<PAGE> 1
As filed with the Securities and Exchange Commission on April 29, 1997
Registration No. 333-19893
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ASPECT 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
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. [ ]
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. [ ]
<PAGE> 2
The registrant hereby withdraws from registration under the Securities
Act of 1933, as amended, 357,558 shares of the Common Stock. The Registrant
initially registered an aggregate of 490,836 shares of Common Stock pursuant to
this Registration Statement. This Registration Statement was declared effective
on January 22, 1997, pursuant to which 133,278 shares were issued and sold by
certain shareholders of the Company.
<PAGE> 3
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 April 29, 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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ James R. Carreker * Chairman and Chief Executive Officer April 29, 1997
- --------------------------- and Director (Principal Executive
James R. Carreker Officer)
/s/ Eric J. Keller Vice President, Finance and Chief April 29, 1997
- ----------------------------- Financial Officer (Principal
Eric J. Keller Financial Officer and Principal
Accounting Officer)
/s/ Debra J. Engel * Director April 29, 1997
- ----------------------------
Debra J. Engel
/s/ Norman A. Fogelsong * Director April 29, 1997
- ---------------------------
Norman A. Fogelsong
/s/ James L. Patterson * Director April 29, 1997
- ---------------------------
James L. Patterson
/s/ John W. Peth * Director April 29, 1997
- ---------------------------
John W. Peth
</TABLE>
* By Eric J. Keller, Attorney In Fact
