible that new competitors or alliances
among competitors may emerge and rapidly acquire significant market share. The
Company also expects that competition will increase as a result of software
industry consolidations. The Company's competitors may be able to respond more
quickly to new or emerging technologies and changes in customer requirements, or
to devote greater resources to the development, promotion and sale of their
products.
DISTRIBUTION RISKS
An integral part of the Company's strategy is to expand its direct sales force
and to establish marketing, selling and consulting relationships both
domestically and internationally. In addition, the Company intends to leverage
its relationships with hardware and software vendors and systems integrators to
encourage these parties to recommend or distribute the Company's products. The
Company has invested resources and may invest additional resources to develop
these channels. The ability of the Company to achieve revenue growth in the
future will depend on its success in adding a substantial number of direct sales
employees and establishing marketing, selling and consulting relationships
during 1998 and future periods. There can be no assurance that
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the Company will be able to attract sufficient direct sales personnel, software
vendors, systems integrators or other marketing or selling partners to market
the Company's products effectively. There can be no assurance that the cost of
the Company's investment in direct and indirect sales channels will not exceed
the revenues generated from such investment, if any, or that the Company's sales
and marketing organization will successfully compete against the sales and
marketing organizations of the Company's competitors.
INTERNATIONAL SALES
In fiscal 1995, 1996 and 1997, and the first six months of 1998, international
sales accounted for approximately 18.9%, 20.3%, 17.0% and 18.0% of the Company's
revenues, respectively. In addition, although the Company records revenues based
on the billing location, certain domestic billings include licenses that may be
deployed by customers or resold through indirect channels into international
locations. The Company expects that international sales will continue to
account for a significant percentage of the Company's revenues for the
foreseeable future. However, there can be no assurance that the Company will
achieve any significant degree of penetration in any international market.
There are a number of risks inherent in the Company's international business
activities, including unexpected changes in regulatory requirements, tariffs and
other trade barriers, costs and risks of localizing products for foreign
countries, longer accounts receivable payment cycles, potentially adverse tax
consequences, repatriation of earnings and the burdens of complying with a wide
variety of foreign laws. International sales are denominated and collected in
both U.S. and foreign currency. Accordingly, a portion of the Company's
international revenues are subject to currency fluctuation risks. In those
jurisdictions in which the Company's sales are denominated in foreign currency,
fluctuations in such currencies could adversely affect the profitability of
sales made in such jurisdictions and therefore adversely affect the Company's
business, financial condition or results of operations. Further, an increase in
the value of the U.S. dollar relative to foreign currencies could make the
Company's products more expensive and, therefore, potentially less competitive
in those markets where the Company's sales are denominated in U.S. dollars. The
Company to date has engaged in foreign currency hedging denominated in U.S.
dollars only to a limited extent. In addition, the Company's revenues earned in
various countries in which the Company does business may be subject to taxation
by more than one jurisdiction, thereby adversely affecting the Company's
earnings. There can be no assurance that any of the foregoing factors will not
have a material adverse effect on the revenues from the Company's future
international sales and, consequently, the Company's financial condition and
results of operations.
Significant fluctuations in currency exchange rates against the U.S. dollar,
such as the recent significant fluctuations in Asian currencies, may cause
deferrals, delays and cancellation of orders. The financial systems in Japan,
South Korea, Taiwan, Singapore, and other Asian nations have experienced
significant turmoil. Recently announced financial failures by leading Asian
financial institutions have increased concerns over Asian economic stability.
Such turmoil in the financial markets has caused manufacturers in these
countries to delay or defer capital expenditures. Diminished economic growth in
Asia could reduce consumer demand for the Company's products and related
services.
RISK OF INDIAN OPERATIONS
The Company has operations in Bangalore, India with 284 employees as of June
30, 1998. The Company is dependent to a significant extent upon the ability of
its Indian operations to successfully maintain and upgrade its reference data
products. The Company believes that the success of its Indian operations will
depend in large part upon its ability to attract, train and retain highly
skilled technical and management personnel in India. Competition for such
personnel in India is intense, and there can be no assurance that the Company
will be successful in attracting a sufficient number of qualified personnel.
The Company is directly affected by the political and economic conditions to
which India is subject. In addition, many of the Company's expenses in India are
paid in Indian currency, thereby subjecting the Company to the risk of foreign
currency fluctuations. Any difficulties in coordinating or managing the Indian
operations due to cultural, geographic, communication or other reasons could
have a material adverse effect on the Company's business, financial condition or
results of operations.
7
<PAGE>
NEED TO DEVELOP, MAINTAIN AND IMPROVE REFERENCE CONTENT PRODUCTS
The Company's VIP component reference databases are comprised of a large
amount of information supplied by component suppliers that requires frequent
updating and expansion. As a result, the Company must continue to invest
substantial resources in its reference content products. The information
regarding components and suppliers contained in the Company's VIP component
reference databases is derived from supplier databooks and is not proprietary to
the Company. Therefore, other parties may independently create similar
reference data products. Furthermore, the Company currently plans to develop,
license or acquire reference content products for additional global vertical
markets, which will impose significant additional burdens on its content product
development efforts. As the information contained in the Company's reference
content products expands or if the Company's customer base demands more frequent
updates, unforeseen problems with entering, updating, managing or delivering the
data could arise. Because the Company's customers rely on the information
contained in the Company's VIP family of component reference databases to design
and procure components for their products, the accuracy, completeness and
currency of the information in those content products is critical. To the
extent that the Company is unable to keep its reference content products
accurate, complete or current, its customers may become dissatisfied with these
products and discontinue their purchase of the Company's products and services.
In the event that the Company's VIP family of component reference databases is
or is perceived to be inaccurate, incomplete or out-of-date, the Company's
business, financial condition and results of operations could be materially
adversely affected.
RISK OF PRODUCT DEFECTS
Software and reference content products as complex as those offered by the
Company frequently contain undetected errors or failures when first introduced
or when new versions are released. The Company has in the past discovered
software bugs and data errors in certain of its products and enhancements, both
before and after initial shipment. There can be no assurance that, despite
testing by the Company and its customers, errors will not occur in products,
data or releases after commencement of commercial shipments, resulting in loss
of or delay in market acceptance, which could have a material adverse effect
upon the Company's business, financial condition and results of operations.
RISKS ASSOCIATED WITH EMERGING INTERNET MARKET
A portion of the Company's strategy is to leverage the Web to provide access
to its VIP reference databases, as well as to additional value-added content.
The Company may devote substantial resources to developing products designed for
use with the Web, and there can be no assurance that the revenues generated, if
any, from the use of the Web will be greater than the costs of developing and
modifying products for such use. Further, the Company's solutions may be
rendered obsolete by, or less valuable in comparison to, competitive solutions
made possible by future development of the Web. If this were to occur, the
Company's business, financial condition and results of operations would be
materially adversely affected.
DEPENDENCE ON PROPRIETARY AND LICENSED TECHNOLOGY
The Company's success is heavily dependent upon proprietary technology. The
Company relies primarily on a combination of copyright, trademarks, trade
secrets, confidentiality procedures and contractual provisions with its
employees, consultants and business partners and in its license agreements to
protect its proprietary rights. The Company seeks to protect its software,
published data, documentation and other written materials under trade secret and
copyright laws, which afford only limited protection. Despite the Company's
efforts to protect its proprietary rights, unauthorized parties may attempt to
copy aspects of the Company's products or to obtain and use information that the
Company regards as proprietary.
The Company has submitted a patent application for various technology
innovations in its Explore client/server software. In addition, certain patent
applications have been filed by CADIS, but patents have not yet been issued.
There can be no assurance that any such patents will be issued or that any
patent, if issued, will provide sufficiently broad protection or will prove
enforceable in actions against alleged infringements.
8
<PAGE>
While the Company is not aware that any of its products infringes the
proprietary rights of third parties, there can be no assurance that third
parties will not claim infringement by the Company with respect to current or
future products. The Company expects that it may increasingly be subject to
infringement claims as the number of products and competitors in the Company's
industry segment grows and the functionality of products in different industry
segments overlaps. Any such claims, with or without merit, could be time-
consuming, result in costly litigation, cause product shipment delays or require
the Company to enter into royalty or licensing agreements. Such royalty or
licensing agreements, if required, may not be available on terms acceptable to
Company or at all, which could have a material adverse effect upon the Company's
business, financial condition or results of operations.
In addition, the Company relies on certain software and data that it licenses
from third parties, including software and data that are used in the Company's
products to perform certain functions. There can be no assurance that such
firms will remain in business, that they will continue to support their products
or that their products will otherwise continue to be available to the Company on
commercially reasonable terms. The Company believes that substantially all of
the software it licenses is available from vendors other than the Company's
current vendors and could be replaced with equivalent software in a timely
manner. However, it is possible that the loss of or inability to maintain any
of these software licenses could result in delays or cancellations in products
shipments until equivalent software can be identified and licensed or developed
and integrated with the Company's products. Any such delay or cancellation
could materially adversely affect the Company's business, financial condition
and results of operations.
IMPACT OF THE YEAR 2000
Many older computer software programs use two digits in their date fields,
identifying years by the last two digits only. Such programs may interpret the
year 2000 as 1900 instead, causing such systems to fail after 1999. The Company
has assembled an internal task force to determine the impact, if any, of the
Year 2000 issues related to the Company's products, third party databases
embedded in the Company's products, internal computer and information systems,
office equipment, customers' internal management systems, and third party
suppliers, but has not yet performed the testing and analysis necessary to
permit identification and correction of problems that could result in date-
related failures. There can be no assurance that the Company will be able to
identify and correct any such problems successfully and in the requisite time
frame. The Company will continue to expend appropriate resources to address
this issue on a timely basis. No determination has yet been made as to the cost
of this compliance program but such expenditures could be significant. The
Company has not yet begun its assessment of the impact on it, if any, of its
customers' and suppliers' Year 2000 issues. Unresolved Year 2000 issues with
respect to the Company's products, internal systems, suppliers or customers
could result in unforeseen costs or delays, which could have a materially
adverse impact on the Company's operations and earnings.
CONCENTRATION OF STOCK OWNERSHIP
The present directors, executive officers and principal stockholders of the
Company and their affiliates beneficially own approximately 42.1% of the
outstanding Common Stock. As a result, these stockholders may be able to
exercise significant influence over all matters requiring stockholder approval,
including the election of directors and approval of significant corporate
transactions. Such concentration of ownership may have the effect of delaying
or preventing a change in control of the Company.
RISKS RELATED TO CERTAIN ANTI-TAKEOVER PROVISIONS
The Company is a Delaware corporation and is subject to Section 203 of the
Delaware General Corporation Law (the "Delaware Law"). In general, Section 203
of the Delaware Law prevents an "interested stockholder" (defined generally as a
person owning 15% or more of a corporation's outstanding voting stock) from
engaging in a "business combination" (as defined in the Delaware Law) with a
Delaware corporation for three years following the date such person became an
interested stockholder, subject to certain exceptions such as the approval of
the board of directors and of the holders of at least two-thirds of the
outstanding shares of voting stock not owned by the interested stockholder. The
existence of this provision would be expected to have an anti-takeover effect,
9
<PAGE>
including attempts that might result in a premium over the market price for the
shares of Common Stock held by stockholders.
The Company's By-Laws provide that only the Company's Chief Executive Officer,
a majority of the members of the Company's Board of Directors or holders of
capital stock constituting at least 10% of the outstanding voting power may call
a special meeting of stockholders. This provision of the By-Laws could
discourage potential acquisition proposals and could delay or prevent a change
in control of the Company. This provision also may have the effect of
preventing changes in the management of the Company.
BLANK CHECK PREFERRED STOCK
The Board of Directors has authority to issue up to 2,000,000 shares of
Preferred Stock, and to fix the rights, preferences, privileges and
restrictions, including voting rights, of these shares without any vote or
action by the stockholders. The rights of the holders of Common Stock will be
subject to, and may be adversely affected by, the rights of the holders of any
Preferred Stock that may be issued in the future. The issuance of Preferred
Stock, while providing desirable flexibility in connection with possible
acquisitions and other corporate purposes, could have the effect of making it
more difficult for a third party to acquire a majority of the outstanding voting
stock of the Company, thereby delaying, deferring or preventing a change in
control of the Company. Furthermore, such Preferred Stock may have other
rights, including economic rights, senior to the Common Stock, and as a result,
the issuance of such Preferred Stock could have a material adverse effect on the
market value of the Common Stock. The Company has no present plan to issue
shares of Preferred Stock.
10
<PAGE>
SELLING STOCKHOLDERS
The Selling Stockholders hold Shares that were issued by Aspect in connection
with the Merger. The following table sets forth certain information known to
the Company with respect to beneficial ownership of the Company's Common Stock
by each Selling Stockholder as of February 28, 1998, prior to the commencement
of the offering of the Shares hereunder. In addition, certain of the Selling
Stockholders are venture capital funds, corporations or trusts which may
distribute their shares to their partners, shareholders or trust beneficiaries,
respectively, which distributees may likewise distribute such shares to their
partners, shareholders or trust beneficiaries or any of their respective
distributees. Except as indicated, none of the Selling Stockholders has held
any position or office (other than a non-officer employment relationship) or had
any other material relationship with the Company or any of its affiliates within
the past three years other than as a result of the ownership of the Company's
Common Stock. The Company may amend or supplement this Prospectus from time to
time to update the disclosure set forth herein.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES OFFERED SHARES BENEFICIALLY
OWNED PRIOR TO THE BY THIS OWNED AFTER
SELLING STOCKHOLDERS OFFERING (1) PROSPECTUS (2) THE OFFERING (1)
- -------------------- ---------------------- --------------- ----------------------
<S> <C> <C> <C>
Aperture Associates, L.P............................ 200,032 183,768 16,264
Christopher W. Beall................................ 20,484 18,820 1,664
Chancellor Venture Capital II, L.P. (3)............. 65,438 60,118 5,320
Sherrie L. Clapp.................................... 500 460 40
Commonwealth Venture Partners II, L.P............... 33,436 30,718 2,718
Drake & Co. for the Account of Citiventure III (3).. 263,130 241,736 21,394
Janet Eden-Harris................................... 3,462 1,122 2,340
Daniel J. Ellis..................................... 4,074 3,744 330
EOS Partners SBIC, L.P.............................. 126,122 115,868 10,254
Frontenac VI LP..................................... 358,582 329,426 29,156
Linda Gartner....................................... 32 30 2
Edward A. Green..................................... 13,044 11,984 1,060
Caroline D. Himes................................... 1,194 1,098 96
J.H. Whitney & Co................................... 53,282 48,950 4,332
Bruce A. Jacquemard................................. 5,094 4,680 414
Thomas S. Kavanagh.................................. 163,076 149,816 13,260
KME Venture III, L.P. (3)........................... 13,764 12,646 1,118
James L. Mann....................................... 5,104 4,690 414
Marquette Venture Partners II, L.P.................. 97,324 89,412 7,912
Venkat A. Mohan..................................... 47,562 43,696 3,866
John C. Morley...................................... 21,420(4) 19,312 2,108(4)
John D. Motycka..................................... 1,630 1,498 132
MVP II Affiliates Fund LP........................... 2,780 2,554 226
Norwest Equity Partners V........................... 216,212 198,632 17,580
Samuel S. Pendleton................................. 486 448 38
Philadelphia Ventures II, L.P....................... 106,380 97,730 8,650
Philadelphia Ventures Japan II, L.P................. 13,114 12,048 1,066
Robert E. King, Trustee for Heather Pines GS........ 3,334 3,064 270
Robert E. King, Trustee for M. Elizabeth King GS.... 3,334 3,064 270
Robert E. King, Trustee for Robert E. King, Jr. GS.. 3,334 3,064 270
Thomas Smallwood.................................... 336 310 26
Brooke E. Terpening................................. 6,522 5,992 530
The Hill Partnership III............................ 393,388 361,402 31,986
Transition Three Limited Partnership................ 94,134 86,480 7,654
Whitney 1990 Equity Fund L.P........................ 213,132 195,802 17,330
Todd A. Wichers..................................... 376 346 30
Wind Point Partners II, L.P......................... 270,374 248,390 21,984
- ----------------------
</TABLE>
11
<PAGE>
(1) The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 promulgated under the Exchange Act. Under such
rule, beneficial ownership includes any shares as to which the individual
has sole or shared voting or investment power and also any shares which the
individual had the right to acquire within 60 days of the date set forth
above through the exercise of any stock option or other right. Unless
otherwise indicated in the footnotes, each person has sole voting and
investment power (or shares such powers with his or her spouse) with respect
to the shares shown as beneficially owned.
(2) As of the date of this Prospectus, approximately 121,632 shares of Common
Stock have been sold hereunder.
(3) Chancellor LGT Asset Management, Inc. ("Chancellor LGT") is the investment
manager for KME Venture III, L.P., Chancellor Venture Capital II, L.P. and
Drake & Co. for the Account of Citiventure III (the "Chancellor Selling
Shareholders") and other separately managed clients (the "Chancellor LGT
Separate Accounts"). On behalf of the Chancellor Selling Stockholders and
the Chancellor LGT Separate Accounts, Chancellor LGT has full discretion as
to the voting and dispositive power and therefore may have "beneficial"
ownership under the securities laws of 563,532 shares of Common Stock. As of
March 31, 1998, Chancellor LGT had voting and dispositive power over 342,332
shares of Common Stock purchased in privately negotiated transactions for
the account of the Chancellor Selling Stockholders and 221,200 shares of
Common Stock purchased in the public market on behalf of the Chancellor LGT
Separate Accounts of which Drake & Co. for the Account of Citiventure III
holds 8,200 shares.
(4) Includes 400 shares held by McDonald & Co. for the account of John C.
Morley.
12
<PAGE>
PLAN OF DISTRIBUTION
Any or all of the Shares may be sold from time to time to purchasers directly
by any of the Selling Stockholders. Alternatively, the Selling Stockholders may
from time to time offer the Shares through underwriters, dealers or agents who
may receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of Shares for
whom they may act as agents. The Selling Stockholders and any such
underwriters, dealers or agents that participate in the distribution of Shares
may be deemed to be "underwriters," and any profit on the sale of the Shares by
them and any discounts, commissions or concessions received by them may be
deemed to be underwriting discounts and commissions under the Securities Act.
The Shares may be sold from time to time in one or more transactions at a fixed
offering price, which may be changed, or at varying prices determined at the
time of sale or at negotiated prices.
The Shares offered hereby may be sold from time to time in one or more
transactions at fixed prices, at prevailing market prices at the time of sale,
any varying prices determined at the time of sale or at negotiated prices. The
sale of the Shares may be effected in transactions (which may involve crosses or
block transactions) (i) on any national securities exchange or quotation service
on which the Shares may be listed or quoted at the time of sale, (ii) in the
over-the-counter market or (iii) in transactions otherwise than on such
exchanges or in the over-the-counter market. There is no assurance that any of
the Selling Stockholders will sell any or all of the Shares offered by them. In
addition, certain of the Selling Stockholders are venture capital funds,
corporations or trusts which may distribute their shares to their partners,
shareholders or trust beneficiaries, respectively, which may likewise
distribute such shares to their partners, shareholders or trust beneficiaries.
Those shares may later be sold by those partners, shareholders or trust
beneficiaries, or any of their respective distributees. At the time a
particular offer of Shares is made a supplement to this Prospectus, if required,
will be distributed that will identify and set forth the aggregate amount of
Shares being offered and the terms of the offering, including the name or names
of any underwriters, dealers or agents, the purchase price paid by any
underwriter for Shares purchased from the Selling Stockholders, any discounts,
commissions and other items constituting compensation from the Selling
Stockholders and/or the Company, and any discounts, commissions or concessions
allowed or reallowed or paid to dealers, including the proposed selling price to
the public. The Company will not receive any of the proceeds from the sale by
the Selling Stockholders of the Shares offered hereby.
The Selling Stockholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, which provisions may
limit the timing of purchases and sales of any of the Shares by the Selling
Stockholders. The foregoing may affect the marketability of the Shares.
The Company has agreed to indemnify in certain circumstances the Selling
Stockholders against certain liabilities, including liabilities under the
Securities Act. The Selling Stockholders have agreed to indemnify in certain
circumstances the Company against certain liabilities, including liabilities
under the Securities Act.
The Company has agreed to use its best efforts to keep the Registration
Statement, of which this Prospectus constitutes a part, effective until November
25, 1998.
LEGAL MATTERS
The legality of 1,296,459 shares of Common Stock offered hereby (the "Original
Shares") has been passed upon for the Company by Gray Cary Ware & Freidenrich
LLP, Palo Alto, California. The legality of 1,296,459 shares of Common Stock
offered hereby, which were issued as a dividend on the Original Shares, has been
passed on for the Company by Cooley Godward LLP, Palo Alto, California.
EXPERTS
The consolidated financial statements of Aspect Development, Inc. appearing in
the Company's Annual Report on Form 10-KSB for the year ended December 31, 1997,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon included therein and incorporated herein by reference,
which report as to all years presented, is based in part on the report of Arthur
Andersen LLP, independent public accountants. Such consolidated financial
statements are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
13
<PAGE>
The consolidated financial statements of CADIS, Inc. as of December 31, 1996
and 1997, and for each of the three years in the period ended December 31, 1997,
which are not presented separately in the Company's Annual Report on Form 10-
KSB, have been audited by Arthur Andersen LLP, independent public accountants,
as indicated in their report dated January 20, 1998 with respect thereto, and
are referred to herein in reliance upon the authority of said firm as experts in
giving said reports.
14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits.
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
5.1 Opinion of Gray Cary Ware & Freidenrich LLP.*
5.2 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.3 Consent of Gray Carey Ware & Freidenrich LLP (included in Exhibit
5.1).
23.4 Consent of Cooley Godward LLP (included in Exhibit 5.2).
____________
*Previously filed
(b) Financial Statement Schedules
Financial Statement Schedules have been omitted because the information
required to be set forth therein is not applicable or is shown in the financial
statements or notes thereto.
ITEM 17. UNDERTAKINGS
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; and (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 (i) and (ii)
do not apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by (i) and
(ii) is contained in periodic reports filed with or furnished to the Commission
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.
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 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.
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.
II-1
<PAGE>
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b) (1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For purposes of determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus 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.
II-2
<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 September 4, 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>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
* Chairman of the Board and Chief Executive September 4, 1998
- ------------------- Officer (Principal Executive Officer)
Romesh T. Wadhwani
* President, Chief Operating Officer and September 4, 1998
- ------------------ Director
Joseph A. Prang
/s/ David S. Dury Vice President and Chief Financial Officer September 4, 1998
- ------------------ (Principal Financial and Accounting Officer)
David S. Dury
* Director September 4, 1998
- ------------------
Steven B. Goldby
* Director September 4, 1998
- ------------------
Dennis Sisco
* Director September 4, 1998
- ------------------
Mark Stevens
*By: /s/ David S. Dury
------------------
David S. Dury
Attorney-in-Fact
</TABLE>
II-3
<PAGE>
EXHIBIT 5.2
-----------
[LETTERHEAD OF COOLEY GODWARD LLP]
September 4, 1998
Aspect Development, Inc.
1300 Charleston Road
Mountain View, CA 94043
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Aspect Development, Inc., a Delaware corporation (the
"Company"), of Amendment No. 1 on Form S-3 to the Registration Statement on Form
S-1 (SEC No. 333-49413) (the "Registration Statement") with the Securities and
Exchange Commission (the "Commission"). The Registration Statement includes
2,592,918 shares of the Company's Common Stock, par value $0.001 per share, of
which 1,296,459 shares were registered initially (the "Original Shares") and
1,296,459 shares were issued as a dividend on the Original Shares (the "Dividend
Shares") and included therein pursuant to Rule 416 under the Securities Act of
1933, as amended. This opinion relates solely to the Dividend Shares, all of
which are to be sold by certain stockholders as described in the Registration
Statement.
In connection with this opinion, we have examined and relied upon the
Registration Statement and related Prospectus included therein, the Company's
Amended and Restated Certificate of Incorporation and Bylaws, and the originals
or copies certified to our satisfaction of such records, documents,
certificates, memoranda and other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below. We have
assumed the genuineness and authenticity of all documents submitted to us as
originals, and the conformity to originals of all documents where due execution
and delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Dividend Shares are validly issued, fully paid and nonassessable.
We consent to the reference to our firm under the caption "Legal Matters" in the
Prospectus included in the Registration Statement and to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ Andrea Vachss
---------------------
Andrea Vachss
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-3 No. 333-49413) and related Prospectus of
Aspect Development, Inc. for the registration of 2,592,918 shares of its common
stock and to the incorporation by reference therein of our report dated January
26, 1998, with respect to the consolidated financial statements included in its
Annual Report (Form 10-KSB) for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Palo Alto, California
September 4, 1998
<PAGE>
EXHIBIT 23.2
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated January 20, 1998, on the consolidated financial statements of Cadis, Inc.
as of December 31, 1996 and 1997, and for each of the three years in the period
ended December 31, 1997, included in Aspect Development, Inc.'s Annual Report on
Form 10-KSB for the year ended December 31, 1997, which is incorporated by
reference in this Post-Effective Amendment No. 1 on Form S-3 to the registration
statement on Form S-1. We also consent to the reference to our report by Ernst &
Young LLP in their report dated January 26, 1998, included in such Form 10-KSB
and to all references to our firm in this Post-Effective Amendment.
/s/ Arthur Andersen LLP
Denver, Colorado
September 4, 1998
