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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
[X] Definitive Proxy Statement Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
ASPECT TELECOMMUNICATIONS CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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August 13, 1999
To the Shareholders of Aspect Telecommunications Corporation:
As you are aware, Aspect Telecommunications is engaged in a business
transformation from a supplier of telecommunications equipment to a provider
of customer relationship management solutions. We have reported frequently via
news releases on our progress in this complex transformation, including the
selection of new executive leadership from the software industry, conversion
of our product and service offerings to a more software-centric model, new
business partnerships with leading software companies, and early customer
adoption of our new Aspect Customer Relationship Portal cornerstone product
offering. If you wish to review these news releases, copies are available at
our Web site: http://www.aspect.com.
One of the important steps to support the business transformation is a subtle
but significant change in the company's formal name from Aspect
Telecommunications Corporation to Aspect Communications Corporation. Extensive
market research with existing and prospective customers, as well as with
industry and financial analysts, convinces us that the word
"telecommunications" in our corporate name rather tightly associates us with
our earlier business focus on telecommunications systems.
As we expand our offerings to embrace consumer interaction with companies via
Web sites, e-mail, and other interactive means beyond telephone-oriented
systems, we believe the word "communications" connotes a more appropriate
message about Aspect's future business. Thus, the company's board of directors
has approved this name change, subject to appropriate and customary filings
and shareholder approval.
The company will retain its distinctive teal green logo and will continue to
trade on the Nasdaq national market system under the symbol ASPT. As an Aspect
shareholder, you are requested to approve this name change by voting the
enclosed proxy card and returning it as soon as practical. The tally of these
votes will occur at a special meeting of shareholders, scheduled for September
15, 1999. This will be the only item of business at this special meeting.
Please review the enclosed proxy material relating to the name change. Should
you have a question regarding this action, please contact us by e-mail at
'[email protected]' or by calling Paul Chren, Aspect's investor relations
director, at +1 408-325-2379.
Sincerely,
/s/ James R. Carreker
James R. Carreker
Chairman and CEO
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ASPECT TELECOMMUNICATIONS CORPORATION
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Notice of Special Meeting of Shareholders
September 15, 1999
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the special meeting of shareholders of Aspect
Telecommunications Corporation, a California corporation, will be held on
September 15, 1999 at 4:00 p.m., at Aspect's office located at 1160 Ridder
Park Drive, San Jose, California 95131, for the following purposes:
1. To approve an amendment to Aspect's articles of incorporation that
will change Aspect's name to Aspect Communications Corporation from
Aspect Telecommunications Corporation.
2. To transact such other business as may properly come before the
meeting and any adjournments thereof.
The foregoing items of business are more fully described in the proxy
statement accompanying this notice.
Only shareholders of record at the close of business on July 24, 1999 are
entitled to notice of and to vote at the meeting and any adjournments thereof.
To assure your representation at the meeting, you are urged to mark, sign,
date, and return the enclosed proxy card as promptly as possible in the
enclosed postage-paid envelope. Any shareholder attending the meeting may vote
in person even if such shareholder returned a proxy.
/s/ Craig W. Johnson
Craig W. Johnson, Secretary
San Jose, California
August 13, 1999
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ASPECT TELECOMMUNICATIONS CORPORATION
PROXY STATEMENT
INFORMATION CONCERNING SOLICITATION AND VOTING
General
The enclosed proxy is solicited on behalf of the board of directors of Aspect
Telecommunications Corporation for use at the special meeting of shareholders
to be held September 15, 1999, at 4:00 p.m., or at any adjournments thereof,
for the purposes set forth herein and in the accompanying notice of special
meeting of shareholders. The special meeting will be held at Aspect's office
located at 1160 Ridder Park Drive, San Jose, California 95131. The telephone
number at that location is +1 (408) 325-2200.
These proxy solicitation materials are being mailed on or about August 13,
1999, to all shareholders entitled to vote at the meeting. The cost of
soliciting these proxies will be borne by Aspect. Aspect has retained the
services of Georgeson & Company Inc. to solicit proxies and distribute
materials to brokerage houses, banks, custodians, and other institutional
owners. Aspect will pay Georgeson a fee of approximately $6,500 for these
services, plus expenses. In addition, Aspect will reimburse brokerage firms
and other persons representing beneficial owners of shares for their expenses
in forwarding solicitation materials to such beneficial owners. Aspect may
conduct further solicitation personally, by telephone, or by facsimile through
its officers, directors, and regular employees, none of whom will receive
additional compensation for assisting with the solicitation.
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use, by delivering to Aspect, at its office
at 1730 Fox Drive, San Jose, California 95131 (Attention: James R. Carreker,
Chairman and Chief Executive Officer), a written notice of revocation or a
duly executed proxy bearing a later date, or by attending the meeting and
voting in person.
Voting and Solicitation
Each share has one vote. Only shareholders of record at the close of business
on July 24, 1999 are entitled to notice of and to vote at the meeting. At the
record date, 47,478,425 shares of Aspect's common stock, with a par value of
$.01 per share, were issued and outstanding.
Votes cast by proxy or in person at the special meeting will be tabulated by
the inspector of elections with the assistance of Aspect's transfer agent. The
inspector of elections will also determine whether or not a quorum is present.
The required quorum is a majority of the shares issued and outstanding on the
record date, represented either in person or by proxy. The name change
proposal submitted for shareholder approval will require for such approval the
affirmative vote of a majority of the outstanding shares entitled to vote.
Votes that are cast for or against a proposal, abstentions, and broker non-
votes are counted as present for the purpose of determining the presence of a
quorum for the transaction of business. Because the name change proposal
requires for approval the affirmative vote of a majority of the outstanding
shares entitled to vote, both an abstention and a broker non-vote will have
the same effect as a vote against the proposal.
Any proxy which is returned using the form of proxy enclosed and which is not
marked as to the item will be voted for the approval of the name change
proposal and as the proxy holders deem advisable on other matters that may
come before the meeting.
1
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Aspect Telecommunications Corporation Proxy Statement
PROPOSAL NO. 1 - AMENDMENT TO ASPECT'S ARTICLES OF INCORPORATION TO CHANGE THE
COMPANY'S NAME
At the special meeting, you are being asked to approve an amendment to
Aspect's articles of incorporation that will change Aspect's formal name to
Aspect Communications Corporation from Aspect Telecommunications Corporation.
Whether or not the name change is approved by the shareholders, Aspect's
common stock will continue to be traded under the symbol ASPT.
Aspect believes that the corporate name Aspect Communications Corporation
better reflects Aspect's core business focus as a leading provider of customer
relationship management solutions. If the amendment is approved, Aspect will
refer to itself formally as Aspect Communications Corporation.
Upon consummation of the proposed change of name it will not be necessary to
surrender stock certificates. Instead, when certificates are presented for
transfer, new stock certificates bearing the name Aspect Communications
Corporation will be issued.
If any action, suit, proceeding or claim has been instituted, made or
threatened relating to the name change, which makes effectuation of the name
change inadvisable in the opinion of Aspect's board of directors, or there
exists any other circumstance which would make the consummation of the name
change inadvisable in the opinion of the board of directors, the proposal to
amend the articles of incorporation may be terminated by the board of
directors either before or after approval of the name change by the
shareholders.
Required Vote
Approval of the amendment requires the affirmative vote of a majority of the
outstanding shares of Aspect's common stock entitled to vote at the special
meeting.
THE BOARD OF DIRECTORS RECOMMENDS VOTING FOR THE AMENDMENT TO ASPECT'S
ARTICLES OF INCORPORATION TO CHANGE THE COMPANY'S NAME TO ASPECT
COMMUNICATIONS CORPORATION FROM ASPECT TELECOMMUNICATIONS CORPORATION.
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Aspect Telecommunications Corporation Proxy Statement
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth information known to Aspect with respect to the
beneficial ownership of Aspect's common stock, as to (i) each person who is
known by Aspect to beneficially own five percent or more of Aspect's common
stock, (ii) each of Aspect's directors, (iii) each of Aspect's executive
officers as of June 30, 1999 and (iv) all directors and executive officers as
a group. The information set forth below is as of June 30, 1999.
<TABLE>
<CAPTION>
Shares
5% Shareholders, Directors, Beneficially Owned
Executive Officers, and Directors -----------------------
and Executive Officers as a Group Number Percent
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<S> <C> <C>
Oak Associates, Ltd. (1)............................... 2,775,000 5.9%
3875 Embassy Parkway, Suite 250
Akron, OH 44333
Entities affiliated with FMR Corp. (2)................. 2,539,964 5.3%
82 Devonshire Street
Boston, MA 02109
James R. Carreker (3).................................. 1,648,974 3.4%
Debra J. Engel (4)..................................... 29,508 *
Norman A. Fogelsong (5)................................ 1,406,000 3.0%
John W. Peth (6)....................................... 43,508 *
Deborah E. Barber (7).................................. 15,011 *
David D. Hare (8)...................................... 1,000 *
Beatriz V. Infante..................................... -- *
Eric J. Keller (9)..................................... 116,535 *
R. Gregory Miller...................................... -- *
Barry Wright........................................... -- *
All directors and executive officers as a group (10
persons) (10)......................................... 3,260,536 6.8%
</TABLE>
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* Less than 1%
(1) Oak Associates, Ltd. has sole voting power over 2,775,000 shares and
shared depositive power over 2,775,000 shares. This information was
determined as of December 31, 1998, from Schedule 13G dated February 16,
1999, as filed by Oak Associates, Ltd. with the Securities and Exchange
Commission.
(2) Investment funds (the Funds) managed by Fidelity Management & Research
Company, a wholly owned subsidiary of FMR Corp., beneficially own
2,480,964 shares of common stock. Included in the above are an aggregate
of 344,164 shares of common stock resulting from the assumed conversion of
a total of $39.5 million principal amount of zero coupon convertible
subordinated debentures due 2018. Edward C. Johnson III (Chairman of FMR
Corp.), FMR Corp. and the Funds each have sole power to dispose of the
shares owned by the Funds. Voting power of shares owned by the Funds
resides solely with the Funds' Boards of Trustees. In addition, Fidelity
Management Trust Company is the beneficial owner of 59,000 shares of
common stock. Edward C. Johnson III and FMR Corp. each have sole power to
dispose of the shares, sole power to vote or direct the voting of 5,800
shares and no power to vote or to direct the voting of 53,200 shares. This
information was determined as of April 30, 1999, based on the Schedule 13G
dated May 10, 1999, and filed by FMR Corp. with the Securities and
Exchange Commission.
(3) Includes 1,080,140 shares held by the Carreker Family Trust, 400 shares
owned directly, and 31,000 shares held by the Arbutus Educational Trust, a
charitable remainder trust of which Mr. Carreker is the trustee. Also
includes 537,434 shares issuable pursuant to options that are exercisable
by Mr. Carreker within 60 days of June 30, 1999.
(4) Includes 11,508 shares owned directly. Also includes 18,000 shares
issuable pursuant to options that are exercisable by Ms. Engel within 60
days of June 30, 1999.
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Aspect Telecommunications Corporation Proxy Statement
(5) Includes 1,000,000 shares held by the Fogelsong Family Trust. Also includes
400,000 shares held of record by Institutional Venture Partners for which
Mr. Fogelsong works as a venture capitalist and for which he disclaims
beneficial ownership of the securities except to the extent of his
pecuniary interest therein. Also includes 6,000 shares issuable pursuant to
options that are exercisable by Mr. Fogelsong within 60 days of June 30,
1999.
(6) Includes 37,508 shares owned directly. Also includes 6,000 shares issuable
pursuant to options that are exercisable by Mr. Peth within 60 days of June
30, 1999.
(7) Includes 1,677 shares owned directly. Also includes 13,334 shares issuable
pursuant to options that are exercisable by Ms. Barber within 60 days of
June 30, 1999.
(8) Represents 1,000 shares owned directly.
(9) Includes 3,101 shares owned directly. Also includes 113,434 shares issuable
pursuant to options that are exercisable by Mr. Keller within 60 days of
June 30, 1999.
(10) Includes 694,202 shares issuable pursuant to options that are exercisable
by all directors and executive officers within 60 days of June 30, 1999.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
Proposals by shareholders of Aspect that are intended to be included in
Aspect's proxy statement for the 2000 annual meeting of shareholders must be
received by Aspect no later than November 24, 1999. If Aspect is not notified
of a shareholder proposal by February 6, 2000, then the proxies held by
management of Aspect provide discretionary authority to vote against such
shareholder proposal, even though such proposal is not discussed in the proxy
statement.
OTHER MATTERS
Aspect knows of no other matters to be submitted to shareholders at the
meeting. If any other matters properly come before the meeting, it is the
intention of the persons named in the enclosed form of proxy to vote the shares
they represent as the board of directors may recommend.
THE BOARD OF DIRECTORS
ASPECT TELECOMMUNICATIONS CORPORATION
August 13, 1999
4
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DETACH HERE
[ASPECT LOGO]
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ASPECT TELECOMMUNICATIONS CORPORATION
1999 SPECIAL MEETING OF SHAREHOLDERS
The undersigned shareholder of Aspect Telecommunications Corporation, a
California corporation, hereby acknowledges receipt of the notice of special
meeting of shareholders and the proxy statement, each dated August 13, 1999, and
hereby appoints James R. Carreker and Craig W. Johnson, or either of them,
proxies and attorneys-in-fact, with full power to each of substitution, on
behalf and in the name of the undersigned, to represent the undersigned at the
1999 special meeting of shareholders of Aspect Telecommunications Corporation to
be held on September 15, 1999 at 4:00 p.m. at Aspect's office located at 1160
Ridder Park Drive, San Jose, California, and at any adjournments thereof, and to
vote all shares of common stock that the undersigned would be entitled to vote
if then and there personally present, on the matters set forth on the reverse
side.
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS
INDICATED, WILL BE VOTED FOR THE AMENDMENT OF THE ARTICLES OF INCORPORATION TO
CHANGE THE COMPANY'S NAME TO ASPECT COMMUNICATIONS CORPORATION FROM ASPECT
TELECOMMUNICATIONS CORPORATION, AND AS SAID PROXIES DEEM ADVISABLE ON SUCH
OTHER MATTERS AS MAY COME BEFORE THE MEETING.
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SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
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DETACH HERE
Please mark
[X] votes as in
this example.
1. Approval of the amendment of the articles of incorporation to change
Aspect's name to Aspect Communications Corporation from Aspect
Telecommunications Corporation.
FOR AGAINST ABSTAIN
[_] [_] [_]
and, in their discretion, upon such other matter or matters which may
properly come before the meeting and any adjournments thereof.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [_]
(This Proxy should be marked, dated, signed by
the shareholder(s) exactly as his or her name
appears hereon, and returned promptly in the
enclosed envelope. Persons signing in a
fiduciary capacity should so indicate. If
shares are held by joint tenants or as
community property, both should sign.)
Signature:_______________ Date:________ Signature:_______________ Date:________
