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As filed with the Securities and Exchange Commission on July 2, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ASPECT TELECOMMUNICATIONS CORPORATION
(Exact name of Registrant as specified in its charter)
CALIFORNIA 94-2974062
(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
1730 FOX DRIVE
SAN JOSE, CALIFORNIA 95131-2312
(408) 325-2200
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
1989 STOCK OPTION PLAN
1990 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
JAMES R. CARREKER
Chairman and Chief Executive Officer
ASPECT TELECOMMUNICATIONS CORPORATION
1730 Fox Drive
San Jose, California 95131-2312
(408) 325-2200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Mark A. Medearis, Esq.
Edward Y. Kim, Esq.
VENTURE LAW GROUP
2800 SAND HILL ROAD
MENLO PARK, CALIFORNIA 94025
(415) 854-4488
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CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Offering Price Aggregate Offering Registration
Registered Registered (1) Per Share (2) Price (2) Fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value......... 1,250,000 shares $48.125 $60,156,250 $20,744
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(1) Excludes all shares previously registered under Registrant's 1989 Stock
Option Plan on Form S-8 Registration Statements (Registration Nos.
33-36437, 33-39243, 33-69010 and 33-94810) and under Registrant's 1990
Employee Stock Purchase Plan on Form S-8 Registration Statements
(Registration Nos. 33-36437 and 33-50048).
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee based upon the average of the high and
the low prices of the Common Stock as reported in the NASDAQ National
Market System on June 26, 1996.
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The contents of the Registrant's Form S-8 Registration Statement
(Registration No. 33-36437) dated August 20, 1990 are hereby incorporated by
reference.
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS
Exhibit
Number Document
------- --------
5.1 Opinion of Counsel as to legality of securities being
registered.
23.1 Independent Auditors' Consent (see page 5).
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see page 4).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, Aspect Telecommunications Corporation, a corporation organized and
existing under the laws of the State of California, 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 San Jose,
State of California, on July 2, 1996.
ASPECT TELECOMMUNICATIONS CORPORATION
By: /s/ James R. Carreker
--------------------------------------
James R. Carreker,
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James R. Carreker and Eric J. Keller,
jointly and severally, his or her attorneys-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any amendments
to this Registration Statement on Form S-8, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his or her substitute or substitutes, may do or cause to
be done by virtue hereof.
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.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ James R. Carreker
- ----------------------------------- Chairman, Chief Executive Officer July 2, 1996
(James R. Carreker) and Director (Principal Executive
Officer)
/s/ Eric J. Keller
- ----------------------------------- Vice President, Finance and Chief July 2, 1996
(Eric J. Keller) Financial Officer (Principal
Financial and Accounting Officer)
/s/ Debra J. Engel
- ----------------------------------- Director July 2, 1996
(Debra J. Engel)
/s/ Norman A. Fogelsong
- ----------------------------------- Director July 2, 1996
(Norman A. Fogelsong)
/s/ James L. Patterson
- ----------------------------------- Director July 2, 1996
(James L. Patterson)
/s/ John W. Peth
- ----------------------------------- Director July 2, 1996
(John W. Peth)
</TABLE>
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INDEPENDENT AUDITORS' CONSENT
ASPECT TELECOMMUNICATIONS CORPORATION:
We consent to the incorporation by reference in this Registration Statement of
Aspect Telecommunications Corporation on Form S-8 of our report dated January
16, 1996 incorporated by reference in the Annual Report on Form 10-K of Aspect
Telecommunications Corporation for the year ended December 31, 1995 and our
report dated March 25, 1996 included in such Annual Report on Form 10-K.
DELOITTE & TOUCHE LLP
/s/ Deloitte & Touche LLP
San Jose, California
July 1, 1996
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit Page
Number No.
- ------- ----
<S> <C> <C>
5.1 Opinion of Counsel as to legality of securities being registered.
23.1 Independent Auditors' Consent (see page 5).
23.2 Consent of Counsel (contained in Exhibit 5.1 hereto).
24.1 Power of Attorney (see page 4).
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EXHIBIT 5.1
July 1, 1996
Aspect Telecommunications Corporation
1730 Fox Drive
San Jose, CA 95131-2312
REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about July 2, 1996 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of a total of 1,250,000 shares of your
Common Stock (the "Shares") reserved for issuance under the 1989 Stock Option
Plan, as amended (the "Option Plan") and the 1990 Employee Stock Purchase Plan,
as amended (the "Purchase Plan'). As your legal counsel, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the sale and issuance of the Shares under the Option Plan
and the Purchase Plan.
It is our opinion that, when issued and sold in the manner referred to
in the Option Plan and the Purchase Plan and pursuant to the respective
agreement which accompanies each grant under the Option Plan and each issuance
under the Purchase Plan, the Shares will be legally and validly issued, fully
paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever it appears in the
Registration Statement and any amendments to it.
Sincerely,
VENTURE LAW GROUP
A Professional Corporation
/s/ Venture Law Group
MAM
