<PAGE> 1
As filed with the Securities and Exchange Commission on January 16, 1997
Registration No. _________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
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 incorporation) (I.R.S. Employer Identification No.)
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)
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:
JON E. GAVENMAN
VENTURE LAW GROUP
A PROFESSIONAL CORPORATION
2800 SAND HILL ROAD
MENLO PARK, CALIFORNIA 94025
(415) 854-4488
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, 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 statement 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 statement 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,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Amount Proposed maximum Proposed maximum
Title of each class of to be offering price aggregate Amount of
securities to be registered registered(1) per share(2) offering price(2) registration fee
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 490,836 shares $63.875 $31,352,150 $10,812
- --------------------------------------------------------------------------------------------------
</TABLE>
- ----------
(1) Number of shares being registered reflects the 2-for-1 stock split
announced by the Company on December 20, 1996, the effective date of which
is January 28, 1997.
(2) Estimated solely for the purpose of computing the amount of the
registration fee, based on the average of the high and low prices for the
Company's Common Stock as reported on The Nasdaq National Market on January
14, 1997 in accordance with Rule 457 under the Securities Act of 1933.
This price does not reflect the 2-for-1 stock split announced by the
Company on December 20, 1996, the record date of which is January 6, 1997
and the effective date of which is January 28, 1997.
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 COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
<PAGE> 2
PROSPECTUS Subject to Completion
January 16, 1997
490,836 SHARES
ASPECT TELECOMMUNICATIONS CORPORATION
COMMON STOCK
-----------------------
This Prospectus covers 490,836 shares of Common Stock, par value $0.01 per
share (the "Common Stock" or the "Shares"), of Aspect Telecommunications
Corporation ("Aspect" or the "Company"), which may be offered from time to time
by one or all of the selling shareholders named herein (the "Selling
Shareholders"). The Company will receive no part of the proceeds of such sales.
Of the shares of Common Stock offered hereby, 210,836 shares were issued
by the Company in connection with its acquisition of Envoy Holdings Limited on
September 30, 1996, and the remaining 280,000 shares were issued by the Company
in connection with its acquisition of Prospect Software, Inc. on October 21,
1996.
The Selling Shareholders intend to sell the shares offered hereby from time
to time in the over-the-counter market at prices prevailing therein, in
individually negotiated transactions at such prices as may be agreed upon or a
combination of such methods of sale, during a ninety-day period immediately
following the date of this Prospectus. The Company will bear all expenses with
respect to the offering of the Common Stock, except any underwriting discounts,
selling commissions, stock transfer taxes, and fees and disbursements of counsel
for the Selling Shareholders. To the extent required, the specific shares of
Common Stock to be sold, the names of the Selling Shareholders, the public
offering price, the names of any agent dealer or underwriter and any applicable
commission or discount with respect to any particular offer is set forth herein
or will be set forth in an accompanying Prospectus Supplement. See "Selling
Shareholders" and "Plan of Distribution." The Company's Common Stock is traded
on The Nasdaq National Market under the symbol ASPT. The last reported sales
price of the Common Stock on The Nasdaq National Market on January 14, 1997 was
$64.125 per share. This price does not reflect the 2-for-1 stock split
announced by the Company on December 20, 1996, the record date of which is
January 6, 1997 and the effective date of which is January 28, 1997.
-----------------------
SEE "RISK FACTORS," BEGINNING ON PAGE 4,
FOR INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
-----------------------
The Selling Shareholders and any broker executing selling orders on behalf
of the Selling Shareholders may be deemed to be an "underwriter" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act").
Commissions received by any such broker may be deemed to be underwriting
commissions under the Securities Act. See "Plan of Distribution" for information
relating to indemnification of the Selling Shareholders.
-----------------------
THESE 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 UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-----------------------
THE DATE OF THIS PROSPECTUS IS
---------------
<PAGE> 3
No person is authorized in connection with any offering made hereby to give
any information or to make any representation not contained in this Prospectus,
and, if given or made, such information or representation must not be relied
upon as having been authorized by the Company or the Selling Shareholders. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy any security other than the shares of Common Stock offered hereby, nor does
it constitute an offer to sell or a solicitation of an offer to buy any of the
shares offered hereby to any person in any jurisdiction in which it is unlawful
to make such an offer or solicitation. Neither the delivery of this Prospectus
nor any sale made hereunder shall under any circumstances create any implication
that the information contained herein is correct as of any time subsequent to
the date hereof.
Except as otherwise noted herein, all information in this Prospectus,
except the information incorporated herein by reference, has been adjusted to
reflect the 2-for-1 stock split announced by the Company on December 20, 1996.
The record date of the split is January 6, 1997 and the effective date of the
split is January 28, 1997.
ADDITIONAL INFORMATION
This Prospectus constitutes a part of a Registration Statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission (the "Commission") under the Securities Act. This Prospectus does not
contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. For further information with respect to the Company and the shares
of Common Stock offered hereby, reference is hereby made to the Registration
Statement. Statements contained herein concerning the provisions of any document
are not necessarily complete, and each such statement is qualified in its
entirety by reference to the copy of such document filed with the Commission.
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 and information statements and other information
with the Commission. Such reports, proxy and information statements and other
information may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, NW, Washington, D.C. 20549,
and at the following Regional Offices of the Commission: New York Regional
Office, Seven World Trade Center, New York, New York 10048, and Chicago Regional
Office, Northwest Atrium Center, 500 West Madison Street, Chicago, Illinois
60661. Copies of such material can be obtained from the Public Reference Section
of the Commission, 450 Fifth Street, NW, Washington, D.C. 20549 upon payment of
the prescribed fees. The Common Stock of the Company is quoted on The Nasdaq
National Market. Reports, proxy and information statements and other information
concerning the Company may be inspected at The Nasdaq Stock Market at 1735 K
Street, NW, Washington, D.C. 20006. In addition, the Commission maintains a
World Wide Web site (http://www.sec.gov) that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission.
-2-
<PAGE> 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are hereby
incorporated by reference in this Prospectus:
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1995;
(2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996;
(3) The Company's Current Report on Form 8-K filed January 16, 1997; and
(4) The description of the Company's capital stock contained in its
Registration Statement on Form 8-A as filed with the Commission on
March 22, 1990, including any amendment thereto or report filed for the
purpose of updating such description.
All reports and other documents subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference herein, to the extent required, and to be a part
hereof from the date of filing of such reports and documents. Any statement
incorporated 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 hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, upon written or oral request of such person, a copy of any or all of
the foregoing 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 submitted in writing
to Eric Keller, Chief Financial Officer, Aspect Telecommunications Corporation,
1730 Fox Drive, San Jose, California 95131-2312 or by telephone at (408)
325-2200.
THE COMPANY
The Company is a global provider of comprehensive business solutions for
mission-critical call centers that exist to generate revenue, service customers,
and handle inquiries. The Company offers solutions for call transaction
processing, call center automation, interactive voice response, call center
networking, management information and reporting tools, and comprehensive
planning and forecasting packages. The Company is also a provider of services
vital to call center environments, including business applications consulting,
training, and call center integration services.
The Company was incorporated in California in August 1985. The Company's
principal executive offices are located at 1730 Fox Drive, San Jose, California
95131-2312, and its telephone number at that location is (408) 325-2200.
-3-
<PAGE> 5
RISK FACTORS
This Prospectus (including the documents incorporated by reference herein)
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934,
including, without limitation, statements regarding the Company's expectations,
beliefs, intentions or future strategies. All forward looking statements
included in this document are based on information available to the Company on
the date hereof, and the Company assumes no obligation to update any such
forward looking statements. Actual results could differ materially from those
projected in the forward-looking statements as a result of the risk factors set
forth below and in the documents incorporated by reference herein. In evaluating
the Company's business, prospective investors should carefully consider the
following risk factors in addition to the other information set forth herein or
incorporated herein by reference.
VARIABILITY AND UNCERTAINTY OF REVENUES AND OPERATING RESULTS. The
Company's revenues, gross margins and operating results may fluctuate
significantly from quarter to quarter for many reasons including, without
limitation, the following: (1) given the relatively large sales prices of the
Company's systems in relation to quarterly revenue levels, a limited number of
systems can account for a significant portion of product revenues in any
particular quarter; (2) a significant percentage of product revenues continues
to be derived from new customers; (3) the portion of product revenues related to
accounts purchasing multiple systems may fluctuate; (4) the mix of products and
services sold and channels of distribution may fluctuate; (5) operating results
of newly-acquired subsidiaries may fluctuate; and (6) the Company's newly
established business units (e.g., consulting and systems integration and
computer telephony integration) may require substantial investments, while
revenues from such business units may be difficult to predict.
The Company's products typically represent substantial capital commitments
by Aspect's customers and, as a result, customer purchase decisions have been,
and in the future may be, significantly affected by a variety of factors
including, without limitation, the following: general economic conditions; world
political events; trends in capital spending, particularly for
telecommunications products; market competition and the availability of
alternative technologies; and the degree to which call transaction processing is
mission critical for customers.
Sales of the Company's call center systems generally involve a cycle of six
months or longer from initial customer contact until receipt of the first system
order, and an additional one to six month period from the receipt of an order to
the date the system is installed. The Company generally recognizes revenue from
the sale of systems upon installation at the customer site; revenues from
add-ons, upgrades, software licenses, and sales to distributors are generally
recognized upon shipment to the customer or distributor.
VOLATILITY OF STOCK PRICE. The Company's common stock price may be subject
to significant volatility. Past financial performance should not be considered a
reliable indicator of performance for any future period, and investors should
not use historical trends to anticipate future results or trends.
For any given quarter, a shortfall in the Company's achieved revenue or
earnings from the levels expected by securities analysts or others could have an
immediate and adverse effect on the price of the Company's common stock.
Additionally, the Company may not learn of such shortfalls until late in a
fiscal quarter, which could result in an even more immediate and adverse effect
on the Company's common stock price. Such volatility may be exacerbated further
by the relatively low trading volume of the Company's common stock. Further, the
Company participates in a rapidly changing high technology industry, which has
in the past exhibited significant stock market volatility. Often, when a high
technology company's stock declines rapidly, the company may become subject to
class action securities litigation. Were the Company to become involved in such
litigation, it could expend significant financial and management resources,
which could have a material adverse effect on the Company's business, operating
results and financial condition.
PRODUCT CONCENTRATION, TECHNOLOGICAL CHANGE AND NEW PRODUCTS. Sales and
installations of new Aspect CallCenter systems, the Company's principal product,
account for a substantial portion of net revenues. Any factor adversely
affecting the market for the Aspect CallCenter system or the failure of any
Aspect product to meet customer requirements, including system performance,
system availability or other requirements, could have a material adverse effect
on the Company's business, operating results and financial condition.
-4-
<PAGE> 6
The market for Aspect's products is subject to rapid technological change
and new product introductions. Current competitors or new market entrants may
develop new, proprietary products with features that could adversely affect the
competitive position of the Company's products. The Company's success will
continue to depend upon, among other factors, its ability to enhance its
existing products and to introduce competitive new products on a timely basis.
There can be no assurance that the Company will be successful in accurately
anticipating market demand for products being developed, in developing,
manufacturing and marketing new products or in enhancing its existing products.
In addition, the Company's announcement of new products, capabilities or
technologies may cause customers to defer purchases or installations of existing
Company products, thereby adversely affecting the Company's business, operating
results and financial condition.
In addition, in recent years the telecommunications industry in the United
States has undergone substantial changes, including, but not limited to, the
emergence of alternative long-distance carriers (e.g., MCI and Sprint),
deregulation, mergers and acquisitions, and other reorganizations such as the
AT&T "trivestiture." Over the next several years, changes of a similar magnitude
are likely, including the rapid emergence of the Internet as an alternative to
the publicly switched telephone network. The Company's failure to rapidly
develop and market products and services to address such changes could have a
material adverse effect on the Company's business, operating results and
financial condition.
Due to the complexity and sophistication of the Company's software
products, the Company's products from time to time contain defects or "bugs"
which can be difficult to correct. Furthermore, as the Company continues to
develop and enhance its products, there can be no assurance that the Company
will be able to identify and correct defects in such a manner as will permit the
timely introduction of such products. Moreover, despite extensive testing, the
Company has from time to time discovered defects only after its products have
been used by customers. There can be no assurance that software defects will not
cause delays in product introductions and shipments, result in increased costs,
require design modifications, or impair customer satisfaction with the Company's
products. Any such event could materially adversely affect the Company's
business, operating results and financial condition.
COMPETITION. The Company believes the market for its products is highly
competitive and that competition is likely to intensify. The Company's principal
competitors currently include companies that market automatic call distribution
("ACD") systems and companies that market private branch exchange systems that
include ACD features. The Company's current competitors include, but are not
limited to, Lucent Technologies Inc. (previously a unit of AT&T Corp.), NorTel,
Inc., Siemens Business Communication Systems, Inc., Rockwell International
Corporation, Alcatel Alsthom, L.M. Ericsson and N.V. Philips. The Company
anticipates that the regional Bell operating companies and other telephone
operating companies could market ACD functionality through equipment located in
the telephone operating company's central office rather than on customers'
premises. Additional potential competitors include companies with technologies
capable of providing mission-critical call transaction processing capabilities,
including participants in the problem tracking/resolution client/server software
market, pre-network routing companies and a wide variety of computer telephony
integration software companies. As the hardware requirements for a traditional
call center diminish due to the emergence of the Internet, local area networks
and other factors, other companies may obtain a significant position in the call
transaction processing market.
Many of Aspect's current competitors have longer operating histories,
considerably greater financial, technical, sales and marketing resources and
larger installed customer bases than Aspect. Moreover, Lucent Technologies, the
largest provider of call center products and services, may emerge as a more
focused, aggressive competitor following its recent divestiture from AT&T.
Consequently, the Company expects to encounter substantial competition from
these and other companies, as well as from new market entrants and emerging
technologies. Intensified price-based competition or changes in the Company's
price structure could result in lower prices and lower margins for Aspect's
products, which could materially adversely affect the Company's business,
operating results and financial condition.
INTELLECTUAL PROPERTY; LITIGATION. The Company's success depends in part
upon its internally developed technology. While the Company relies on patent,
trademark, trade secret and copyright law to protect its technology, the Company
believes that the technological and creative skills of its personnel, new
product developments, frequent product enhancements, name recognition and
product reliability are more essential to establishing and maintaining a
technology leadership position. The Company generally enters into
confidentiality or license agreements with its employees, consultants and
vendors and generally controls access to and distribution of its software,
documentation
-5-
<PAGE> 7
and other proprietary information. Despite these precautions, unauthorized third
parties may attempt to copy or otherwise obtain and use the Company's
technology. In addition, third parties may develop similar technology
independently.
As is common in the telecommunications industry, the Company has been and
may in the future be notified of claims that it may be infringing other parties'
patents or other proprietary rights. Although the Company attempts to ensure
that its products and processes do not infringe such third-party patents or
proprietary rights, there can be no assurance that infringement or invalidity
claims (or claims for indemnification resulting from infringement claims) will
not be asserted or prosecuted against the Company. Periodically, the Company
negotiates with third parties to establish patent license or cross-license
agreements, and the Company is currently in such negotiations. While the Company
cannot predict the outcome of the current negotiations, and to date such
negotiations have not resulted in any license or cross-license agreements, based
on discussions to date the Company does not expect that any such agreement would
have a material adverse effect on the Company's financial condition. Although
the Company intends to resolve intellectual property disputes through licensing
arrangements, when appropriate and on terms it believes to be commercially
reasonable, there can be no assurance that the Company would be able to license
any valid and infringed patents on commercially reasonable terms or that it
would prevail in any litigation over third party claims.
In the future, Aspect could become involved in other types of litigation,
such as shareholder lawsuits for alleged violations of securities laws, claims
asserted by current or former employees and product liability claims. While the
Company attempts to ensure that it complies with relevant laws and regulations,
it cannot be certain of compliance. Any litigation in which the Company is
involved, regardless of merit, source or outcome, could result in substantial
cost to and diversion of effort by the Company, which could have a material
adverse effect on the Company's business, operating results and financial
condition.
MANAGEMENT OF GROWTH. The Company has experienced a period of rapid growth
that has placed a significant strain on the Company's managerial and operational
resources. To manage its growth, the Company must continue to implement and
improve its operational and financial systems and to expand, train and manage
its employee base. Although the Company believes that it has made adequate
allowances for the costs and risks associated with this expansion, there can be
no assurance that the Company's systems, processes or controls will be adequate
to support the Company's current or future operations or that Company management
will be able to effectively manage this expansion. For example, the Company
recently implemented, and in the future may implement additional versions of, a
new internal integrated business application software program. There can be no
assurance that complications will not arise from this software system
transition, resulting in substantial unanticipated expenses. An additional
challenge created by the Company's rapid growth is in hiring, assimilating,
training and retaining a large number of employees in a labor market
characterized by a high demand for and limited supply of qualified people. In
addition, the Company must carefully maintain inventories at levels consistent
with product demand and the requirements of new product introductions.
Inaccuracies in demand forecasts could quickly result in either insufficient or
excessive inventories and obsolescence expense.
DEPENDENCE ON KEY PERSONNEL. The Company depends upon certain key
management and technical personnel, the loss of whom could have a material
adverse effect on the Company's business, operating results and financial
condition. The Company's future success will depend in part upon its ability to
attract and retain highly qualified personnel, broaden and diversify its
management team, and ensure successful management transition.
LIMITED SOURCES OF COMPONENT SUPPLY. Although the Company primarily uses
standard parts and components in its products, certain components, including
certain central processing units, other integrated circuits and circuit cards,
are presently available only from a single source or from limited sources of
supply. To date, the Company has been able to obtain adequate supplies of these
components in a timely manner from existing sources or, when necessary, from
alternative sources of supply. However, the inability of the Company to develop
alternative sources if and as required in the future, or to obtain sufficient
sole or limited source components as required, could have a material adverse
effect the Company's business, operating results and financial condition. In
addition, there can be no assurance that manufacturers of component parts used
by the Company will not modify their products in a manner incompatible with the
Company's use of such products.
-6-
<PAGE> 8
LICENSES FROM THIRD PARTIES. The Company currently manufactures certain
components incorporated into its products pursuant to engineering and
manufacturing licenses from third parties. The Company depends upon the
licensors' abilities to provide certain technical support and cooperation in
optimizing the Company's use of the licensed technologies. Should any of the
licensors become unable to provide such technical support, the Company would
have to develop internal capabilities or otherwise locate alternative technical
support. This in turn could adversely affect the Company's ability to complete
timely shipments during the transition. If, due to a breach of a license
agreement or otherwise, the Company becomes unable to continue to utilize the
applicable licensed technology, the Company's business, operating results and
financial condition could be materially adversely affected.
GEOGRAPHIC CONCENTRATION. Aspect's product development, manufacturing,
information technology systems, corporate offices and support functions are
concentrated in the Silicon Valley area of California. In the event of a natural
disaster, such as an earthquake or flood, the Company could experience a
business interruption that would have a material adverse effect on the Company's
business, operating results and financial condition.
ACQUISITIONS AND INVESTMENTS. Since October 1995, Aspect has acquired three
companies: TCS Management Group, Inc., Envoy Holdings Limited and Prospect
Software, Inc. During the same period, the Company made minority equity
investments in companies with products, services or technologies which
potentially complement Aspect's business. In the future, the Company may make
further strategic acquisitions and investments or enter into joint ventures or
strategic alliances with other companies. Such transactions entail numerous
risks, including the following: inability to successfully integrate such
companies' personnel and businesses; inability to realize anticipated synergies,
economies of scale or other value associated with such transactions; diversion
of management's attention and disruption of the Company's ongoing business;
inability to retain key technical and managerial personnel; inability to
establish and maintain uniform standards, controls, procedures and policies; and
impairment of relationships with employees and customers as a result of the
integration of new personnel. In addition, future acquisitions or investments by
the Company may result in issuance of additional equity or debt securities,
significant one-time write-offs and the creation of goodwill or other intangible
assets. There can be no assurance that the Company will be successful in
avoiding these or other risks associated with such business combinations,
investments, joint ventures or strategic alliances, and its failure to do so
could have a material adverse effect on the Company's business, operating
results and financial condition.
INTERNATIONAL OPERATIONS. The Company currently operates in several
international markets and anticipates entering additional markets in the future.
The financial resources required to enter a new international market may vary
substantially among markets based upon, among other factors, the market's
regulatory environment, the Company's expansion strategy in the market and the
level of acceptance of the Company's products in that market. Many countries
require multiple government approvals prior to allowing a new entrant into the
market. The cost and timing of these approvals, which may require the Company to
modify its products, are often subject to considerable uncertainty and could
result in longer lead times than initially anticipated. The Company's
international operations are subject to additional risks, including exchange
rate fluctuations; delays in telecommunications deregulation; difficulties in
staffing and managing foreign subsidiary operations; political and economic
instability; potentially negative tax consequences; and foreign and domestic
trade legislation, which could result in the creation of trade barriers such as
tariffs, duties, quotas and other restrictions. Failure to successfully enter
certain international markets on a timely basis could impair the Company's
competitive position in such markets and prevent the Company from obtaining the
scale advantages of global competitors.
REGULATORY REQUIREMENTS. The Company's products are subject to various
regulations which require, among other things, that the Company's products meet
certain radio frequency emission standards, be compatible with the public
telephone networks, and conform to certain safety and other standards. Sales of
products which fail to comply with these regulations may be prohibited by
regulatory authorities until appropriate modifications are made. There can be no
assurance that the Company will be successful in obtaining or maintaining the
necessary regulatory approvals for its products, and its failure to do so could
have a material adverse effect on the Company's business, operating results and
financial condition.
EXPANSION OF DISTRIBUTION CHANNELS. The Company has historically sold its
products through its direct sales force and a limited number of distributors.
The Company's ability to achieve significant revenue growth in the future will
depend in part on its success in recruiting and training sufficient sales
personnel and establishing relationships with distributors. The Company is
currently investing, and plans to continue to invest, significant resources to
expand
-7-
<PAGE> 9
its domestic and international direct sales force and develop distribution
relationships with certain third party distributors. The Company's existing
distribution relationships are generally non-exclusive and, typically, can be
terminated by either party without cause. The Company's distributors also sell
or can potentially sell products offered by the Company's competitors. There can
be no assurance that the Company will be able to retain or attract a sufficient
number of its existing or future third party distribution partners or that such
partners will recommend, or continue to recommend, the Company's products. The
inability to establish or maintain successful relationships with distributors
could have a material adverse effect on the Company's business, operating
results and financial condition. In addition, there can be no assurance that the
Company will be able to successfully expand its direct sales force or other
distribution channels. Any failure by the Company to expand its direct sales
force or other distribution channels would materially adversely affect the
Company's business, operating results and financial condition.
-8-
<PAGE> 10
SELLING SHAREHOLDERS
The following table sets forth certain information known to the Company
with respect to beneficial ownership of the Company's Common Stock as of January
8, 1997 by each Selling Shareholder. Gary Barnett is currently employed by the
Company's subsidiary, Prospect Software, Inc. Geoffrey John Eagland, Alexandra
Stevenson Ward, Christine Ann Viney, Roger Burrage and John Stuart Myles Bowden
are currently employed by the Company's subsidiary, Envoy Holdings Limited. No
Selling Shareholders are officers or directors of the Company.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED SHARES BENEFICIALLY OWNED
PRIOR TO THE OFFERING AFTER THE OFFERING(1)
--------------------- SHARES ------------------
SELLING SHAREHOLDERS SHARES PERCENT(2) OFFERED SHARES PERCENT(2)
- --------------------- ------ ------- ------- ------ -------
<S> <C> <C> <C> <C> <C>
Gary E. Barnett (3) 140,000 * 140,000 -- --
Sharon M. Barnett (4) 140,000 * 140,000 -- --
Geoffrey John Eagland 51,232 * 51,232 -- --
Alexandra Stevenson Ward (5) 50,178 * 50,178 -- --
Christine Ann Viney (6) 34,576 * 34,576 -- --
Roger Burrage (7) 32,680 * 32,680 -- --
John Stuart Myles Bowden (8) 31,204 * 31,204 -- --
Evington Limited 9,278 * 9,278 -- --
Rosemary Gretel Bowden (9) 422 * 422 -- --
Amilia Flora Burrage (10) 422 * 422 -- --
Christopher Viney (11) 422 * 422 -- --
Barrie Frank Ward (12) 422 * 422 -- --
</TABLE>
- ----------
* Less than one percent of the Company's outstanding Common Stock.
(1) Assumes that each Selling Shareholder will sell all of the Shares set forth
above under "Shares Offered." There can be no assurance that the Selling
Shareholders will sell all or any of the Shares offered hereunder.
(2) Based on 48,809,514 shares outstanding at January 8, 1997, as adjusted to
reflect the 2-for-1 stock split declared by the Company's Board of
Directors on December 19, 1996.
(3) Excludes 140,000 shares held by Sharon M. Barnett, Mr. Barnett's spouse.
(4) Excludes 140,000 shares held by Gary E. Barnett, Ms. Barnett's spouse.
(5) Excludes 422 shares held by Barrie Frank Ward, Ms. Ward's spouse.
(6) Excludes 422 shares held by Christopher Viney, Ms. Viney's spouse.
(7) Excludes 422 shares held by Amilia Flora Burrage, Mr. Burrage's spouse.
(8) Excludes 422 shares held by Rosemary Gretel Bowden, Mr. Bowden's spouse.
(9) Excludes 31,204 shares held by John Stuart Myles Bowden, Ms. Bowden's
spouse.
(10) Excludes 32,680 shares held by Roger Burrage, Ms. Burrage's spouse.
(11) Excludes 34,576 shares held by Christine Ann Viney, Mr. Viney's spouse.
(12) Excludes 50,178 shares held by Alexandra Stevenson Ward, Mr. Ward's spouse.
-9-
<PAGE> 11
PLAN OF DISTRIBUTION
Shares of Common Stock covered hereby may be offered and sold from time to
time by the Selling Shareholders. The Selling Shareholders will act
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. The Selling Shareholders may sell the Shares being
offered hereby: (i) on the Nasdaq National Market, or otherwise at prices and at
terms then prevailing or at prices related to the then current market price; or
(ii) in private sales at negotiated prices directly or through a broker or
brokers, who may act as agent or as principal or by a combination of such
methods of sale. The Selling Shareholders and any underwriter, dealer or agent
who participate in the distribution of such shares may be deemed to be
"underwriters" under the Securities Act, and any discount, commission or
concession received by such persons might be deemed to be an underwriting
discount or commission under the Securities Act. The Company has agreed to
indemnify the Selling Shareholders against certain liabilities arising under the
Securities Act.
Any broker-dealer participating in such transactions as agent may receive
commissions from the Selling Shareholders (and, if acting as agent for the
purchaser of such shares, from such purchaser). Usual and customary brokerage
fees will be paid by the Selling Shareholders. Broker-dealers may agree with the
Selling Shareholders to sell a specified number of shares at a stipulated price
per share, and, to the extent such a broker-dealer is unable to do so acting as
agent for the Selling Shareholders, to purchase as principal any unsold shares
at the price required to fulfill the broker-dealer commitment to the Selling
Shareholders. Broker-dealers who acquire shares as principal may thereafter
resell such shares from time to time in transactions (which may involve crosses
and block transactions and which may involve sales to and through other
broker-dealers, including transactions of the nature described above) in the
over-the-counter market, in negotiated transactions or by a combination of such
methods of sale or otherwise at market prices prevailing at the time of sale or
at negotiated prices, and in connection with such resales may pay to or receive
from the purchasers of such shares commissions computed as described above.
The Company has advised the Selling Shareholders that the anti-manipulation
Rules 10b-6 and 10b-7 under the Exchange Act may apply to sales of Shares in the
market and to the activities of the Selling Shareholders and their affiliates.
In addition, the Company will make copies of this Prospectus available to the
Selling Shareholders and has informed them of the need for delivery of copies of
this Prospectus to purchasers on or prior to sales of the Shares offered hereby.
The Selling Shareholders may indemnify any broker-dealer that participates in
transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act. Any commissions paid or
any discounts or concessions allowed to any such broker-dealers, and any profits
received on the resale of such shares, may be deemed to be underwriting
discounts and commissions under the Securities Act if any such broker-dealers
purchase shares as principal.
In order to comply with the securities laws of certain states, if
applicable, the Common Stock will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states, the
Common Stock may not be sold unless such shares have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.
At the time a particular offer of the shares of Common Stock registered
hereunder is made, if required, a Prospectus Supplement will be distributed that
will set forth the number of shares being offered and the terms of the offering
including the name of any underwriter, dealer or agent, the purchase price paid
by any underwriter for securities purchased from, any discount, commission and
other item constituting compensation and any discount, commission or concession
allowed or reallowed or paid to, any dealer, and the proposed selling price to
the public.
There can be no assurance that the Selling Shareholders will sell all or
any of the shares of Common Stock offered hereunder.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon by Venture Law Group, A Professional Corporation, Menlo Park, California,
counsel to the Company.
-10-
<PAGE> 12
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended December 31, 1995 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.
-11-
<PAGE> 13
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Registrant will bear no expenses in connection with any sale or
other distribution by the Selling Shareholders of the shares being registered
other than the expenses of preparation and distribution of this Registration
Statement and the Prospectus included in this Registration Statement. Such
expenses are set forth in the following table. All of the amounts shown are
estimates except the Securities and Exchange Commission ("SEC") registration
fee.
<TABLE>
<S> <C>
SEC registration fee $10,812
Legal fees and expenses 15,000
Accounting fees and expenses 7,000
Miscellaneous expenses 2,188
-------
Total $35,000
=======
</TABLE>
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California Corporations Code allows for the
indemnification of officers, directors, and other corporate agents in terms
sufficiently broad to indemnify such persons under certain circumstances for
liabilities (including reimbursement for expenses incurred) arising under the
Securities Act of 1933, as amended (the "Securities Act"). Article IV of the
Registrant's Articles of Incorporation and Article VI of the Registrant's Bylaws
provides for indemnification of the Registrant's directors, officers, employees
and other agents to the extent and under the circumstances permitted by the
California Corporations Code. The Registrant has also entered into agreements
with its directors and officers that will require the Registrant, among other
things, to indemnify them against certain liabilities that may arise by reason
of their status or service as directors to the fullest extent not prohibited by
law.
In addition, the Registrant carries director and officer liability
insurance in the amount of $20 million.
In connection with this offering, the Selling Shareholders have agreed
to indemnify the Registrant, its directors and officers and each such person who
controls the Registrant, against any and all liability arising from inaccurate
information provided to the Registrant by the Selling Shareholders and contained
herein.
Item 16. EXHIBITS.
5.1 Opinion of Venture Law Group, A Professional Corporation
23.1 Independent Auditors' Consent (see page II-4)
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-3)
Item 17. UNDERTAKINGS.
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 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.
II-1
<PAGE> 14
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 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.
(2) That, for the purpose of determining any liability under the
Securities Act, each 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 this offering.
(4) 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
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-2
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Aspect
Telecommunications Corporation 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 registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Jose, State of
California, on January 15, 1997.
ASPECT TELECOMMUNICATIONS CORPORATION
By: /s/ Eric J. Keller
------------------------------------------------
Eric J. Keller
Vice President, Finance and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints James R. Carreker and Eric J.
Keller, jointly and severally, his or her true and lawful attorneys-in-fact,
each with full power of substitution, for him or her in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto and all
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact or any
of them, or his or their substitute or substitutes, may lawfully do or cause to
be done or 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.
Signature Title Date
/s/ James R. Carreker Chairman and Chief Executive January 15, 1997
- --------------------------- Officer and Director (Principal
James R. Carreker Executive Officer)
/s/ Eric J. Keller Vice President, Finance and Chief January 15, 1997
- --------------------------- Financial Officer (Principal
Eric J. Keller Financial Officer and Principal
Accounting Officer)
Director January , 1997
- ---------------------------
Debra J. Engel
/s/ Norman A. Fogelsong Director January 15, 1997
- ---------------------------
Norman A. Fogelsong
/s/ James L. Patterson Director January 15, 1997
- ---------------------------
James L. Patterson
Director January , 1997
- ---------------------------
John W. Peth
II-3
<PAGE> 16
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Aspect Telecommunications Corporation on Form S-3 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.
We also consent to the reference to us under the heading "Experts" in
the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
/s/ Deloitte & Touche LLP
San Jose, California
January 14, 1997
II-4
<PAGE> 17
INDEX TO EXHIBITS
Exhibit Number Description Page Number
5.1 Opinion of Venture Law Group, A
Professional Corporation
23.1 Independent Auditors' Consent
(see page II-4)
23.2 Consent of Counsel (included
in Exhibit 5.1)
24.1 Power of Attorney (see page II-3)
II-5
<PAGE> 1
January 15, 1997
Exhibit 5.1
Aspect Telecommunications Corporation
1730 Fox Drive
San Jose, CA 95131-2312
REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by
you with the Securities and Exchange Commission on or about January 16, 1997
(the "Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 490,836 shares of your Common Stock, par
value $0.01 per share (the "Shares"), to be sold by certain shareholders listed
in the Registration Statement (the "Selling Shareholders"). As your counsel, we
have examined the proceedings taken and proposed to be taken in connection with
the sale of the Shares by the Selling Shareholders in the manner set forth in
the Registration Statement in the Section entitled "Plan of Distribution."
It is our opinion that the Shares, when sold by the Selling
Shareholders in the manner referred to in the Registration Statement, 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 appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendment thereto.
Very truly yours,
VENTURE LAW GROUP
A Professional Corporation
/s/ VENTURE LAW GROUP
