<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 7, 1998
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)
<TABLE>
<S> <C>
CALIFORNIA 94-2974062
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>
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
(650) 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>
<S> <C> <C> <C> <C>
==============================================================================================================================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value.......... 151,809 shares $27.25 $4,136,795 $827.36
==============================================================================================================================
</TABLE>
(1) 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 May 4, 1998 in
accordance with Rule 457 under the Securities Act of 1933.
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
151,809 SHARES
ASPECT TELECOMMUNICATIONS CORPORATION
COMMON STOCK
------------------------
This Prospectus covers 151,809 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.
The 151,809 shares of Common Stock were issued by the Company in connection
with its acquisition of Commerce Soft Inc. ("CSI") on September 2, 1997.
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 May 4, 1998 was
$27.25 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 , 1998
<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.
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 by writing to 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, 1997;
(2) The Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on February 27, 1998; and
(3) 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, Vice President, Finance and 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 worldwide provider of comprehensive business solutions for
companies that generate revenue, serve customers, and handle inquiries. The
Company's solutions include automatic call distributor (ACD) systems and
software; computer-telephony integration (CTI) application software and tools;
interactive voice response (IVR) systems; Web response systems; management
information and reporting tools; and planning and forecasting packages. The
Company also delivers consulting, training, and systems integration services
that help companies plan, integrate, staff, and manage call centers effectively.
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 period to period for many reasons including, without
limitation: reduced demand for the Company's products and services; a limited
number of large systems or multisystem orders accounting for a significant
portion of product revenues in any particular quarter; dependence on new
customers for a significant percentage of product revenues; fluctuations in the
results of operations of existing operations, recently acquired subsidiaries,
newly established business units or distributors of the Company's products or
services, or mix of products and services and channels of distribution; or
changes in market growth rates for different products and services. In addition,
the Company's products typically represent substantial capital commitments by
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: general economic and financial
market conditions; world political events; trends in capital spending 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.
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 data to predict future results or trends. For any given
quarter, a shortfall in the Company's achieved revenues 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 by the relatively low
trading volume of the Company's common stock. Further, the Company operates 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, that 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 Aspect ACD Systems account for a substantial portion of net
revenues. Any factor adversely affecting demand or the failure of any Aspect
product or service to meet customer specifications, including system
performance, system availability, installation or service delivery commitments,
or other requirements, could have a material adverse effect on the Company's
business, operating results, and financial condition.
The market for Aspect products and services 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, or
marketing new products or services in a timely manner; or in enhancing existing
products and services.
Due to their complexity and sophistication, from time to time the Company's
software products contain defects that can be difficult to correct. There can be
no assurance that software defects will not cause delays in
4
<PAGE> 6
product introductions and shipments, result in increased costs, require design
modifications, impair customer satisfaction with the Company's products, or
result in unanticipated downtime and lost revenues. 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 and services
is highly competitive and that competition is likely to intensify. The Company's
principal competitors currently include companies that market ACD systems,
private branch exchange systems that include ACD features, and alternative or
complementary technologies and services such as CTI software companies and
systems integrators. The Company anticipates that telephone operating companies
could market ACD functionality. Additional potential competitors include
companies with technologies capable of providing call transaction processing,
including participants in the problem tracking and resolution software market,
pre-network routing companies, and a wide variety of CTI and 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 current and potential competitors, including but not limited to
Lucent, Northern Telecom Limited, Rockwell International Corporation, and
Siemens Business Communications Systems, Inc., have longer operating histories,
considerably greater resources, and larger customer bases than Aspect.
Consequently, the Company expects to encounter substantial competition from
these sources, as well as from new market entrants and emerging technologies.
Intensified competition could result in lower prices and margins for Aspect
products, which could materially adversely affect the Company's business,
operating results, and financial condition.
Intellectual Property; Litigation. The telecommunications market has been
characterized by extensive litigation regarding patents and other intellectual
property rights. 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. For example, in March 1997, Lucent filed a
lawsuit in the United States District Court for the Eastern District of
Pennsylvania alleging that the Company infringed four of Lucent's U.S. patents.
Although the Company attempts to ensure that its products and processes do not
infringe 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. Although the Company recently
resolved its dispute with Lucent by entering into a cross-license agreement,
there can be no assurance that such other 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. An adverse determination
in such litigation or proceeding could prevent the Company from making, using,
or selling certain of its products, and subject the Company to damage
assessments, any of which could have a material adverse effect on the Company's
business, operating results, and financial condition.
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. 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.
The Company's success depends in part upon its internally developed
technology. 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, and other proprietary
information. Despite these precautions, unauthorized third parties may copy or
otherwise obtain and use the Company's technology. In addition, third parties
may develop similar technology independently.
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 intends to implement upgrades to its
internal integrated business application software systems. There can be no
assurance that complications will not arise
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from these software system transitions, resulting in substantial unanticipated
expenses. In addition, the Company must carefully manage accounts receivables to
limit credit risk and maintain inventories at levels consistent with product
demand and the requirements of new product introductions. Inaccuracies in demand
forecasts or disruption in the supply chain could quickly result in insufficient
or excessive inventories and obsolescence expense.
Limited Sources of Component Supply. Certain critical components are
presently available only from a single source or from limited sources of supply.
Some of these suppliers utilize proprietary technology that could require
redesign of the Company's products with a change in vendor. Additionally, there
can be no assurance suppliers will not discontinue or modify these components in
a manner incompatible with the Company's use. Some manufacturing processes have
been contracted to outside vendors, and certain of the tools and processes
cannot be easily migrated to other vendors. Any difficulty these vendors have in
meeting the Company's requirements for any reason could have a material adverse
effect on the Company's business, operating results, and financial condition.
Licenses from Third Parties. The Company manufactures components
incorporated into its products pursuant to engineering and manufacturing
licenses from third parties. The Company depends upon the licensors to provide
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. The Company's product development, manufacturing,
information technology systems, corporate offices, and support functions are
concentrated at a single location in the Silicon Valley area of California. In
the event of a natural disaster, such as an earthquake or flood, or in localized
extended outages in critical utilities or transportation systems, the Company
could experience a business interruption that could have a material adverse
effect on the Company's business, operating results, and financial condition.
Dependence on Key Personnel. The Company depends upon certain key
management and technical personnel and on its ability to attract and retain
highly qualified personnel in labor markets characterized by high demand for,
and limited supply of, qualified people. Failure to attract and retain such
personnel could have a material adverse effect on the Company's business,
operating results, and financial condition.
Acquisitions and Investments. Aspect has periodically acquired companies
and intellectual property and made minority equity investments in companies with
products, services, or technologies that potentially complement the Company's
business. For example, on April 1, 1998, the Company entered into a definitive
agreement to acquire Voicetek Corporation (Voicetek), a provider of software
platforms and application solutions including IVR systems and network-deployed
enhanced service solutions. In the future, the Company may make further
strategic acquisitions or investments. Such transactions, including the Voicetek
acquisition, entail numerous risks, including the following: inability to
successfully integrate the operations, technologies, products and/or personnel
of the two companies in a successful, profitable, and timely manner; inability
to realize anticipated synergies, economies of scale, or other value associated
with the acquisition; inability to commercialize acquired technologies
successfully or on a timely basis; diversion of management's attention and
disruption of the Company's ongoing business; inability to retain key technical
and managerial personnel for both companies; inability to establish and maintain
uniform standards, controls, procedures, and policies; governmental or
competitive responses to the proposed transaction; and impairment of
relationships with employees, vendors, and/or customers, including, in
particular Voicetek's original equipment manufacturers and value-added resellers
relationships.
In addition, any acquisitions or investments by the Company may result in
significant one-time write-offs, and the creation of goodwill or other
intangible assets that could result in future charges to earnings, or the
issuance of additional equity or debt securities. Failure to avoid these or
other risks and costs associated with
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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, and 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 market acceptance; 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 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 historically has relied
primarily on its direct sales force and a limited number of distributors. In the
future, the Company may depend increasingly on expanded distributor, electronic,
and other alternate distribution channels to accommodate changing customer
preferences. As a result, if the Company is unable to successfully expand its
channels of distribution to address changes in customer preferences, competitive
environment, or other factors, it could have a material adverse effect on the
Company's business, operating results, and financial condition.
Year 2000. Many computer systems experience problems handling dates from
the year 2000 and beyond, and will need to be modified prior to the year 2000 in
order to remain functional. The Company is assessing both the internal readiness
of its computer systems and the compliance of its products and software sold to
customers for handling the year 2000. The Company expects to successfully
implement the changes necessary to address these year 2000 issues, and does not
believe that the cost of such actions will have a material effect on the
Company. There can be no assurance, however, that there will not be delays in,
or increased costs associated with, the implementation of such changes, and the
Company's inability to implement such changes could have a material adverse
effect on the Company's business, operating results, and financial condition.
The Company has not yet fully assessed the extent of its exposure, or
investigated the plans of its suppliers and vendors to address their exposures
to these year 2000 problems, and thus the Company may be adversely impacted
should these organizations not successfully address this issue.
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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 May 7,
1998 by each Selling Shareholder. Venkatachari Dilip, Janardhanan Jawahar, and
Murali Vaidyanathan are currently employed by the Company's subsidiary, Commerce
Soft Inc. No Selling Shareholders are officers or directors of the Company.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
SHARES BENEFICIALLY OWNED 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>
Venkatachari Dilip(3)...................... 54,445 * 54,445 -- --
Janardhanan Jawahar........................ 63,907 * 63,907 -- --
Murali Vaidyanathan........................ 1,013 * 1,013 -- --
Venkatachari Dinakar Trust................. 16,222 * 16,222 -- --
Nikhil Dilip Trust......................... 8,111 * 8,111 -- --
Monisha Dilip Trust........................ 8,111 * 8,111 -- --
Total............................ 151,809 151,809
</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 50,250,440 shares outstanding at March 31, 1998.
(3) Excludes 16,222 shares held by the Venkatachari Dinakar Trust, 8,111 shares
held by the Nikhil Dilip Trust and 8,111 shares held by Monisha Dilip Trust,
all of which Mr. Dilip is a trustee.
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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> 11
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, 1997 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> 12
============================================================
---------------
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>
---------------
============================================================
============================================================
151,809 SHARES
ASPECT
TELECOMMUNICATIONS
CORPORATION
COMMON STOCK
-----------------
PROSPECTUS
-----------------
, 1998
============================================================
<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............................. $ 827.36
Legal fees and expenses.......................... 15,000.00
Accounting fees and expenses..................... 5,000.00
Miscellaneous expenses........................... 3,000.00
----------
Total.................................. $23,827.36
==========
</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
<TABLE>
<S> <C>
5.1 Opinion of Venture Law Group, A Professional Corporation
23.1 Independent Auditors' Consent
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-3)
</TABLE>
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
II-1
<PAGE> 14
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
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, as amended,
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 May 5, 1998.
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, as amended,
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 and May 6, 1998
- ------------------------------------ Director
James R. Carreker (Principal Executive Officer)
/s/ ERIC J. KELLER Vice President, Finance and Chief Financial May 5, 1998
- ------------------------------------ Officer
Eric J. Keller (Principal Financial Officer and Principal
Accounting Officer)
/s/ DEBRA J. ENGEL Director May 1, 1998
- ------------------------------------
Debra J. Engel
/s/ NORMAN A. FOGELSONG Director May 1, 1998
- ------------------------------------
Norman A. Fogelsong
/s/ JAMES L. PATTERSON Director May 5, 1998
- ------------------------------------
James L. Patterson
/s/ JOHN W. PETH Director May 5, 1998
- ------------------------------------
John W. Peth
</TABLE>
II-3
<PAGE> 1
EXHIBIT 5.1
May 7, 1998
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 May 7, 1998 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of a total of 151,809 shares of your Common
Stock (the "Shares"), to be sold by certain shareholders listed in the
Registration Statement (the "Selling Shareholders"). As your legal counsel, we
have examined the proceedings taken and are familiar with the proceedings
proposed to be taken by you in connection with the sale 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 it appears in the
Registration Statement and any amendments to it.
Sincerely,
VENTURE LAW GROUP
A Professional Corporation
/s/ Venture Law Group
<PAGE> 1
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 reports dated
January 14, 1998, (February 27, 1998 as to Note 15) and March 24, 1998,
appearing in and incorporated by reference in the Annual Report on Form 10-K of
Aspect Telecommunications Corporation for the year ended December 31, 1997.
We also consent to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
San Jose, California
May 4, 1998
