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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT February 27, 1998
-----------------
ASPECT TELECOMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
0-18391
(Commission File Number)
California 94-2974062
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1730 Fox Drive
San Jose, CA 95131-2312
(Address of principal executive offices, with zip code)
(408) 325-2200
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On February 27, 1998, Aspect Telecommunications Corporation ("Aspect")
announced that it has entered into a patent cross-license agreement with Lucent
Technologies Inc. ("Lucent"), under which each party has agreed to dismiss their
patent lawsuits against each other, released each other from claims of past
infringement, and settled their patent disputes. The lawsuits related to
telecommunications products and call routing technology. As part of the
settlement, the parties have entered into a cross-licensing agreement under
which Aspect will pay Lucent a one-time fee and future royalties. In connection
with this settlement, Aspect recorded a non-recurring charge of $14 million
(approximately 17 cents per diluted share) for the quarter and year ended
December 31, 1997.
Further details regarding this announcement are contained in the
Company's press release with Lucent dated February 27, 1998 and in the Company's
press release dated February 27, 1998, both of which are attached as exhibits
hereto and incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
Exhibit 99.1 Aspect Telecommunications Corporation and Lucent
Technologies Inc. press release dated February 27, 1998.
Exhibit 99.2 Aspect Telecommunications Corporation press release dated
February 27, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ASPECT TELECOMMUNICATIONS
CORPORATION
Date: March 5, 1998 By: /s/ Eric J. Keller
--------------------------------------------
Eric J. Keller
Vice President, Finance and
Chief Financial Officer
(Duly Authorized and Principal Financial and
Accounting Officer)
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ASPECT TELECOMMUNICATIONS CORPORATION
INDEX TO EXHIBITS
Exhibit Number Description
-------------- -----------
99.1 Aspect Telecommunications Corporation and Lucent
Technologies Inc. press release dated February
27, 1998.
99.2 Aspect Telecommunications Corporation press release
dated February 27, 1998.
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EXHIBIT 99.1
Friday February 27, 5:22 pm Eastern Time
Company Press Release
SOURCE: Aspect Telecommunications
Lucent Technologies and Aspect Telecommunications Settle Patent Dispute
SAN JOSE, Calif., Feb. 27 /PRNewswire/ -- Lucent Technologies, Inc. (NYSE: LU)
and Aspect Telecommunications Corporation (Nasdaq: ASPT) today announced that
they have agreed to dismiss their patent lawsuits against each other, released
each other from claims of past infringement, and settled their patent disputes.
The lawsuits related to telecommunications products and call routing
technology. As part of the settlement, the parties have entered into a
cross-licensing agreement under which Aspect will pay Lucent a one-time fee and
future royalties.
Lucent Technologies, headquartered in Murray Hill, N.J., designs, builds and
delivers a wide range of public and private networks, communications systems and
software, data networking systems, business telephone systems and
microelectronic components. Bell Labs is the research and development arm for
the company.
Aspect Telecommunications is a global provider of comprehensive business
solutions for mission-critical call centers. Aspect products include automatic
call distributors, computer-telephony integration solutions, interactive
response systems, call center management information and reporting tools, and
call center planning and forecasting packages. Aspect also provides services
vital to call center environments, including business applications consulting,
systems integration and training. Corporate headquarters are located in San
Jose, California.
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EXHIBIT 99.2
Friday February 27, 7:10 pm Eastern Time
Company Press Release
SOURCE: Aspect Telecommunications Corporation
Aspect Telecommunications Announces Settlement of Patent Dispute With Lucent
Technologies
Cross-license Agreement Terminates Litigation
SAN JOSE, Calif., Feb. 27 /PRNewswire/ -- Aspect Telecommunications Corporation
(Nasdaq: ASPT) announced today that the company has entered into a patent
cross-license agreement ending a year-long patent infringement dispute with
Lucent Technologies, Inc. (NYSE: LU) Under the agreement, Aspect will pay
Lucent a one-time fee and, in addition, will pay future royalties that are not
expected to be material to Aspect's results from operations. In connection with
this settlement, Aspect has recorded a non-recurring charge of $14 million
(approximately 17 cents per diluted share), which is reflected in the attached
financial statements for the quarter and year ended December 31, 1997. Except
for this charge related to the settlement with Lucent, which is a material
subsequent event affecting the 1997 consolidated financial statements, the
attached financial information for Aspect Telecommunications is unchanged from
that reported on January 15, 1998.
Commenting on the agreement, Mark J. Meltzer, vice president and general counsel
for Aspect noted, "Resolving this dispute provides long-term benefit to Aspect's
shareholders and customers. We are pleased to have reached an agreement with
Lucent that provides patent peace and avoids protracted, expensive litigation."
Aspect Telecommunications
Founded in 1985, Aspect Telecommunications is a global provider of comprehensive
business solutions for mission-critical call centers. Aspect products include
automatic call distributors, computer-telephony integration solutions,
interactive response systems, call center management information and reporting
tools, and call center planning and forecasting packages. Aspect also provides
services vital to call center environments, including business applications
consulting, systems integration and training. Corporate headquarters are located
in San Jose, California. For additional information, visit Aspect on the World
Wide Web at http://www.aspect.com.
Aspect and the Aspect logo are trademarks or registered trademarks of Aspect
Telecommunications Corporation in the United States and/or other countries. All
other product or service names mentioned in this document may be trademarks of
the companies with which they are associated.
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ASPECT TELECOMMUNICATIONS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Twelve Months Ended
December 31, December 31,
----------------------- --------------------------------------
(unaudited)(unaudited) Pro Forma (a)
(unaudited)
1997 1996 1997 1997 1996
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net revenues:
Product $ 74,429 $ 64,967 $276,471 $276,471 $230,539
Customer support 31,861 23,582 114,171 114,171 78,164
-------- -------- -------- -------- --------
Total net revenues 106,290 88,549 390,642 390,642 308,703
Cost of revenues:
Cost of product
revenues 24,314 22,527 89,529 89,529 77,374
Cost of customer
support revenues 21,094 16,936 79,444 79,444 56,548
-------- -------- -------- -------- --------
Total cost of revenues 45,408 39,463 168,973 168,973 133,922
-------- -------- -------- -------- --------
Gross margin 60,882 49,086 221,669 221,669 174,781
Operating expenses:
Research and
development 11,759 9,990 45,723 45,723 34,585
Selling, general
and administrative 29,224 23,596 104,431 104,431 82,478
Purchased in-process
technology -- -- 4,910 -- --
Intellectual property
settlement 14,000 -- 14,000 -- --
-------- -------- -------- -------- --------
Total operating
expenses 54,983 33,586 169,064 150,154 117,063
-------- -------- -------- -------- --------
Income from operations 5,899 15,500 52,605 71,515 57,718
Interest and other
income, net 1,207 1,077 7,673 5,603 2,110
-------- -------- -------- -------- --------
Income before income
taxes 7,106 16,577 60,278 77,118 59,828
Provision for income
taxes 2,735 6,133 25,096 29,689 22,195
-------- -------- -------- -------- --------
Net income $ 4,371 $ 10,444 $ 35,182 $ 47,429 $ 37,633
======== ======== ======== ======== ========
Basic earnings per
share $ 0.09 $ 0.22 $ 0.71 $ 0.96 $ 0.86
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C> <C>
Weighted average
shares outstanding 49,801 47,737 49,302 49,302 43,917
Diluted earnings
per share $ 0.08 $ 0.20 $ 0.67 $ 0.91 $ 0.75
Weighted average
shares outstanding-
assuming dilution 52,549 52,540 52,307 52,307 52,163
(a) Excludes non-recurring items in 1997 of a $2.1 million gain on
appreciated equity securities in Q2'97, a $4.9 million charge for
purchased in-process technology in Q3'97, and a $14.0 million charge
for an intellectual property settlement in Q4'97.
</TABLE>
ASPECT TELECOMMUNICATIONS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
December 31, 1997 December 31, 1996
----------------- -----------------
<S> <C> <C>
Assets
Current assets:
Cash, cash equivalents
and short-term investments $ 146,216 $ 115,797
Accounts receivable, net 86,896 53,211
Inventories 12,306 15,485
Other current assets 20,413 14,731
--------------- ---------------
Total current assets 265,831 199,224
Property and equipment, net 58,704 51,348
Intangible assets, net 42,654 28,888
Other assets 3,154 3,633
--------------- ---------------
Total assets $ 370,343 $ 283,093
=============== ===============
Liabilities and shareholders' equity
Current liabilities:
Accounts payable $ 9,401 $ 10,027
Notes payable-current portion 6,399 --
Accrued intellectual property settlement 14,000 --
Other accrued liabilities 50,591 29,637
Customer deposits and deferred revenue 15,626 19,481
--------------- ---------------
Total current liabilities 96,017 59,145
Notes payable 6,531 4,500
Shareholders' equity 267,795 219,448
--------------- ---------------
Total liabilities and shareholders' equity $ 370,343 $ 283,093
=============== ===============
</TABLE>
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