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Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-31381
PROSPECTUS
347,876 SHARES
ASPECT TELECOMMUNICATIONS CORPORATION
COMMON STOCK
--------------------------
This Prospectus covers 347,876 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, 117,876 shares were issued
by the Company in connection with its acquisition of Envoy Holdings Limited
("Envoy") on September 30, 1996, and the remaining 230,000 shares were issued by
the Company in connection with its acquisition of Prospect Software, Inc.
("Prospect") 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 July 10, 1997 was
$24.00 per share.
--------------------------
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 JULY 21, 1997
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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 has
been adjusted to reflect the 2-for-1 stock split effected on 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.
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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,
1996;
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1997;
(3) The Company's Current Reports on Form 8-K filed with the Securities and
Exchange Commission on March 10, 1997 and July 18, 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
companies with mission-critical call centers that exist to generate revenue,
service customers, and handle inquiries. The Company's products include
automatic call distributors, interactive response systems, call center
management information and reporting tools, call center planning and forecasting
packages, and computer-telephony integration tools and software. The Company
also provides services vital to call center environments, including business
applications consulting, systems integration, and training.
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.
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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 involving a long sales cycle 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 or announcement of alternative technologies; and the degree to
which call transaction processing is mission critical for customers. Reduced
demand for the Company's products could have a material adverse effect on the
Company's business, operating results, and financial condition.
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 price 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.
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. 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.
Due to the complexity and sophistication of the Company's software
products, the Company's products from time to time contain defects that can be
difficult to correct. There can be no assurance that software defects will not
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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 distributor
(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.); Northern
Telecom Limited (Nortel); 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 and 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 segment of the telecommunications
market that includes the Company's products has been characterized by extensive
litigation regarding patents and other intellectual property rights. As is
common in the telecommunications industry, the Company has been in the past and
may in the future be notified of claims that its products or services are
subject to patents or other proprietary rights of third parties. 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. There can be no assurance that current or future negotiations will
result in the Company obtaining a license on satisfactory terms or at all.
Moreover, license agreements with third parties may not include all intellectual
property rights that may be issued to or owned by the licensors, and thus future
disputes with these companies are possible. In the event an intellectual
property dispute is not settled through a license, litigation could ensue. Any
litigation, or interference proceedings that may be declared by the United
States Patent and Trademark Office to determine the priority of inventions,
could result in substantial expense to the Company and significant diversion of
effort by the Company's technical and managerial personnel. An adverse
determination in such litigation or proceeding, including without limitation the
Lucent litigation discussed below, could prevent the Company from making, using
or selling certain of its products, and subject the Company to damage
assessments, all of which could have a material adverse effect on the Company's
business, operating results or financial condition.
On March 5, 1997, Lucent Technologies Inc. ("Lucent") filed a lawsuit in
the United States District Court for the Eastern District of Pennsylvania
alleging that the Company infringes four of Lucent's patents (the "Lucent
Patents"). In its complaint, Lucent is seeking to enjoin the Company from
allegedly continuing to infringe the Lucent Patents and is seeking an
unspecified amount of compensatory damages, treble damages for alleged willful
infringement, and interest, expenses and attorneys' fees. On May 2, 1997, the
Company filed an answer in response to the Lucent complaint, asserting that the
Lucent Patents are invalid and denying the alleged patent infringement. The
Company believes that it has meritorious defenses to the asserted claims and
intends to defend the litigation vigorously. Although the Company does not
believe that any of its products infringe any valid claims of the Lucent
Patents, the outcome of litigation is inherently unpredictable, and there can be
no assurance that the results of these proceedings will be favorable to the
Company or that they will not have a material adverse effect on the Company's
business, operating results or financial condition. Regardless of the ultimate
outcome, the Lucent litigation could result in substantial expense to the
Company and significant diversion of effort by the Company's technical and
managerial personnel. If the
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court determines that the Company infringes the Lucent Patents and that the
Lucent Patents are valid and enforceable, it could issue an injunction
prohibiting the Company from making, using or selling certain products and it
could assess significant damages against the Company. Accordingly, an adverse
determination in the proceeding could subject the Company to significant
liabilities and require the Company to seek a license from Lucent. Although
intellectual property disputes are often settled through licensing or similar
arrangements, costs associated with such arrangements may be substantial, and
there can be no assurance that a license from Lucent, if required, would be
available to the Company on acceptable terms or at all. Jury selection for the
trial of this lawsuit is scheduled to begin on April 13, 1998.
In the future, the Company 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. An adverse outcome in such litigation could have a material adverse
effect on the Company's business, operating results or financial condition.
Regardless of merit, source, or outcome of the litigation, it could result in
substantial cost to and diversion of effort by the Company.
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. For example, the Company has implemented,
and in the future may implement additional versions of, a new internal
integrated business application software system. 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. 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 on 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.
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, and Prospect. During the
same period, the Company made minority equity investments in companies with
products, services, or technologies that 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
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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 the issuance of additional equity or debt securities,
significant one-time write-offs, and the creation of goodwill or other
intangible assets. Failure to avoid these or other risks associated with such
business combinations, investments, joint ventures, or strategic alliances 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 governmental 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 that 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 that 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 is currently investing, and plans to continue to
invest, significant resources to expand its domestic and international direct
sales force and develop distribution relationships with certain third-party
distributors. Any failure by the Company to maintain or expand its direct sales
force or other distribution channels could have a material adverse effect the
Company's business, operating results, and financial condition.
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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 July 9,
1997 by each Selling Shareholder. Gary Barnett is currently employed by the
Company's subsidiary, Prospect Software, Inc. Geoffrey John Eagland, Christine
Ann Viney, and John Stuart Myles Bowden are currently employed by the Company's
subsidiary, Envoy Holdings Limited. Alexandra Stevenson Ward was formerly
employed by 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) 115,000 * 115,000 -- --
Sharon M. Barnett (4) 115,000 * 115,000 -- --
Geoffrey John Eagland 45,600 * 45,600 -- --
Alexandra Stevenson Ward 30,178 * 30,178 -- --
(5)
Christine Ann Viney (6) 21,836 * 21,836 -- --
John Stuart Myles Bowden 13,204 * 13,204 -- --
(7)
Evington Limited 6,000 * 6,000 -- --
Rosemary Gretel Bowden (8) 76 * 76 -- --
Christopher Viney (9) 560 * 560 -- --
Barrie Frank Ward (10) 422 * 422 -- --
------- -------
TOTAL 347,876 347,876
</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 49,264,783 shares outstanding at June 30, 1997.
(3) Excludes 115,000 shares held by Sharon M. Barnett, Mr. Barnett's spouse.
(4) Excludes 115,000 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 560 shares held by Christopher Viney, Ms. Viney's spouse.
(7) Excludes 76 shares held by Rosemary Gretel Bowden, Mr. Bowden's spouse.
(8) Excludes 13,204 shares held by John Stuart Myles Bowden, Ms. Bowden's
spouse.
(9) Excludes 21,836 shares held by Christine Ann Viney, Mr. Viney's spouse.
(10) Excludes 30,178 shares held by Alexandra Stevenson Ward, Mr. Ward's spouse.
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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.
-9-
<PAGE> 10
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, 1996 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.
-10-
<PAGE> 11
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Additional Information ........................ 2
Available Information ......................... 2
Incorporation of Certain Documents by Reference 3
The Company ................................... 3
Risk Factors .................................. 4
Selling Shareholders .......................... 8
Plan of Distribution .......................... 9
Legal Matters ................................. 9
Experts ....................................... 10
</TABLE>
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347,876 SHARES
ASPECT
TELECOMMUNICATIONS
CORPORATION
COMMON STOCK
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PROSPECTUS
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JULY 21, 1997
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