<PAGE>
Registration No. 333-75919
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Aspect Development, Inc.
(Exact name of registrant as specified in its charter)
Delaware 25-1622857
(State of Incorporation) (I.R.S. Employer Identification No.)
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1300 Charleston Road
Mountain View, California 94043
(Address of principal executive offices)
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1997 Nonstatutory Stock Option Plan
(Full title of the plans)
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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)
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Copies to:
James C. Kitch, Esq.
Andrea Vachss, Esq.
Cooley Godward LLP
5 Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306
(650) 843-5000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities to Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of Registration
be Registered Registered Price Per Share (1) Offering Price Fee(1)
<S> <C> <C> <C> <C>
Stock Options and Common
Stock (par value $.001) 3,000,000 $-0-
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</TABLE>
(1) Shares were registered on Form S-8 (No. 333-75919) filed with the
Commission on April 8, 1999. The filing fee of $8,169 was paid at that time.
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 333-43139
The contents of Registration Statement on Form S-8 No. 333-43139 filed with
the Securities and Exchange Commission on December 23, 1997 are incorporated by
reference herein.
EXHIBITS
Exhibit
Number
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5(1) Opinion of Cooley Godward LLP.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.3 Consent of Ernst & Young LLP, Independent Auditors.
23.4 See Exhibit 5.
24(1) Power of Attorney.
99.1(1) 1997 Nonstatutory Stock Option Plan, as amended as of
April 1, 1999.
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(1) Previously filed.
<PAGE>
SIGNATURES
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 April 9, 1999.
Aspect Development, Inc.
By: /s/ David S. Dury
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David S. Dury
Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement 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 April 9, 1999
- ----------------------------------------------- Chief Executive Officer
Romesh T. Wadhwani
* President, Chief Operating Officer April 9, 1999
- ----------------------------------------------- and Director
Joseph Prang
/s/ David S. Dury Vice President, Chief Financial Officer April 9, 1999
- ----------------------------------------------- and Secretary (Principal Financial and
David S. Dury Accounting Officer)
* Director April 9, 1999
- -----------------------------------------------
Steven B. Goldby
* Director April 9, 1999
- -----------------------------------------------
Dennis Sisco
* Director April 9, 1999
- -----------------------------------------------
Mark Stevens
By: /s/ David S. Dury
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David S. Dury
Attorney-in-Fact
</TABLE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
<C> <S>
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants
23.3 Consent of Ernst & Young LLP, Independent Auditors
</TABLE>
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 26, 1999
included in Aspect Development, Inc.'s Form 10-K for the year ended December 31,
1998 and to all references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
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ARTHUR ANDERSEN LLP
San Jose, California
April 8, 1999
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated January 20, 1998
included in Aspect Development, Inc.'s Form 10-K for the year ended December 31,
1998 and to all references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
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ARTHUR ANDERSEN LLP
Denver, Colorado
April 8, 1999
<PAGE>
Exhibit 23.3
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1997 Nonstatutory Stock Option Plan of Aspect
Development, Inc. of our report dated January 26, 1998 (except with respect to
paragraph 3 of Note 4, as to which the date is August 14, 1998), with respect to
the 1997 consolidated financial statements of Aspect Development, Inc. included
in its Annual Report (Form 10-K) for the year ended December 31, 1998, filed
with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Palo Alto, California
April 8, 1999
